Common use of Further Undertakings Clause in Contracts

Further Undertakings. The Company undertakes to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes to procure that: the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Stock Exchange and the SFC and any other relevant Governmental Authority and the making available of documents on display in the manner referred to in Appendix V to the Prospectus “Documents Delivered to the Registrar of Companies and Available on Display” during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Overall Coordinators directs; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 4, 2023 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; the Company will use its best endeavours to procure that the Registrar, the White Form eIPO Service Provider and the Receiving Bank will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Overall Coordinators in connection with the Global Offering, and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider and the Receiving Bank Agreement, respectively; none of the terms of the appointments of the Registrar, the White Form eIPO Service Provider and the Receiving Bank shall be amended without the prior written consent of the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) which consent shall not be unreasonably withheld or delayed; each of the Warrantors will, and will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules (as relevant) in relation to supplemental listing documents, if any, and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering without the prior written consent of the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) and the Joint Sponsors; as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock Exchange, the Company will submit to the Stock Exchange the declaration substantially in the form set out in Appendix 5, Form F of the Listing Rules acceptable to the Stock Exchange via FINI; none of the connected persons (as defined in the Listing Rules) of the Company will apply for or acquire any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and obtain confirmation from the Stock Exchange to that effect; the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future plans and use of proceeds - Use of net proceeds” in the Prospectus and in the case of any change in the use of the net proceeds, the Company shall comply with the relevant requirements under the Listing Rules, the Articles of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Control. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; except pursuant to the Capitalization Issue and the Global Offering (including pursuant to the Over-allotment Option) and Shares that may be issued under the Share Scheme, during the period commencing on the date of this Agreement and ending on, and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not, and will procure each other Group Company not to, without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicable); or enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(viii)(a) or 6.1(viii)(b) above; or offer to or agree to or announce any intention to effect any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above, in each case, whether any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(c) or 6.1(viii)(d) above is to be settled by delivery of Shares or other securities of the Company, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that any of the Controlling Shareholders would cease to be a “controlling shareholder” (as defined in the Listing Rules) of the Company during the period of six months immediately following the expiry of the First Six-Month Period (the “Second Six-Month Period”); in the event that, during the Second Six-Month Period, the Company enters into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in any Shares or other securities of the Company; the Company will maintain the listing of the Shares on the Stock Exchange for one year from the Listing Date; without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; the Company shall not at any time after the date of this Agreement up to and including the date on which all the Conditions are fulfilled or waived, take any steps which, in the reasonable opinion of the Joint Sponsors, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive Director from any provision of his/her service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; if at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors will promptly notify the Joint Sponsors and will prepare and provide to the Joint Sponsors an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement which the Joint Sponsors objects; if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents had it arisen before any of them was issued, then the Company shall: (a) promptly provide full particulars thereof to the Joint Sponsors and the Overall Coordinators; (b) if so reasonably required by the Joint Sponsors, inform the Stock Exchange of such change or matter; (c) (if so required by the Stock Exchange, or if so reasonably required by the Joint Sponsors or the Overall Coordinators) promptly prepare and (through the Joint Sponsors) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors and publish such documentation in such manner as the Stock Exchange, the Joint Sponsors and the Overall Coordinators may require; and (d) make any necessary announcements through the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The Company undertakes not to issue, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors and the Overall Coordinators

Further Undertakings. 6.1 The Company undertakes to each of the Joint SponsorsSole Global Coordinator, the Overall CoordinatorsSole Bookrunner, the Joint Global Coordinators, the Joint BookrunnersSole Sponsor, the Joint Lead Managers, the Co-lead Manager, the CMIs Managers and the other Hong Kong Underwriters that, and each of the other Warrantors Warranting Shareholder undertakes to procure that: : (i) the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Stock Exchange and and/or the SFC and any other relevant Governmental Authority and the making available for inspection in Hong Kong of the documents on display and in the manner referred to in Appendix V to the Prospectus paragraph headed “Documents Delivered to the Registrar of Companies and Available on Displayfor Inspection” of Appendix V to the Prospectus during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Overall Coordinators Sole Global Coordinator directs; (c) do all such things as are necessary to ensure that the grant by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Shares on the Main Board of the Stock Exchange (including any additional Shares to be issued pursuant to any exercise of the Over-Allotment Option) is obtained and not revoked; and (cd) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 4, 2023 12 March 2018 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC Hong Kong Securities Clearing Company Limited for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; ; (ii) the Company will use its best endeavours to procure that the Hong Kong Share Registrar, the White Form eIPO Service Provider and the Receiving Bank will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Overall Coordinators in connection with the Global Offering, appointment and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar AgreementShare Registration Services Agreements, any agreement between the Company and the White Form eIPO Service Provider Agreement and the Receiving Bank Agreement, respectively; none . None of the terms of the appointments appointment of the Hong Kong Share Registrar, the White Form eIPO Service Provider and the Receiving Bank shall be amended without the prior written consent of the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters) which consent shall not be unreasonably withheld or delayed; ; (iii) each of the Warrantors will, and will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Listing Rules and Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules (as relevant) in relation to supplemental listing documents, if any, documents and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering without the prior written consent of the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) Sole Sponsor and the Joint Sponsors; Sole Global Coordinator; (iv) as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock Exchange, the Company will submit deliver to the Stock Exchange the declaration substantially in the form set out in Appendix 5, Form F of the Listing Rules acceptable to the Stock Exchange via FINI; Exchange; (v) save for the Distribution, the Company will use all reasonable efforts to procure that none of the connected persons or their respective associates (as defined in the Listing Rules) of the Company will apply for or acquire acquire, either by itself or through a company controlled by it, any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and obtain confirmation from the Stock Exchange to that effect; ; (vi) save for any change to the plans for the use of proceeds subject to the Listing Rules, the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future plans Plans and use Use of proceeds Proceeds - Use of net proceedsProceeds” in the Prospectus and in the case of any change in the use of the net proceeds, the Company shall comply with the relevant requirements under the Listing Rules, the Articles of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset ControlProspectus. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; ; (vii) except pursuant to the Capitalization Issue and Loan Capitalisation Issue, the Distribution, Global Offering (including pursuant to Offering, the Over-allotment Option) and Shares that , options which may be issued granted under any share option scheme of any member of the Share Scheme, during the period commencing on the date of this Agreement and ending on, and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not, and will procure each other Group Company not to, without or with the prior written consent of the Joint Sponsors and Sole Sponsor, the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: , the Company will not, at any time within the First Six Months Period, (a) offer, accept subscription for, pledge, allot, issue, sell, accept subscription forlend, offer mortgage, assign, charge, contract to allot, issue or sell, sell any option or contract to sell, grant or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrantright or warrant to purchase or subscribe for, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, lend or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares such share capital or other securities of the CompanyCompany or any interest therein (including, as applicablebut not limited to, any securities that are convertible into or exchangeable for, or that represent the right to receive any such capital or securities or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), foregoing) or deposit any Shares or other securities of the Company, as applicable, Company with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares such capital or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicableCompany or any interest in any of the foregoing); or (c) enter into any transaction with the same economic effect as any transactions specified transaction described in Clause 6.1(viii)(a(a) or 6.1(viii)(b(b) above; (d) agree or offer to contract to, or agree to or publicly announce any intention to effect enter into, any transaction specified described in Clause 6.1(viii)(a), 6.1(viii)(b(a) or 6.1(viii)(c(b) above, ; in each case, case whether any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(csuch transaction described in (a) or 6.1(viii)(d(b) or (c) above is to be settled by delivery of Shares or other securities of the Companysecurities, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the otherwise. The Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) described above or offer agree or contract to or agree to or publicly announce any intention to effect enter into any such transaction, transactions such that any of the Controlling Shareholders Warranting Shareholder would cease to be a “the controlling shareholder” shareholder (as defined in the Listing Rules) of the Company during the period of six months immediately following the expiry of the First Six-Month Period (the “Second Six-Month Six Months Period”); in the event that, during the Second Six-Month Period, and the Company enters into will ensure that if any of the transactions specified in Clause 6.1(viii)(a)described above are carried out during the Second Six Months Period, 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall it will take all reasonable steps to ensure