Common use of PAYMENT OF FEES, COMMISSIONS AND EXPENSES Clause in Contracts

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. (A) In consideration of the services of Qxxx in relation to the Placing, the Vendor shall pay, or procure and ensure its nominated paying agent to pay, to Qxxx (and, for this purpose, Qxxx shall be entitled to deduct out of the Purchase Price for the Placing Shares): (i) placing commission being calculated as a fee of 5 per cent. of the aggregate Purchase Price for the Placing Shares ; (ii) (if applicable) seller’s stamp duty and all prescribed fees as may be payable in respect of the transfer of the Placing Shares; and (iii) 50% of all fees and other expenses (including but not limited to legal fees) incurred by Qxxx in relation to the Placing, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request. (B) If this Agreement is terminated pursuant to Clause 8 or if for any other reason the Placing is not completed (including but not limited to the circumstances described in Clause 3(C) relating to the Long Stop Date), the Vendor shall remain liable for the payment of all placing commissions together with all fees and other expenses which are referred to in sub-clause (A) to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced to 3% of the aggregate Purchase Price of the Placing Shares. (i) The Vendor hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 6(A), Qxxx shall be entitled to keep for its own account any brokerage fees or commission that it may receive from the Placee(s). (ii) The Vendor shall be liable for the costs and expenses of its own legal and other professional advisers and out-of-pocket expenses incurred in connection with the Placing and any other transaction contemplated under this Agreement.

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. (A) 7.1 In consideration of the services of Qxxx the Placing Agent in relation to the Placing, the Vendor Company shall paypay to the Placing Agent: (a) a commission, or procure in Hong Kong dollars of HK$ 3,209,366, and ensure its nominated paying agent to pay, to Qxxx (and, for this purpose, Qxxx shall be entitled the Placing Agent is hereby authorised to deduct the aforesaid commission from the payment to be made by it to the Company pursuant to Clause 5.3 and out of the Purchase Price for aforesaid commission the Placing Shares):Agent agrees to pay all brokerage fees and all expenses of the Placing other than those specified in this Clause 7.1 and in Clause 7.4; (ib) placing commission being calculated as a fee of 5 per cent. any printing or publishing costs associated with the Placing and the issue of the aggregate Purchase Price for Announcement and all costs and expenses in relation to depositing the Placing Shares into CCASS, all charges, fees and expenses of the Company's share registrars in Hong Kong including, without limitation, their fees and expenses in effecting the issue of certificates therefor in board lots, to the Placees or, where applicable, the Placing Agent or their nominees, which amounts the Placing Agent is hereby authorised to deduct from the payments to be made by it to the Company pursuant to Clause 5.3 for the purposes of paying on the Company’s behalf such costs, charges, fees and expenses, which the Placing Agent hereby undertakes to do so on a prompt basis after such deduction; (iic) (if applicable) sellerthe Company’s stamp duty share of SFC transaction levy at the prevailing applicable rate and all prescribed fees as may be payable in respect the Company’s share of Stock Exchange trading fee at the transfer of prevailing applicable rate on the amount equal to the Placing SharesPrice multiplied by the number of Placing Shares actually placed out which amounts the Placing Agent is hereby authorised to deduct from the payments to be made by the Placing Agent to the Company pursuant to Clause 5.3; and (iiid) 50% of all fees the costs and other expenses reasonably incurred by the Placing Agent (including but not limited to legal feescosts) incurred in connection with the Placing and the Placing Agent are hereby each authorised to deduct such sums from the payments to be made by Qxxx in relation it to the Placing, provided that Qxxx shall supply Company pursuant to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably requestClause 5.3. (B) 7.2 If this Agreement is terminated pursuant to Clause 8 10 or if for any other reason the Placing is not completed (including but not limited pursuant to Clause 4.3): the circumstances described in Clause 3(C) relating to the Long Stop Date), the Vendor Company shall remain liable to the Placing Agent for the payment of all placing commissions together with all fees costs, charges and other expenses which are referred to in sub-clause (AClauses 7.1(b) and 7.1(d) and for the SFC transaction levy and Stock Exchange trading fee referred to in Clause 7.1(c) to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced to 3% of the aggregate Purchase Price of the Placing Sharesincurred. (i) 7.3 The Vendor Company hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 6(A)7.1, Qxxx the Placing Agent shall be entitled to keep for its own account any brokerage fees or commission in excess of the Placing Price that it may receive from the Placee(s)Placees procured by it. (ii) The Vendor 7.4 All payments to be made by the Company to the Placing Agent pursuant to this Agreement shall be liable denominated in Hong Kong dollars free and clear of, and without deduction or withholding for or on account of tax, unless the costs and expenses Company is required by applicable law to make payment subject to the deduction or withholding of its own legal and other professional advisers and out-of-pocket expenses incurred tax, in connection with which case, the amount payable to the Placing Agent shall be increased to the extent necessary to ensure that, after making such deduction or withholding, the Placing Agent receives and any other transaction contemplated under this Agreementretains a net sum equal to the sum which it would have received and retained had no such deduction or withholding been made or required to be made.

