Common use of GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS Clause in Contracts

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. 16.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. The Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to this Agreement and no person who is not a party to this Agreement shall have or acquire any right to enforce any term of it pursuant to the same. 16.2 Each party hereto irrevocably agrees that the courts of Hong Kong (the “Courts”) shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom. 16.3 Each party hereto irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 16.4 Each party hereto agrees that without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 15 and each party hereto undertakes to maintain such an address at all times in Hong Kong and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notice under Clause 15. [DATE] [PLACEE NAME AND ADDRESS] Dear Sir/Madam, We refer to the telephone conversation you have had earlier with our representative in relation to the Placing. During this telephone conversation, an oral contract was concluded between you, as principal and ourselves. Pursuant to the oral contract and this agreement (altogether “Contract”), you agreed to the following on and subject to the terms and conditions set out below. Pursuant to a placing agreement dated 21 August 2020 (the “Placing Agreement”) among the Company and us, ChaoShang Securities Limited, we are the Placing Agent for the Company and any of its nominees in respect of the Placing of the Placing Shares at the Placing Price. Completion of the Contract is conditional upon the signing of the Placing Agreement and the Completion of the Placing under the Placing Agreement. A copy of the Placing Agreement is available for inspection at our office upon request. You, as principal, have irrevocably agreed to acquire [*] Placing Shares (the “Placed Shares”) at the Placing Price.

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. 16.1 14.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. The Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to this Agreement and no person who is not a party to this Agreement shall have or acquire any right to enforce any term of it pursuant to the same. 16.2 14.2 Each party hereto irrevocably agrees that the courts of Hong Kong (the “Courts”) shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom. 16.3 14.3 Each party hereto irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 16.4 14.4 Each party hereto agrees that without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 15 13 and each party hereto undertakes to maintain such an address at all times in Hong Kong and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notice under Clause 1513. [DATE] [PLACEE NAME AND ADDRESS] Dear Sir/Madam(君陽金融控股有限公司) ( “Issuer”) THIS CERTIFICATE (“Certificate”) represents in aggregate principal amount of 8% Coupon Notes Due 2018 (“Notes”) of the Issuer, We refer issued pursuant to the telephone conversation you have had earlier with our representative in relation to Memorandum of Association and Bye-laws of the Placing. During this telephone conversationIssuer, an oral contract was concluded between youa resolution of the board of directors of the Issuer passed at a meeting of the board of directors held on [*] 2016, and the Placing Agreement dated [*] 2016 entered into by and among the Issuer and Convoy Asset Management Limited as principal and ourselves. Pursuant to the oral contract and this agreement placing agent (altogether “Contract”), you agreed to the following on and subject to the terms and conditions set out below. Pursuant to a placing agreement dated 21 August 2020 (the “Placing Agreement”). THIS IS TO CERTIFY that , whose registered office/address is at is the registered holder of the Notes of the principal amount stated above. The Notes are issued subject to and with the benefit of the attached terms and conditions (“Conditions”) among which are deemed to be part of it. The Conditions are binding on both the Company holder of the Notes and us, ChaoShang Securities Limited, we are the Placing Agent Issuer. The Issuer undertakes (both to the holder of the Notes and to any lawful transferee thereof pursuant to Condition 10) to perform its obligations in accordance with the provisions of the Conditions. The registered holder of the Notes is entitled to all of the benefits of the Notes and may enforce the agreements contained herein and exercise the remedies provided for the Company and any of its nominees hereby or otherwise available in respect of hereof, all in accordance with the Placing of the Placing Shares at the Placing Priceterms hereof. Completion of the Contract is conditional upon the signing of the Placing Agreement and the Completion of the Placing under The Notes are issued pursuant to the Placing Agreement. A copy of , and along with other Notes having the same terms and conditions hereof and issued pursuant to the Placing Agreement Agreement, form a single series and rank pari passu with each other. EXECUTED AS A DEED by XXX XXXX FINANCIAL HOLDINGS LIMITED (君陽金融控股有限公司) on The Common Seal is available for inspection at our office upon request. You, as principal, have irrevocably agreed to acquire [*] Placing Shares (affixed in accordance with its bye-laws in the “Placed Shares”presence of: ) at the Placing Price.Common Seal ) ) ) ) ) ) ) ) ) ) ) ) Signature of authorized person ) Director ) Office held ) ) ) Name of authorized person ) ) ) ) ) ) Signature of authorized person ) ) Director ) Office held ) Name of authorized person Witness Signature: Name: Address: Occupation:

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. 16.1 14.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. The Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to this Agreement and no person who is not a party to this Agreement shall have or acquire any right to enforce any term of it pursuant to the same. 16.2 14.2 Each party hereto irrevocably agrees that the courts of Hong Kong (the “Courts”) shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom. 16.3 14.3 Each party hereto irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 16.4 14.4 Each party hereto agrees that without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 15 13 and each party hereto undertakes to maintain such an address at all times in Hong Kong and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notice under Clause 1513. Certificate No. LN201[*]-[No. of closing]-[No. of certificate] Principal Amount: HK$[DATE*] (君陽金融控股有限公司) (“Issuer”) THIS CERTIFICATE (“Certificate”) represents in aggregate principal amount of 7% Coupon Notes Due 20[PLACEE NAME AND ADDRESS*] Dear Sir/Madam(“Notes”) of the Issuer, We refer issued pursuant to the telephone conversation you have had earlier with our representative in relation to Memorandum of Association and Bye-laws of the Placing. During this telephone conversationIssuer, an oral contract was concluded between youa resolution of the board of directors of the Issuer passed at a meeting of the board of directors held on [*] 2017, and the Placing Agreement dated [*] 2017 entered into by and among the Issuer and Convoy Asset Management Limited as principal and ourselves. Pursuant to the oral contract and this agreement placing agent (altogether “Contract”), you agreed to the following on and subject to the terms and conditions set out below. Pursuant to a placing agreement dated 21 August 2020 (the “Placing Agreement”). THIS IS TO CERTIFY that , whose registered office/address is at is the registered holder of the Notes of the principal amount stated above. The Notes are issued subject to and with the benefit of the attached terms and conditions (“Conditions”) among which are deemed to be part of it. The Conditions are binding on both the Company holder of the Notes and us, ChaoShang Securities Limited, we are the Placing Agent Issuer. The Issuer undertakes (both to the holder of the Notes and to any lawful transferee thereof pursuant to Condition 10) to perform its obligations in accordance with the provisions of the Conditions. The registered holder of the Notes is entitled to all of the benefits of the Notes and may enforce the agreements contained herein and exercise the remedies provided for the Company and any of its nominees hereby or otherwise available in respect of hereof, all in accordance with the Placing of the Placing Shares at the Placing Priceterms hereof. Completion of the Contract is conditional upon the signing of the Placing Agreement and the Completion of the Placing under The Notes are issued pursuant to the Placing Agreement. A copy of , and along with other Notes having the same terms and conditions hereof and issued pursuant to the Placing Agreement Agreement, form a single series and rank pari passu with each other. EXECUTED AS A DEED by ) Common Seal XXX XXXX FINANCIAL ) HOLDINGS LIMITED ) (君陽金融控股有限公司) on ) The Common Seal is available for inspection at our office upon request. You, as principal, have irrevocably agreed to acquire [*] Placing Shares (affixed in accordance with its bye-laws in the “Placed Shares”presence of: ) at the Placing Price.) ) ) ) ) ) ) Signature of authorized person ) Director ) Office held ) ) Name of authorized person

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. 16.1 14.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. The Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) shall not apply to this Agreement and no person who is not a party to this Agreement shall have or acquire any right to enforce any term of it pursuant to the same. 16.2 14.2 Each party hereto irrevocably agrees that the courts of Hong Kong (the “Courts”) shall have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom. 16.3 14.3 Each party hereto irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 16.4 14.4 Each party hereto agrees that without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 15 13 and each party hereto undertakes to maintain such an address at all times in Hong Kong and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notice under Clause 15. [DATE] [PLACEE NAME AND ADDRESS] Dear Sir/Madam, We refer 13. 14.5 Notwithstanding any provision contained herein to the telephone conversation you contrary, a person who is not a party to this Agreement shall have had earlier with our representative in relation no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any of the Placingterms of this Agreement, save that any Indemnified Person who is not a party to this Agreement may rely on and enforce any such term which confers or purports to confer rights or benefits on any such Indemnified Person. During this telephone conversation, an oral contract was concluded between you, as principal and ourselves. Pursuant No consent of third party is required for the amendment to (including the oral contract and this agreement (altogether “Contract”waiver or compromise of any obligation), you agreed to the following on and subject to the terms and conditions set out below. Pursuant to a placing agreement dated 21 August 2020 (the “Placing Agreement”) among the Company and us, ChaoShang Securities Limited, we are the Placing Agent for the Company and rescission of or termination of this Agreement at any of its nominees in respect of the Placing of the Placing Shares at the Placing Price. Completion of the Contract is conditional upon the signing of the Placing Agreement and the Completion of the Placing under the Placing Agreement. A copy of the Placing Agreement is available for inspection at our office upon request. You, as principal, have irrevocably agreed to acquire [*] Placing Shares (the “Placed Shares”) at the Placing Pricetime.