that it any such act will not create a disorderly or false market in for any Shares or other securities of the Company; the Company will maintain the listing of the Shares on the Stock Exchange for one year from the Listing Date; ; (viii) without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay (and indemnify each of the Hong Kong Underwriters) any tax, duty, levy, fee or other charge or expense (if any) which may be payable in the Cayman Islands, Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or and the execution and delivery of, or the performance of any of the provisions under, this Agreement; ; (ix) the Company shall provide to the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner and the Hong Kong Underwriters all such information known to the Company or which on due and careful enquiry ought to be known to the Company and whether relating to the Group or the Company or the Controlling Shareholder or otherwise as may be reasonably required by the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner (for itself and on behalf of the Hong Kong Underwriters) in connection with the Global Offering for the purposes of complying with any requirements of applicable Laws (including, for the avoidance of doubt, the requirements of the Stock Exchange or of the SFC or of any other relevant authority); (x) the Company shall not at any time after the date of this Agreement up to and including the date on which all the Conditions are fulfilled or waived, amend or agree to amend the Articles of Association or enter into or allow any Group Company to enter into any commitment or arrangement which could materially and adversely affect the Global Offering or which is outside the ordinary course of business of any member of the Group or take any steps which, in the reasonable opinion of the Joint SponsorsSole Global Coordinator, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive a Director from any provision of his/her his service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; ; (xi) at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; ; (xii) if at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors Warranting Shareholder will promptly notify the Joint Sponsors Sole Sponsor and Sole Global Coordinator and will prepare and provide to the Joint Sponsors Sole Sponsor and Sole Global Coordinator an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement to which the Joint Sponsors Sole Sponsor and Sole Global Coordinator objects; ; (xiii) ensure that any issues identified in any internal control report prepared by the Internal Controls Consultant have been, are being or will promptly be rectified or improved to a sufficient standard or level for the operation and maintenance of efficient systems of internal accounting and financial reporting controls and disclosure and corporate governance controls and procedures that are effective to perform the functions for which they were established and to allow compliance by the Company and the Board with all applicable Laws, and, without prejudice to the generality of the foregoing, to such standard or level recommended or suggested by the Internal Controls Consultant in its internal controls report; (xiv) if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents had it arisen before any of them was issued, then the Company shall: (a) to the extent that permitted by and subject to the compliance with the applicable Laws and the Listing Rules, promptly provide full particulars thereof to the Joint Sponsors Sole Sponsor and the Overall CoordinatorsSole Global Coordinator; (b) if so reasonably required by the Joint SponsorsSole Sponsor and the Sole Global Coordinator, inform the Stock Exchange of such change or matter; (c) (if so required by the Stock Exchange, or if so reasonably required by the Joint Sponsors Exchange or the Overall CoordinatorsSole Sponsor and the Sole Global Coordinator) promptly prepare and (through the Joint SponsorsSole Sponsor and the Sole Global Coordinator) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors Sole Sponsor and the Sole Global Coordinator and publish such documentation in such manner as the Stock Exchange, Exchange or the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator may require; and (d) make any necessary announcements through the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The To the extent that permitted by and subject to the compliance with the applicable Laws and the Listing Rules, the Company undertakes not to issuehave prior consultation with the Sole Sponsor and the Sole Global Coordinator prior to issuing, publishpublishing, distribute distributing or make making available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors and the Overall Coordinatorsaforesaid.

Further Undertakings. The Company undertakes to each of the Joint SponsorsSole Sponsor, the Sole Overall CoordinatorsCoordinator, the Joint Sole Global CoordinatorsCoordinator, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes to use its reasonable endeavours to procure that: the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining doing all such things (including but not limited to providing all such information and paying all such fees) as are necessary to obtain all necessary Approvals with the Registrar of Companies in Hong Kong, the Stock Exchange and Exchange, the SFC and CSRC and any other relevant Governmental Authority and the making available of documents on display in the manner referred to in Appendix V to the Prospectus “Documents Delivered to the Registrar of Companies and Available on Display” during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Sole Overall Coordinators Coordinator directs; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and pursuant to Clause 3.3.3 in any event no later than 5:00 p.m. on December 4this Agreement, 2023 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; the Company will use its best reasonable endeavours to procure that the Registrar, the HK eIPO White Form eIPO Service Provider and the Receiving Bank Banks will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Sole Overall Coordinators Coordinator in connection with the Global Offering, and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar Agreement, any agreement between the Company and the HK eIPO White Form eIPO Service Provider and the Receiving Bank Banks Agreement, respectively; none of the terms of the appointments of the Registrar, the HK eIPO White Form eIPO Service Provider and the Receiving Bank Banks shall be amended without the prior written consent of the Sole Overall Coordinators Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters) which consent shall not be unreasonably withheld or delayed; each of the Warrantors will, and Company will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules (as relevant) in relation to supplemental listing documents, if any, and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering without the prior written consent of the Sole Overall Coordinators Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters) and the Joint SponsorsSole Sponsor; as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock Exchange, the Company will submit to the Stock Exchange the declaration substantially in the form set out in Appendix 5, Form F in Regulatory Forms of the Listing Rules acceptable to the Stock Exchange via FINI; using its reasonable endeavours to procure that none of the core connected persons (as defined in the Listing Rules) of the Company will apply for or acquire any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and obtain confirmation from the Stock Exchange to that effect; the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future plans Plans and use Use of proceeds Proceeds - Use of net proceedsProceeds” in the Prospectus and in the case of any change in the use of the net proceeds, the Company shall comply with the relevant requirements under the Listing Rules, the Articles of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing Global Offering to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities withor business of or with any person or entity, or of, with or in any personterritory, targeted that is subject to any sanctions Laws and regulations, or in any other manner that will result in a violation by any of the economic sanctions promulgated by any Executive Order issued individual or entity (including, without limitation, by the President Sole Sponsor, the Sole Overall Coordinator and the Underwriters) of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Controlany sanctions Laws and regulations. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; except pursuant to the Capitalization Issue and the Global Offering (including pursuant to the Over-allotment Option) and Shares that may be issued under the Share Scheme), during the period commencing on the date of this Agreement and ending on, and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not, and will procure each other Group Company not to, without the prior written consent of the Joint Sponsors Sole Sponsor and the Sole Overall Coordinators Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicable); or enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(viii)(a) or 6.1(viii)(b) above; or offer to or agree to or announce any intention to effect any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above, in each case, whether any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) ), 6.1(viii)(c) or 6.1(viii)(d) above is to be settled by delivery of Shares or other securities of the Company, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that any of the Controlling Shareholders would cease to be a “controlling shareholder” (as defined in the Listing Rules) of the Company during the period of six months immediately following the expiry of the First Six-Month Period (the “Second Six-Month Period”); in the event that, during the Second Six-Month Period, the Company enters into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in any Shares or other securities of the Company; the Company will use its reasonable endeavours to procure that it will maintain a listing for and will refrain from taking any action that could jeopardise the listing of status of, the Shares on the Stock Exchange for one year from the Listing Date, except following a withdrawal of such listing which has been approved by the relevant shareholders of the Company in accordance with the Listing Rules or following an offer (within the meaning of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs) for the Company becoming unconditional; without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; the Company shall not at any time after the date of this Agreement up to and including the date on which all the Conditions are fulfilled or waived, take any steps which, in the reasonable opinion of the Joint SponsorsSole Sponsor, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts or appointment letters of the executive and non-executive Directors (as the case may be) or waive or release an executive or non-executive Director from any provision of his/her service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; if at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors will promptly as soon as practicable notify the Joint Sponsors Sole Sponsor and will prepare and provide to the Joint Sponsors Sole Sponsor an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement which the Joint Sponsors Sole Sponsor objects; if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents Prospectus or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents Prospectus had it arisen before any of them was issued, then the Company shall: (a) promptly as soon as practicable provide full particulars thereof to the Joint Sponsors Sole Sponsor and the Sole Overall CoordinatorsCoordinator as so reasonably required thereby; (b) if so reasonably required by the Joint SponsorsSole Sponsor, inform the Stock Exchange of such change or matter; (c) (if so required by the Stock Exchange, or if so reasonably required by the Joint Sponsors Sole Sponsor or the Sole Overall CoordinatorsCoordinator) promptly as soon as practicable prepare and (through the Joint SponsorsSole Sponsor) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors Sole Sponsor and publish such documentation in such manner as the Stock Exchange, the Joint Sponsors Sole Sponsor and the Sole Overall Coordinators Coordinator may require; and (d) make any necessary announcements through the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The Company undertakes not to issue, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors Sole Sponsor and the Sole Overall CoordinatorsCoordinator (such consent not to be unreasonably withheld).