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. (A) 7.1 In consideration of the services of Qxxx Citigroup in relation to the Placing, the Vendor shall pay to Citigroup: 7.1.1 an underwriting commission, in Hong Kong dollars, of 1.5% of the amount equal to the Placing Price multiplied by the number of Sale Shares, which total amount Citigroup is hereby authorised to deduct from the payment to be made by it to the Vendor pursuant to Clause 5.4 (and out of which Citigroup agrees to pay, or procure that Placees and ensure its nominated paying agent to purchasers of any Unplaced Sale Shares pay, all brokerage and sub-underwriting fees other than those specified in this Clause 7.1 and in Clause 7.4, but for the avoidance of doubt, Citigroup shall not be obliged to Qxxx (andmake any payments to any other agents or sub-agents or advisers of the Vendor); 7.1.2 if applicable, for this purposeseller's stamp duty at the rate of 0.1% of the amount equal to the Placing Price per Sale Share multiplied by the number of Sale Shares, Qxxx shall be entitled which amounts Citigroup is hereby authorised to deduct out from the payments to be made by it to the Vendor pursuant to Clause 5.4; 7.1.3 unless the Sale Shares are to be delivered in board lots or through CCASS, all charges, fees and expenses of the Purchase Price Company's branch share registrars in Hong Kong in effecting the transfer of the Sale Shares, and the issue of certificates therefor in board lots, to the Placees (or, where applicable, Citigroup or its nominee), which amounts Citigroup is hereby authorised to deduct from the payments to be made by it to the Vendor pursuant to Clause 5.4 for the Placing Shares):purposes of paying on the Vendor's behalf such costs, charges, fees and expenses; and (i) placing commission being calculated as a fee of 5 per cent. of the aggregate Purchase Price for the Placing Shares ; (ii) (if applicable) seller’s stamp duty and all prescribed fees as may be payable 7.1.4 in respect of the transfer of Vendor as a seller, SFC transaction levy and investor compensation levy at the prevailing applicable rates (0.005% and 0.002% respectively) and Stock Exchange trading fee at the prevailing applicable rate (0.005%) on the amount equal to the Placing Price multiplied by the number of Sale Shares; and (iii) 50% of all fees and other expenses (including but not limited , which amounts Citigroup is hereby authorised to legal fees) incurred deduct from the payments to be made by Qxxx in relation to the Placing, provided that Qxxx shall supply it to the Vendor such evidence as pursuant to the fees and expenses as the Vendor may reasonably requestClause 5.4. (B) 7.2 If this Agreement is terminated pursuant to Clause 8 10 or if for any other reason the Placing is not completed (including but not limited to the circumstances described in Clause 3(C) relating to the Long Stop Datesave as a result of Citigroup's or its agent's negligence, fraud, wilful default or breach of this Agreement or of any applicable law), the Vendor shall remain liable to Citigroup for the payment of all placing commissions together with all fees costs, charges and other expenses which are referred to in sub-clause (A) Clause 7.1.3 and for the stamp duty, trading fee, investor compensation levy and transaction levy referred to in Clauses 7.1.2 and 7.1.4 to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced to 3% of the aggregate Purchase Price of the Placing Sharesincurred. (i) 7.3 The Vendor hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 6(A)7.1, Qxxx Citigroup shall be entitled to keep for its own account any brokerage fees or commission that it may receive from the Placee(s)Placees. (ii) The Vendor 7.4 Each of the Vendor, the Guarantor and the Company shall be liable for the costs and expenses of its own legal and other professional advisers and out-of-pocket expenses incurred in connection with the Placing and any other transaction contemplated under this AgreementPlacing.