Further Undertakings. 6.1 The Company undertakes to each of the Joint SponsorsSole Global Coordinator, the Overall CoordinatorsSole Bookrunner, the Joint Global CoordinatorsSole Sponsor, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs Managers and the other Hong Kong International Underwriters that, and each of the other Warrantors Warranting Shareholder undertakes to procure that: : 6.1.1 the Company will comply in all material respects with the terms and conditions of the Hong Kong Public International Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Stock Exchange and and/or the SFC and any other relevant Governmental Authority and the making available for inspection in Hong Kong of the documents on display and in the manner referred to in Appendix V to the Prospectus paragraph headed “Documents Delivered to the Registrar of Companies and Available on Displayfor inspection” of Appendix V to the Prospectus during the period specified in that paragraph;; and (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong International Offer Shares to successful applicants Placees under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Overall Coordinators directs; andInternational Offering; (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 4, 2023 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; 6.1.2 the Company will use its best endeavours to procure that the Hong Kong Share Registrar, the White Form eIPO Service Provider and the Receiving Bank (as defined in the Hong Kong Underwriting Agreement) will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Overall Coordinators in connection with the Global Offering, appointment and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar AgreementShare Registration Services Agreements, any agreement between the Company and the White Form eIPO Service Provider Agreement and the Receiving Bank Agreement (as defined in the Hong Kong Underwriting Agreement), respectively; none . None of the terms of the appointments appointment of the Hong Kong Share Registrar, the White Form eIPO Service Provider and the Receiving Bank shall be amended without the prior written consent of the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong International Underwriters) which consent shall not be unreasonably withheld or delayed; ; 6.1.3 each of the Warrantors will, and will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Listing Rules and Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules (as relevant) in relation to supplemental listing documents, if any, documents and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering without the prior written consent of the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) Sole Sponsor and the Joint Sponsors; Sole Global Coordinator; 6.1.4 as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock Exchange, the Company will submit deliver to the Stock Exchange the declaration substantially in the form set out in Appendix 5, Form F of the Listing Rules acceptable to the Stock Exchange via FINI; Exchange; 6.1.5 save for the Distribution, the Company will use all reasonable efforts to procure that none of the connected persons or their respective associates (as defined in the Listing Rules) of the Company will apply for or acquire acquire, either by itself or through a company controlled by it, any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and obtain confirmation from the Stock Exchange to that effect; ; 6.1.6 save for any change to the plans for the use of proceeds subject to the Listing Rules, the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future plans Plans and use Use of proceeds Proceeds - Use of net proceedsProceeds” in the Prospectus Offering Circular and in the case of any change in the use of the net proceeds, the Company shall comply with the relevant requirements under the Listing Rules, the Articles of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset ControlProspectus. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; ; 6.1.7 except pursuant to the Capitalization Issue and Loan Capitalisation Issue, the Distribution, Global Offering (including pursuant to Offering, the Over-allotment Option) and Shares that , options which may be issued granted under any share option scheme of any member of the Share Scheme, during the period commencing on the date of this Agreement and ending on, and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not, and will procure each other Group Company not to, without or with the prior written consent of the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong International Underwriters) and unless in compliance with the requirements of the Listing Rules: , the Company will not, at any time within the First Six Months Period (as defined in the Hong Kong Underwriting Agreement), (a) offer, accept subscription for, pledge, allot, issue, sell, accept subscription forlend, offer mortgage, assign, charge, contract to allot, issue or sell, sell any option or contract to sell, grant or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrantright or warrant to purchase or subscribe for, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, lend or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares such share capital or other securities of the CompanyCompany or any interest therein (including, as applicablebut not limited to, any securities that are convertible into or exchangeable for, or that represent the right to receive any such capital or securities or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), foregoing) or deposit any Shares or other securities of the Company, as applicable, Company with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares such capital or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicableCompany or any interest in any of the foregoing); or (c) enter into any transaction with the same economic effect as any transactions specified transaction described in Clause 6.1(viii)(a(a) or 6.1(viii)(b(b) above; (d) agree or offer to contract to, or agree to or publicly announce any intention to effect enter into, any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(bdescribed in (a) or 6.1(viii)(c(b) above, ; in each case, case whether any of the transactions specified such transaction described in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(c(a) or 6.1(viii)(d(b) or (c) above is to be settled by delivery of Shares or other securities of the Companysecurities, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the otherwise. The Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) described above or offer agree or contract to or agree to or publicly announce any intention to effect enter into any such transaction, transactions such that any of the Controlling Shareholders Warranting Shareholder would cease to be a “controlling shareholder” shareholders (as defined in the Listing Rules) of the Company during the period of six months immediately following the expiry of the First Six-Month Second Six Months Period (as defined in the “Second Six-Month Period”Hong Kong Underwriting Agreement); in the event that, during the Second Six-Month Period, and the Company enters into will ensure that if any of the transactions specified in Clause 6.1(viii)(a)described above are carried out during the Second Six Months Period, 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall it will take all reasonable steps to ensure that it any such act will not create a disorderly or false market in for any Shares or other securities of the Company; the Company will maintain the listing of the Shares on the Stock Exchange for one year from the Listing Date; ; 6.1.8 without prejudice to Clauses 3.4.6(ii)3.6.2, 3.6.2 3.6.3 and 3.6.33.6.4, (A) the Company will pay (and indemnify each of the International Underwriters) any tax, duty, levy, fee or other charge or expense (if any) which may be payable in the Cayman Islands, Hong Kong or elsewhere, whether pursuant to the requirement of any Laws Laws, or otherwise, in connection with (a) the creation, allotment, issue, sale or transfer of the Offer Shares, Shares by the Company to the International Underwriters and the subsequent subscribers or purchasers as part of the initial distribution of the International Offering Shares by the International Underwriters in the manner contemplated in this Agreement (except to the extent such amounts have been collected from or paid by the subsequent purchasers); (b) the Global Offering, or and (c) the execution and delivery of, or the performance of any of the provisions under, this Agreement; ; 6.1.9 the Company shall provide to the Sole Sponsor, the Sole Global Coordinator, the Sole Bookrunner, the Joint Lead Managers and the International Underwriters all such information known to the Company or which on due and careful enquiry ought to be known to the Company and whether relating to the Group or the Company or the Controlling Shareholders or otherwise as may be reasonably required by the Sole Sponsor, the Sole Global Coordinator (for itself and on behalf of the International Underwriters), the Sole Bookrunner and the Joint Lead Mangers in connection with the Global Offering for the purposes of complying with any requirements of applicable Laws (including, for the avoidance of doubt, the requirements of the Stock Exchange or of the SFC or of any other relevant authority); 6.1.10 the Company shall not at any time after the date of this Agreement up to and including the date on which all the Conditions are fulfilled or waived, amend or agree to amend the Articles of Association or enter into or allow any Group Company to enter into any commitment or arrangement which could materially and adversely affect the Global Offering or which is outside the ordinary course of business of any member of the Group or take any steps which, in the reasonable opinion of the Joint SponsorsSole Global Coordinator, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive a Director from any provision of his/her his service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; ; 6.1.11 at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; if ; 6.1.12 if, at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors Warranting Shareholder will promptly notify the Joint Sponsors Sole Sponsor and Sole Global Coordinator and will prepare and provide to the Joint Sponsors Sole Sponsor and Sole Global Coordinator an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement to which the Joint Sponsors Sole Sponsor and Sole Global Coordinator objects; ; 6.1.13 ensure that any issues identified in any internal control report prepared by the Internal Controls Consultant have been, are being or will promptly be rectified or improved to a sufficient standard or level for the operation and maintenance of efficient systems of internal accounting and financial reporting controls and disclosure and corporate governance controls and procedures that are effective to perform the functions for which they were established and to allow compliance by the Company and the Board with all applicable Laws, and, without prejudice to the generality of the foregoing, to such standard or level recommended or suggested by the Internal Controls Consultant in its internal controls report; 6.1.14 if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents had it arisen before any of them was issued, then the Company shall: (a) to the extent that permitted by and subject to the compliance with the applicable Laws and the Listing Rules, promptly provide full particulars thereof to the Joint Sponsors Sole Sponsor and the Overall CoordinatorsSole Global Coordinator; (b) if so reasonably required by the Joint SponsorsSole Sponsor and the Sole Global Coordinator, inform the Stock Exchange of such change or matter; (c) (if so required by the Stock Exchange, or if so reasonably required by the Joint Sponsors Exchange or the Overall CoordinatorsSole Sponsor and the Sole Global Coordinator) promptly prepare and (through the Joint SponsorsSole Sponsor and the Sole Global Coordinator) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors Sole Sponsor and the Sole Global Coordinator and publish such documentation in such manner as the Stock Exchange, Exchange or the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator may require; and (d) make any necessary announcements through the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The To the extent that permitted by and subject to the compliance with the applicable Laws and the Listing Rules, the Company undertakes not to issuehave prior consultation with the Sole Sponsor and the Sole Global Coordinator prior to issuing, publishpublishing, distribute distributing or make making available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors and the Overall Coordinatorsaforesaid.