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. 7.1 The Parties agree that HSBC (Aon behalf of the Placing Agents) shall act on behalf of the Placing Agents to settle with the Company in respect of receiving the Placing Shares from the Company and paying the Company the net proceeds of the Placing in accordance with this Clause 7.1 and Clause 5.5. In accordance with the above settlement, Mizuho shall make the payment required to Clause 5.4 in accordance with the provisions of that Clause. In consideration of the services of Qxxx the Placing Agents in relation to the Placing, the Vendor Company shall pay, or procure and ensure pay to each Placing Agent: 7.1.1 its nominated paying agent to pay, to Qxxx (and, for this purpose, Qxxx shall be entitled to deduct out Pro Rata Interest of the Purchase Price for the Placing Shares): (i) a placing commission being calculated as a fee in Hong Kong dollars of 5 0.95 per cent. of the aggregate Purchase Price for amount equal to the Placing Price multiplied by the number of Placing Shares ; actually placed by the Placing Agents, which amount HSBC (ii) (if applicable) seller’s stamp duty for and all prescribed fees as may be payable in respect of the transfer on behalf of the Placing SharesAgents) is hereby authorised to deduct from the payment to be made by HSBC to the Company pursuant to Clause 5.5 and out of which each Placing Agent agrees to pay, all brokerage fees and all expenses of the Placing other than those specified in this Clause 7.1 and in Clause 7.4 and HSBC and Mizuho agree to share all such brokerage fees in accordance with their respective Pro Rata Interests; 7.1.2 its Pro Rata Interest of the SFC transaction levy at the prevailing applicable rate (0.0027%) and Stock Exchange trading fee at the prevailing applicable rate (0.005%) on the amount equal to the Placing Price multiplied by the number of Placing Shares actually placed by the Placing Agents which amounts HSBC (for and on behalf of the Placing Agents) is hereby authorised to deduct from the payment to be made by HSBC to the Company pursuant to Clause 5.5; and (iii) 50% of all fees 7.1.3 the costs and other expenses properly incurred by each Placing Agent (including but not limited to legal feescosts) incurred in connection with the Placing and HSBC (for and on behalf of the Placing Agent) is hereby authorised to deduct such sums from the payment to be made by Qxxx in relation HSBC to the Placing, provided that Qxxx shall supply Company pursuant to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably requestClause 5.5. (B) 7.2 If this Agreement is terminated pursuant to Clause 8 10 or if for any other reason the Placing is not completed (including but not limited to the circumstances described in Clause 3(C) relating to the Long Stop Date)completed, the Vendor Company shall remain liable to the Placing Agents for the payment of all placing commissions together with all fees costs, charges and other expenses which are referred to in sub-clause (A) Clause 7.1.3 and for the SFC transaction levy and the Stock Exchange trading fee referred to in Clause 7.1.2 to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced to 3% of the aggregate Purchase Price of the Placing Sharesincurred. (i) 7.3 The Vendor Company hereby acknowledges that, in addition to the commissions, costs, charges and expenses referred to in Clause 6(A)7.1, Qxxx each Placing Agent shall be entitled to charge and receive from the Placees and to keep for its own account any brokerage fees or commission in excess of the Placing Price that it may receive from the Placee(s)Placees. (ii) 7.4 The Vendor Company shall be liable for the costs and expenses of its own legal and other professional advisers, the costs and disbursements incurred by the legal advisers to the Placing Agents and out-of-pocket expenses incurred in connection with the Placing and any other transaction contemplated under this AgreementPlacing.