Further Undertakings. (A) The Company undertakes and the Selling Shareholder jointly and severally undertake to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs Sponsors and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes to procure that: : (i) the Company and the Selling Shareholder will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations any obligation imposed upon it them by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Hong Kong Listing Rules in respect of or by reason of the making of the Global Hong Kong Public Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Hong Kong Stock Exchange and the SFC and any other relevant Governmental Authority and the making available for inspection in Hong Kong of the documents on display and in the manner referred to in Appendix V the paragraph headed "Documents available for inspection" of appendix X to the Prospectus “Documents Delivered to the Registrar of Companies and Available on Display” during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions respect of the Global Offering and, in particularCompany, to allot and issue and, in respect of the Selling Shareholder, to sell and transfer the Hong Kong Offer Shares in accordance with the Offer Ratio to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7clause 5(A), to the applicants under Clause 3.4.6(iclause 5(F) or, as the case may be, as the Overall Joint Global Coordinators directsdirect; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. 9:00 a.m. on December 417th December, 2023 2003 (or such other time and date as may be determined in accordance with the date specified in the Prospectus for the despatch terms of the share certificatesHong Kong Public Offering and this Agreement), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC Hongkong Clearing for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; ; (ii) each of the Company and the Selling Shareholder will use its best endeavours to procure that require the Registrar, the White Form eIPO Service Provider Share Registrar and the Receiving Bank will Bankers to comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) appointments and any reasonable instructions from the Overall Coordinators in connection with the Global Offering, and will to do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider Registrar's Agreement and the Receiving Bank AgreementBankers' Agreements, respectively; none . None of the terms of the appointments of the Registrar, the White Form eIPO Service Provider Share Registrar and the Receiving Bank Bankers shall be amended without the prior written consent of the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) which consent shall not be unreasonably withheld or delayed; each ; (iii) the Company and the Selling Shareholder shall promptly notify the Joint Global Coordinators of (1) anything occurring or coming to the attention of the Warrantors willCompany or the Selling Shareholder (as the case may be) subsequent to the execution of this Agreement and immediately prior to the time and date detailed in clause 12(A) as a result of which any of the Hong Kong Offering Documents would include an untrue statement of a material fact or omit to state a material fact or would be misleading in any material respect, and (2) every significant new factor likely to affect the Global Offering which arises between the date hereof and the time and date detailed in clause 12(A) and which comes to the knowledge of the Company or the Selling Shareholder (as the case may be); and if any information is notified to the Joint Global Coordinators under this clause, the Company shall, and the Selling Shareholder shall procure that the Company shall, following, if applicable, confirmation from the Hong Kong Stock Exchange, the SFC and/or any other relevant regulatory authority that it considers such action necessary or appropriate, prepare and publish such supplements and/or amendments to the Hong Kong Offering Documents or other documents and make such announcements as the Joint Global Coordinators may reasonably require and, if necessary, after the Company shall have obtained any applicable regulatory approval or consent; (iv) the Company will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Hong Kong Listing Rules (as relevant) in relation to supplemental listing documents, if any, document(s) that may be issued in connection with the Global Offering and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering as contemplated above without the prior written consent of the Overall Coordinators Joint Global Coordinators; (for themselves and on behalf of v) the other Company will, in compliance with the Hong Kong Underwriters) and the Joint Sponsors; as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock ExchangeListing Rules, the Company will submit deliver to the Hong Kong Stock Exchange the declaration substantially in the form set out in Appendix 5▇▇▇▇▇▇▇▇ ▇, Form F of the ▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Listing Rules acceptable to the Hong Kong Stock Exchange via FINI; Exchange; (vi) the Company will use its best endeavours to procure that none of the connected persons promoters, directors, supervisors or chief executives of the Company or any of its subsidiaries or any associate (as such term is defined in the Hong Kong Listing Rules) of the Company will himself or itself (or through a company controlled by him or it) apply for or acquire any Offer Shares either in their his or its own names name or through nominees unless permitted to do so under the Hong Kong Listing Rules and obtain confirmation from Rules; (vii) the Stock Exchange Selling Shareholder will use its best endeavours to procure that effect; none of its directors, supervisors, chief executives or any of its associates (as such term is defined in the Hong Kong Listing Rules) will himself or itself (or through a company controlled by him or it) apply for any Offer Shares either in his or its own name or through nominees unless permitted to do so under the Hong Kong Listing Rules; (viii) the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the Prospectus under the section headed “"Future plans and use of proceeds - Use of net proceeds” in the Prospectus " and in the case event and to the extent that any such net proceeds is placed on deposits with banks due to their not immediately being used for the specific purposes as described in the Prospectus, it shall place such proceeds on short-term bank deposits; and (ix) the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in the PRC and Hong Kong or elsewhere, whether pursuant to the requirement of any change law, rule or regulation or otherwise, in connection with the use creation, allotment and issue or the sale and transfer (as the case may be) of the net proceedsOffer Shares, the Company shall comply with the relevant requirements under the Listing RulesGlobal Offering, the Articles execution and delivery of, and the performance of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing provisions under, this Agreement. (B) The Company undertakes to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any each of the economic sanctions promulgated by any Executive Order issued by Joint Global Coordinators, Joint Sponsors and Hong Kong Underwriters that, and the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Control. The Company will maintain and implement adequate internal controls and procedures Selling Shareholder undertakes to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; procure that, except pursuant to the Capitalization Issue and the Global Offering (including pursuant to the Over-allotment Option) and Shares that may be issued under the Share Scheme), during the a period commencing on the date of this Agreement and ending on, and including, the date that is six months 180 days after the Listing Date (the “First Six-Month Period”)Prospectus Date, the Company will not, and will procure each other Group Company not to, without the Joint Global Coordinators' prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) and unless in compliance with the requirements of the Hong Kong Listing Rules: Rules offer, pledge, charge, allot, issue, sell, accept subscription for, offer contract to allot, issue or sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrantright or warrant to purchase or subscribe for, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, lend or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance overof, either directly or indirectly, conditionally or unconditionallyrepurchase, any Shares of its share capital or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exercisable or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of receive such other Group Company, as applicable), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, share capital or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicable); or enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(viii)(a) or 6.1(viii)(b) above; or offer to or agree to or announce any intention to effect any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above, in each casesuch share capital, whether any of the foregoing transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(c) or 6.1(viii)(d) above is to be settled by delivery of Shares share capital or such other securities of the Companysecurities, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the Company will nototherwise, and will procure each other Group Company not tofurther that, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that any of the Controlling Shareholders would cease to be a “controlling shareholder” (as defined in the Listing Rules) event of a disposal of any shares of the Company during or any interest therein within 12 months after the period of six months immediately following date falling 180 days after the expiry of the First Six-Month Period (the “Second Six-Month Period”); in the event thatProspectus Date, during the Second Six-Month Period, the Company enters into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall it will take all reasonable steps to ensure that it such an issue or disposal will not create a disorderly or false market for the shares of the Company. (C) The Selling Shareholder undertakes to each of the Company, the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters that: (i) except pursuant to the Global Offering (including pursuant to the Over-allotment Option), it will not without the prior written consent of the Joint Global Coordinators and unless in compliance with the requirements of the Hong Kong Listing Rules, at any Shares time during a period of 180 days after the Prospectus Date offer, pledge, charge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend or otherwise transfer or dispose of, either directly or indirectly, any of the share capital or other securities of the Company held by it that are convertible into or exercisable or exchangeable for, or that represent the right to receive any such share capital or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such share capital, whether any of the foregoing transactions is to be settled by delivery of share capital or such other securities, in cash or otherwise, and further agrees that, in the event of a disposal of any shares of the Company or any interest therein within 12 months after the date falling 180 days after the Prospectus Date, it will take all reasonable steps to ensure that such a disposal will not create a disorderly or false market for the shares of the Company; and (ii) it will, at any time after the Prospectus Date up to and including the date falling 12 months following the date on which dealings in the H Shares on the Hong Kong Stock Exchange commence immediately inform the Company, the Joint Global Coordinators and the Joint Sponsors of any pledges or charges of any shares of the Company or other share capital of the Company beneficially owned by it and the number of such shares of the Company or other securities so pledged or charged and of any indication received by it, either verbal or written, from any pledgee or chargee of any shares of the Company or other share capital of the Company pledged or charged that such shares of the Company or other share capital of the Company will be disposed of. (D) Each of the Company and the Selling Shareholder further undertakes to each of the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters that it will not use, and will cause each of its subsidiaries not to use, the proceeds from the sale of its H Shares or ADSs, directly or indirectly, for any purpose or activity that would cause the Underwriters or any purchaser of the H Shares or ADSs to be in violation of the United States Trading With the Enemy Act, as amended, the United States International Emergency Economic Powers Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or in connection with business, operations or contracts with the Governments of or with any person or entity in Burma (Myanmar), Cuba, Iran, Libya or Sudan or any agent or "Specially Designated National" or "Blocked Person" (identified in 31 CFR, Subtitle B, Chapter V, Appendix 1) thereof, or in connection with contracts in support of projects in or for the benefit of the Governments of the above indicated countries. (E) The Company shall, and the Selling Shareholder shall procure that the Company will: (i) use its best endeavours to obtain and maintain all approvals (if any) required in the PRC by the Company to acquire its required foreign exchange; (ii) following completion of the Global Offering, use its best endeavours to ensure that it has sufficient foreign exchange to meet payment of any dividends which may be declared in respect of the H Shares and the ADSs; (iii) use its best endeavours to maintain the listing of the H Shares on the Hong Kong Stock Exchange for at least one year after the Conditions have been fulfilled except following a withdrawal of such listing which has been approved by the relevant shareholders of the Company in accordance with the Hong Kong Listing Rules or following an offer (within the meaning of the Hong Kong Code on Takeovers and Mergers) for the Company becoming unconditional; (iv) procure that the audited accounts of the Company for the financial years ending 31st December, 2003 and 31st December, 2004 will be prepared on a basis consistent in all material respects with the accounting policies adopted for the purposes of the Company Accounts contained in the report of the Reporting Accountants set out in appendix I to the Prospectus, and that a statement of the Group's pro forma results will be included in the Company's annual report for the financial year ending 31st December, 2003 (which statement shall comprise the Group's pro forma results for the 6 months ended 30th June, 2003 included in the Prospectus and its actual results for the 6 months ending 31st December, 2003, adjusted to reflect what its results for this period would have been had the Restructuring occurred on 1st July, 2003, and be accompanied by a management discussion comparing these results with the Group's pro forma results for the year ended 31st December, 2002 included in the Prospectus and a report from the Listing Date; without prejudice to Clauses 3.4.6(ii)Company's independent auditors on the pro forma results for the year ending 31st December, 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in Hong Kong or elsewhere, whether pursuant 2003 similar to the requirement of any Laws or otherwisereport on the pro forma results for the year ended 31st December, 2002 and the 6 month periods ended 30th June, 2002 and 2003 included in connection with appendix II to the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; the Company shall not Prospectus); (v) at any time after the date of this Agreement up to and including the date on which all of the Conditions are fulfilled (or waived) in accordance with this Agreement, take any steps which, in the reasonable opinion of the Joint Sponsors, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive Director from any provision of his/her service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer amend or agree to do any amend its articles of the foregoing or announce any intention to do so; if at any time prior to the completion of the issue of the Offer Shares association save as requested by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors will promptly notify the Joint Sponsors and will prepare and provide to the Joint Sponsors an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement which the Joint Sponsors objects; if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents had it arisen before any of them was issued, then the Company shall: (a) promptly provide full particulars thereof to the Joint Sponsors and the Overall Coordinators; (b) if so reasonably required by the Joint Sponsors, inform the Stock Exchange of such change or matter; (c) (if so required by the Hong Kong Stock Exchange, or if so reasonably required by the Joint Sponsors or the Overall Coordinators) promptly prepare and (through the Joint Sponsors) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors and publish such documentation in such manner as the Stock Exchange, the Joint Sponsors and the Overall Coordinators may require; and (dvi) make any necessary announcements through the Restructuring, insofar and to such extent as not having been completed as at the date of this Agreement, shall be completed before dealings in the H Shares on the Hong Kong Stock Exchange and the press to avoid a false market being created in the Offer Shares. The Company undertakes not to issue, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors and the Overall Coordinatorsshall commence.

Further Undertakings. 8.1 The Company undertakes with the Sole Sponsor that it shall do all such acts and things and execute all documents as may be required under the Applicable Laws or by the Stock Exchange in connection with the Main Board Listing Application (including, in the case of the Company, effecting all necessary filings with the Stock Exchange and ensuring that each of the Directors shall sign or cause to be duly signed on their behalf all documents required to be signed by them as Directors for the purposes of or in connection with the Transfer of Listing or such filings). 8.2 The Company undertakes to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes to procure that: Sole Sponsor that the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitationshall: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance Main Board Listing Rules and the GEM Listing Rules in respect relation to any supplemental listing document to the Listing Document and further agrees, except for the Listing Documentation or except as otherwise provided pursuant to the provisions of this Agreement or as required by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, Applicable Laws or the Stock Exchange and the SFC and any other relevant Governmental Authority and the making Exchange, not to issue, publish, distribute or make available of documents on display in the manner referred to in Appendix V directly or indirectly to the Prospectus “Documents Delivered to the Registrar of Companies public any document (including any listing document, announcement, supplement, circular and Available on Display” during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Overall Coordinators directs; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 4, 2023 (the date specified in the Prospectus for the despatch of the share certificatespress release), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted material or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; the Company will use its best endeavours to procure that the Registrar, the White Form eIPO Service Provider and the Receiving Bank will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Overall Coordinators information in connection with the Global OfferingTransfer of Listing, and will or make any amendment to any of the Listing Documentation, or any amendment or supplement thereto at any time prior to the expiry of the period of six months from the Transfer Date (excluding, for the avoidance of doubt, any document, material or information which may be connected with the Transfer of Listing solely because it extracts, reproduces or contains references to the Transfer of Listing, the Listing Documentation or information contained therein) without the prior written consent of the Sole Sponsor (which consent shall not be unreasonably withheld or delayed); procure the Hong Kong Share Registrar to do all such acts and things as may be required to be done by each of them and by the time specified or necessary it in connection with the Global Offering Transfer of Listing and the transactions contemplated thereunder, herein and in particular, but without limitation, as set out in the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider and the Receiving Bank Agreement, respectively; none shall procure that such appointment shall not be amended or terminated before completion of the terms Transfer of the appointments of the Registrar, the White Form eIPO Service Provider and the Receiving Bank shall be amended Listing without the prior written consent of the Overall Coordinators Sole Sponsor; (for themselves and on behalf of b) use its reasonable endeavours to procure that the other Hong Kong Underwriters) which consent shall not be unreasonably withheld or delayed; each of the Warrantors willCompany will maintain a listing for, and will cause its Affiliates refrain from taking any action that could jeopardise the listing status of, the Shares on the Main Board of the Stock Exchange for not less than six months after the Transfer Date, except following a withdrawal of such listing which has been approved by the relevant shareholders of the Company in accordance with the Main Board Listing Rules or following an offer (within the meaning of the Hong Kong Code on Takeovers and subsidiaries Mergers issued by the SFC) for the Company becoming unconditional; (c) the Company shall comply with all Applicable Laws (including, without limitation and for the avoidance of doubt, the rules, regulations and requirements of the Stock Exchange and any party acting on its behalf toother Governmental Authority) including, without limitation: (i) (A) comply with the Companies OrdinanceStock Exchange’s rules or other requirements to publish and disseminate to the public, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and under certain circumstances, information affecting any financial information in the Listing Rules (as relevant) in relation to supplemental listing documents, if anyDocument, and further agrees not (B) announce in an announcement any information so required by the Stock Exchange to issue, publish, distribute or make available any announcement, circular or document be published and disseminated to the public in connection with the Global Offering without Transfer of Listing at any time prior to the prior written consent expiry of the Overall Coordinators period of six months from the Transfer Date (in the case after the Transfer of Listing, excluding, for themselves the avoidance of doubt, any document, material or information which may be connected with the Transfer of Listing solely because it extracts, reproduces or contains references to the Transfer of Listing, the Listing Documentation or information contained therein), provided, however, that no such announcement shall be issued by the Company without having been submitted to the Sole Sponsor for their review not less than two Business Days prior to such issuance, or such lesser period of time as is necessary for the Company to avoid violation of any Applicable Laws, and on behalf of (c) comply with the other Hong Kong Underwritersapplicable CSRC Rules and where applicable, make all necessary filings (including the CSRC Filings) and obtain all necessary Approvals required under the Joint Sponsors; as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock Exchange, the Company will submit CSRC Filings; (ii) deliver to the Stock Exchange the declaration substantially in the form set out in Appendix 5, Form F of the Main Board Listing Rules acceptable Rules; (iii) providing to the Stock Exchange via FINI; none Sole Sponsor any such other resolutions, consents, authorities, documents, opinions and certificates which are relevant in the context of the connected persons (as defined in the Transfer of Listing Rules) of the Company will apply for owing to circumstances arising or acquire any Offer Shares either in their own names or through nominees unless permitted to do so under the Listing Rules and obtain confirmation from the Stock Exchange to that effect; the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the section headed “Future plans and use of proceeds - Use of net proceeds” in the Prospectus and in the case of any change in the use of the net proceeds, the Company shall comply with the relevant requirements under the Listing Rules, the Articles of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from the International Placing to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Control. The Company will maintain and implement adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the Global Offering that is inconsistent with any of the Company’s representations and applicable obligations; except pursuant to the Capitalization Issue and the Global Offering (including pursuant to the Over-allotment Option) and Shares that may be issued under the Share Scheme, during the period commencing on events occurring after the date of this Agreement but before 8:00 a.m. on the Transfer Date and ending on, as the Sole Sponsor may reasonably require; and (iv) complying with all the undertakings and including, the date that is six months after the Listing Date (the “First Six-Month Period”), the Company will not, and will procure each other Group Company not to, without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or repurchase any Shares or other securities of the Company, as applicable, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicable); or enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(viii)(a) or 6.1(viii)(b) above; or offer to or agree to or announce any intention to effect any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above, in each case, whether any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(c) or 6.1(viii)(d) above is to be settled commitments made by delivery of Shares or other securities of the Company, as applicable, or in cash or otherwise (whether or not the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the Company will not, and will procure each other Group Company not to, enter into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that any of the Controlling Shareholders would cease to be a “controlling shareholder” (as defined it in the Listing Rules) of Document and shall use its best endeavours to procure the Company during Directors to comply with all the period of six months immediately following undertakings and commitments by the expiry of the First Six-Month Period (the “Second Six-Month Period”); Directors in the event thatListing Document; (d) shall not, during the Second Six-Month Period, the Company enters into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in any Shares or other securities of the Company; the Company will maintain the listing of the Shares on the Stock Exchange for one year from the Listing Date; without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; the Company shall not at any time after the date of this Agreement up to the Transfer Date, amend or agree to amend the Articles of Association save as requested by the Stock Exchange or to comply with the requirements under the Main Board Listing Rules, the GEM Listing Rules or Applicable Laws; (e) shall not, and including procure that no other member of the Group will: (i) at any time after the date of this Agreement up to the Transfer Date, do or omit to do anything which causes or can reasonably be expected to cause any of the Warranties to be untrue, inaccurate or misleading at any time prior to or on the Transfer Date; (ii) enter into any commitment or arrangement which all has or will or may have a material adverse effect on the Conditions are fulfilled or waived, Transfer of Listing; and (iii) take any steps which, in the reasonable opinion of the Joint SponsorsSole Sponsor, would are or will or may be materially inconsistent with any expression statement or expression, whether of policy fact, policy, expectation or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive Director from any provision of his/her service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; if at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements thereinintention, in the light Listing Document; (f) ensure that any issues identified and as disclosed in the Internal Control Report have been, are being or will promptly be rectified or improved to a sufficient standard or level for the operation and maintenance of efficient systems of internal accounting and financial reporting controls and disclosure and corporate governance controls and procedures that are effective to perform the circumstances under functions for which they were made, not misleading, or if it should be necessary established and to amend or supplement the Offer Documents to comply with applicable Laws, allow compliance by the Company and the Warrantors will promptly notify the Joint Sponsors and will prepare and provide Board with all Applicable Laws in all material respects, and, without prejudice to the Joint Sponsors an amendment generality of the foregoing, to such standard or supplement which will correct level recommended or suggested by the Internal Control Consultant in the Internal Control Report; (g) provide all such statement information known to it relating to the Group or omission itself or otherwise as may be reasonably required by the Sole Sponsor in connection with the Transfer of Listing for the purposes of complying with any requirements of Applicable Laws (including, without limitation and effect such compliance and will not distribute for the avoidance of doubt, the applicable CSRS Rules, the requirements of the Stock Exchange or of the SFC or of any such amendment or supplement which other relevant Governmental Authority); (h) promptly provide full particulars thereof to the Joint Sponsors objects; Sole Sponsor if, at any time up to or on the date falling 30 days 12 months after the Listing Transfer Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents Listing Document or a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offer Documents Listing Document had it arisen before any of them was issued, then the Company shall:and, in connection therewith, further (ai) promptly provide full particulars thereof to the Joint Sponsors and the Overall Coordinators; (b) if so reasonably required by the Joint Sponsors, inform the Stock Exchange of such change or mattermatter if so required by the Sole Sponsor; (cii) (at its expense, promptly prepare documentation containing details of such change or matter if so required by the Stock Exchange, Exchange or if so reasonably required the Sole Sponsor and in a form approved by the Joint Sponsors or the Overall Coordinators) promptly prepare and (Sole Sponsor, deliver such documentation through the Joint Sponsors) deliver Sole Sponsor to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors and publish such documentation in such manner as the Stock Exchange, Exchange or the Joint Sponsors and the Overall Coordinators Sole Sponsor may require; and; (diii) at its expense, make any all necessary announcements through to the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The Company undertakes ; and (iv) not to issue, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any such change or matter aforesaid without the prior written consent of the Joint Sponsors Sole Sponsor, and for the purposes of this Clause 8.2, significant means significant for the purpose of making an informed assessment of the matters mentioned in Rule 11.07 of the Main Board Listing Rules; (i) comply with the all Applicable Laws (including, without limitation, the CSRC Archive Rules) in connection with (A) the establishment and maintenance of adequate and effective internal control measures and internal systems for maintenance of data protection, confidentiality and archive administration; (B) the relevant requirements and approval and filing procedures in connection with its handling, disclosure, transfer and retention of transfer of state secrets and working secrets of government agencies or any other documents or materials that would otherwise be detrimental to national securities or public interest (the Relevant Information); and (C) maintenance of confidentiality of any Relevant Information; (j) where there is any material information that shall be reported to the CSRC pursuant to the Applicable Laws (including, without limitation, the applicable CSRC Rules), promptly notifying the CSRC or the relevant PRC Governmental Authority and providing it with such material information in accordance with to the applicable Laws, and promptly notifying the Sole Sponsor of such material information to the extent permitted by the applicable Laws; and (k) without prejudice to the foregoing obligations, do all such other acts and things as may be reasonably required to be done by it to carry into effect the Transfer of Listing. 8.3 The undertakings in this Clause 8 shall remain in full force and effect notwithstanding the completion of the Transfer of Listing and the Overall Coordinatorsmatters and arrangements referred to or contemplated in this Agreement.

Further Undertakings. (A) The Company undertakes to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs Sponsors and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes China Netcom Group and CNC BVI undertake to procure that: : (i) the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering andand will, in particular, without limitation: (a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Hong Kong Listing Rules in respect of or by reason of the making of the Global Hong Kong Public Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Hong Kong Stock Exchange and the SFC and any other relevant Governmental Authority and the making available for inspection in Hong Kong of the documents on display and in the manner referred to in the paragraph headed "Documents available for inspection" of Appendix V VIII to the Prospectus “Documents Delivered to the Registrar of Companies and Available on Display” during the period specified in that paragraph; (b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7clause 5(A), to the applicants under Clause 3.4.6(iclause 5(F) or, as the case may be, as the Overall Joint Global Coordinators directsdirect; and (c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 416 November 2004, 2023 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC Hongkong Clearing for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; ; (ii) the Company will not, at any time after the date of this Agreement up to and including the date on which all of the Conditions are fulfilled (or waived) in accordance with this Agreement, amend or agree to amend the Memorandum and Articles of Associations of the Company save as requested by the Hong Kong Stock Exchange or other regulatory authorities which are entitled to exercise jurisdiction over the Company lawfully; (iii) the Company will use its best endeavours to procure that the Registrar, the White Form eIPO Service Provider Share Registrar and the Receiving Bank Bankers will comply with the terms of their respective appointment, all applicable Laws (including, without limitation, the Guidelines for Electronic Public Offerings published by the SFC) and any reasonable instructions from the Overall Coordinators in connection with the Global Offering, appointments and will do all such acts and things as may be required to be done by each of them and by the time specified or necessary in connection with the Global Offering and the transactions contemplated thereunder, and in particular, but without limitation, as set out in the Registrar Agreement, any agreement between the Company and the White Form eIPO Service Provider Registrar's Agreement and the Receiving Bank Bankers' Agreement, respectively; none . None of the terms of the appointments of the Registrar, the White Form eIPO Service Provider Share Registrar and the Receiving Bank Bankers shall be amended without the prior written consent of the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters); (iv) which consent shall not be unreasonably withheld or delayed; each the Company will procure that the Share Registrar duly enters the names of the Warrantors willinvestors in the Shares under the Global Offering, and their respective nominees or the HKSCC Nominees Limited, as the case may be, in the register of members of the Company as holders of the relevant Shares; (v) the Company will cause its Affiliates and subsidiaries and any party acting on its behalf to, comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Hong Kong Listing Rules (as relevant) in relation to supplemental listing documents, if any, documents and further agrees not to issue, publish, distribute or make available any announcement, circular or document in connection with the Global Offering as contemplated above without the prior written consent of the Overall Coordinators Joint Global Coordinators; (for themselves and on behalf of vi) the other Company will, in compliance with the Hong Kong Underwriters) and the Joint Sponsors; as soon as practicable and in any event before the commencement of dealings in the Shares on the Stock ExchangeListing Rules, the Company will submit deliver to the Hong Kong Stock Exchange the declaration substantially in the form set out in Appendix 5▇▇▇▇▇▇▇▇ ▇, Form F of the ▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ Listing Rules acceptable to the Hong Kong Stock Exchange via FINI; Exchange; (vii) the Company will procure that none of the connected persons Directors or their associates (as defined in the Hong Kong Listing Rules) of the Company will himself (or through a company controlled by him) apply for or acquire any Offer Shares either in their his own names name or through nominees unless permitted to do so under the Hong Kong Listing Rules and obtain having obtained confirmation from the Stock Exchange to that effect; , and if any such application has been made or he has indicated an interest to apply for Offer Shares, he shall forthwith notify the Joint Global Coordinators (on behalf of the Hong Kong Underwriters); (viii) the Company will use all of the net proceeds received by it pursuant to the Global Offering in the manner specified in the Prospectus under the section headed “"Future plans and use of proceeds - Use of net proceeds” ", and to the extent that they are not immediately applied to the specific purposes as described in the Prospectus and Prospectus, it shall deposit such proceeds into interest-bearing bank accounts or invest them in investment-grade debt securities; (ix) the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in the case PRC, Hong Kong and elsewhere, pursuant to the requirement of any change law, rule or regulation or as provided for in this Agreement, in connection with the use creation, allotment and issue of the net proceedsOffer Shares, and the Company shall comply with execution and delivery of, and the relevant requirements under the Listing Rules, the Articles performance of Association and any applicable Laws. The Company will not directly or indirectly use any of the proceeds from provisions under, this Agreement; (x) the International Placing to fund any operations in, to finance any investments, projects or activities in, to make any payments to, any country, or to make any payments to, or finance any activities with, any person, targeted by any of the economic sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Asset Control. The Company will maintain a listing for the Shares on the Hong Kong Stock Exchange for at least one year after the date on which dealings in the Shares first commence on the Hong Kong Stock Exchange (the "LISTING DATE") and implement adequate internal controls to pay all fees and procedures to monitor supply all further documents, information and audit transactions that are reasonably designed to detect undertakings and prevent any use publish all advertisements or other materials as may be necessary or advisable for such purpose, except following a withdrawal of such listing which has been approved by the relevant shareholders of the proceeds from Company in accordance with the Global Offering Hong Kong Listing Rules; (xi) the Company agrees and undertakes that is inconsistent with it will not effect any purchase of Shares, or agree to do so, which may reduce the Company’s representations and applicable obligations; except pursuant holdings of Shares held by the public to a level below the Capitalization Issue and requisite public float requirement as set out in the Global Offering (including pursuant to Hong Kong Listing Rules or as agreed by the Over-allotment Option) and Shares that may be issued under the Share SchemeHong Kong Stock Exchange, during the period commencing on or before the date of this Agreement and ending on, and including, the date that is falling six months after the Listing Date Date, without having obtained the prior written consent of the Joint Global Coordinators (on behalf of the “First Six-Month Period”Hong Kong Underwriters); (xii) that the documents listed in Schedule 7, Part B shall be delivered to the Joint Global Coordinators not later than the signing of the U.S. and International Underwriting Agreement, and that the documents listed in Schedule 7, Part C shall be delivered to the Joint Global Coordinators not later than the closing of the U.S. Offering and the International Offering as provided for in the U.S. and International Underwriting Agreement. (B) The Company undertakes to each of the Joint Global Coordinators, Joint Sponsors and Hong Kong Underwriters that no further Shares or securities convertible into equity securities (whether or not of a class already listed) may be issued or form the subject of any agreement to such an issue within six months from the date on which dealings in the Shares first commence on the Hong Kong Stock Exchange (whether or not such issue of Shares or securities will be completed within six months from the commencement of dealing), except in certain prescribed circumstances, which includes the Company will notissue of Shares pursuant to the share option scheme of the Company. (C) Each of the Company, China Netcom Group and will procure CNC BVI undertakes to each other Group Company not toof the Joint Global Coordinators, Joint Sponsors and Hong Kong Underwriters that, without the prior written consent of the Joint Sponsors and the Overall Global Coordinators (for themselves and on behalf of the other Underwriters), it will not, for a period of 180 days after the date on which dealings in the Shares first commence on the Hong Kong UnderwritersStock Exchange, (i) and unless in compliance with the requirements of the Listing Rules: allotoffer, issuepledge, sell, accept subscription for, offer contract to allot, issue or sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract right or right warrant to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, lend or otherwise transfer or dispose of or create an Encumbrance overof, or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, share capital of the Company or any securities convertible into or exercisable or exchangeable or exercisable for for, or that represent the right to receive, or any other warrants or other rights to purchase, any Shares or any shares of such other Group Company, as applicable), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receiptsshare capital; or repurchase any Shares or other securities of the Company, as applicable, or or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other securities of the Company, as applicable); or enter into any transaction with the same economic effect as any transactions specified in Clause 6.1(viii)(a) or 6.1(viii)(b) above; or offer to or agree to or announce any intention to effect any transaction specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above, in each casesuch share capital, whether any of the such transactions specified described in Clause 6.1(viii)(a), 6.1(viii)(b) , 6.1(viii)(csub-clause (i) or 6.1(viii)(d(ii) above is to be settled by delivery of the share capital of the Company or such other securities, in cash or otherwise; or (iii) publicly disclose that it will or may enter into any transaction described above. The foregoing provisions of this clause 11(C) shall not apply to the following: (i) the sale of Shares to the Underwriters; (ii) the issuance by the Company of Shares or ADSs upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of the Prospectus of which the Underwriters have been advised in writing; or (iii) transactions by any person other than the Company relating to Shares, ADSs or other securities acquired in open market transactions after the completion of the Global Offering. The 180-day restricted period described in the foregoing provisions of this clause 11(C) is subject to extension such that, in the event that either: (i) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the "lock-up" restrictions described above will, except if otherwise waived in writing by the Joint Global Coordinators on behalf of the Underwriters, continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (D) Each of China Netcom Group and CNC BVI has undertaken to the Company, as applicablethe Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters that, except to the extent permitted under the Global Offering or in cash or otherwise the Over-allotment Option: (whether or i) it will not and shall procure that the issue of such Shares or other shares or securities will be completed within the First Six-Month Period); the Company relevant registered holder(s) will not, without the prior written consent of the Hong Kong Stock Exchange and will procure each other Group Company not tounless in compliance with the requirements of the Hong Kong Listing Rules, during the period commencing from the date of the Prospectus and ending on the date which is six months from the date on which dealings in the Shares first commence on the Hong Kong Stock Exchange (the "FIRST SIX-MONTH PERIOD"), dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of any Shares in respect of which they are shown by the Prospectus to be the beneficial owner (the "CHINA NETCOM GROUP'S SHARES"); (ii) it will not, without the prior written consent of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offer to or agree to or announce any intention to effect any such transaction, such that any of the Controlling Shareholders would cease to be a “controlling shareholder” (as defined Hong Kong Stock Exchange in the Listing Rules) of the Company during the six-month period of six months immediately following commencing on the expiry of the First Six-Month month Period (the “Second Six"SECOND SIX-Month Period”); MONTH PERIOD") dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the China Netcom Group's Shares and to such extent that immediately following such disposal or upon the exercise or enforcement of such options, rights, interests or encumbrances, China Netcom Group or CNC BVI would then cease to be a controlling shareholder (as defined in the event thatHong Kong Listing Rules) of the Company; and (iii) it will, on any disposal of such the China Netcom Group's Shares during the Second Six-Month month Period, the Company enters into any of the transactions specified in Clause 6.1(viii)(a), 6.1(viii)(b) or 6.1(viii)(c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it any such disposal will not create a disorderly or false market market, save that any offer for sale contained in a listing document (as defined in the Hong Kong Listing Rules) shall not be subject to such restrictions. (E) Each of China Netcom Group and CNC BVI undertakes to each of the Company, the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters that at any time during the period commencing on the date by reference to which disclosure of the direct or indirect shareholding of China Netcom Group and CNC BVI in the Company is made in the Prospectus and ending on the date which is 12 months after the date on which trading in the Shares commences on the Hong Kong Stock Exchange: (i) it will, if it pledges or charges any Shares or other securities of the Company; the Company will maintain the listing of the Shares on the Stock Exchange for one year from the Listing Date; without prejudice to Clauses 3.4.6(ii), 3.6.2 and 3.6.3, the Company will pay any tax, duty, levy, fee or other charge or expense (if any) which may be payable in Hong Kong or elsewhere, whether pursuant to the requirement of any Laws or otherwise, in connection with the creation, allotment, issue, sale or transfer of the Offer Shares, the Global Offering, or the execution and delivery of, or the performance of any of the provisions under, this Agreement; the Company shall not at any time after the date of this Agreement up to and including the date on which all the Conditions are fulfilled or waived, take any steps which, in the reasonable opinion of the Joint Sponsors, would be materially inconsistent with any expression of policy or intention in the Prospectus or make any material amendment to any of the service contracts of the executive and non-executive Directors or waive or release an executive or non-executive Director from any provision of his/her service contract and the Company shall do all such acts and things to enforce or preserve the rights of the Company under the service contracts; at any time within the period during which the Over-allotment Option may be exercised, the Company shall not declare or make any payment of dividends, make any other distribution of profits whatsoever, any return of value or any issue of bonus Shares to its shareholders or offer or agree to do any of the foregoing or announce any intention to do so; if at any time prior to the completion of the issue of the Offer Shares by the Company, any event occurs as a result of which any of the Offer Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offer Documents to comply with applicable Laws, the Company and the Warrantors will promptly notify the Joint Sponsors and will prepare and provide to the Joint Sponsors an amendment or supplement which will correct such statement or omission and effect such compliance and will not distribute any such amendment or supplement which the Joint Sponsors objects; if, at any time up to or on the date falling 30 days after the Listing Date, there is a significant change which affects or is capable of affecting any information contained in the Offer Documents or a significant new matter arises, the inclusion of information in respect of which would have been required it is the beneficial owner in favour of an authorised institution (as defined in the Banking Ordinance of Hong Kong) for a bona fide commercial loan, immediately inform the Company of any such pledges or charges and the number of shares or other securities of the Offer Documents had Company so pledged or charged; and (ii) it arisen before will, if it receives any indication, either verbal or written, from any pledgee or chargee of them was issued, then any shares or other securities of the Company shall:that such shares or other securities of the Company will be disposed of, immediately inform the Company of any such indication. (aF) promptly provide full particulars thereof The Company undertakes to each of the Joint Sponsors and the Overall Global Coordinators; (b) if so reasonably required by the Joint Sponsors, inform the Stock Exchange of such change or matter; (c) (if so required by the Stock Exchange, or if so reasonably required by the Joint Sponsors or the Overall Coordinators) promptly prepare and (through the Joint Sponsors) deliver to the Stock Exchange for approval documentation containing details thereof in a form agreed by the Joint Sponsors and publish such documentation in such manner as the Stock Exchange, the Joint Sponsors and the Overall Coordinators may require; andHong Kong Underwriters that it will inform the Hong Kong Stock Exchange as soon as it has been informed of the matters mentioned in clause 11(E)(i) and (ii) above by China Netcom Group or CNC BVI, and disclose such matters as soon as possible thereafter by way of an announcement published in the newspapers. (dG) make any necessary announcements through the Stock Exchange and the press to avoid a false market being created in the Offer Shares. The Company further undertakes not to issueeach of the Joint Global Coordinators, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any matter aforesaid without the prior written consent of the Joint Sponsors and the Overall CoordinatorsHong Kong Underwriters that it will not use, and will cause each of its subsidiaries not to use, the proceeds from the sale of its Shares or ADSs, directly or indirectly, for any purpose or activity that would cause the Underwriters or any purchaser of the Shares or ADSs to be in violation of the United States Trading With the Enemy Act, as amended, the United States International Emergency Economic Powers Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or in connection with business, operations or contracts with the Governments of or with any person or entity in Angola (UNITA), Burma (Myanmar), Cuba, Iraq, Iran, Libya, North Korea or Sudan or any agent or "Specially Designated National" thereof, or in connection with contracts in support of projects in or for the benefit of the Governments of the above indicated countries.