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. (A) 4.1 Placing Agent fees and expenses: In consideration of the services of Qxxx each Placing Agent in relation to the Placing, the Vendor shall pay, or procure and ensure its nominated paying agent pay to pay, to Qxxx each Placing Agent: (and, for this purpose, Qxxx shall be entitled to deduct out a) provided that completion of the Purchase Price for Placing occurs in accordance with Clause 3, in Hong Kong dollars a placing fee of 2% of the amount equal to the Placing Shares): (i) placing commission being calculated as a fee Price multiplied by the number of 5 per cent. of the aggregate Purchase Price for the Allocated Placing Shares placed by such Placing Agent; (iib) provided that completion of the Placing occurs in accordance with Clause 3, the Vendor may, in its sole and absolute discretion, pay an incentive fee equal to up to 0.5% of the amount equal to the Placing Price multiplied by the number of Allocated Placing Shares placed by such Placing Agent (as the same may be notified by the Vendor to such Placing Agent prior to the Placing Completion Date); (c) Hong Kong seller’s ad valorem stamp duty (if applicableany) at the relevant rate on the amount equal to the Placing Price multiplied by the number of Allocated Placing Shares placed by such Placing Agent; (d) seller’s Stock Exchange trading levy, SFC transaction levy and investor compensation levy, if any, and fixed stamp duty and all prescribed fees on the instrument of transfer as may be payable in respect of the sale and transfer of the Allocated Placing SharesShares placed by such Placing Agent to the Placees; and (iiie) 50% of all its legal fees and other any out-of-pocket expenses (including but not limited to legal fees) incurred by Qxxx that Placing Agent in relation to connection with the Placing, Placing and/or the Subscription (provided that Qxxx such out-of pocket expenses shall supply be subject to a maximum of USD50,000 including any expenses in connection with the CB Offering). which amounts the Settlement Agent is hereby authorised to deduct from the payments to be made by it to the Vendor such evidence as pursuant to Clause 3.4. The Settlement Agent shall pay to Credit Suisse, by no later than 4:00 pm on the date that is three Business Days after the Placing Completion Date, all amounts which Credit Suisse is entitled to receive from the Vendor pursuant to this Agreement to the fees and expenses as bank account notified by Credit Suisse to the Vendor may reasonably requestSettlement Agent. 4.2 Placing not completed: If for any reason (Bother than any breach by a Placing Agent of its obligations hereunder) If this Agreement is terminated pursuant to Clause 8 or if for any other reason the Placing is not completed (including but not limited to the circumstances described in Clause 3(C) relating to the Long Stop Date)completed, the Vendor shall remain liable for the payment of all placing commissions together with all fees and other expenses which are referred to in sub-clause (A) to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced to 3% of the aggregate Purchase Price of the Placing Shares. (i) The Vendor hereby acknowledges that, in addition to the commissions, costs, charges costs and expenses referred to in Clause 6(A4.1(c), Qxxx shall be entitled (d) and (e) only to keep for its own account any brokerage fees or commission that it may receive from the Placee(s)extent already incurred. (ii) The Vendor shall be liable for the costs and expenses of its own legal and other professional advisers and out-of-pocket expenses incurred in connection with the Placing and any other transaction contemplated under this Agreement.

PAYMENT OF FEES, COMMISSIONS AND EXPENSES. (A) 7.1 In consideration of the services of Qxxx the Placing Managers in relation to the Placing, the Vendor Company shall pay, or procure and ensure its nominated paying agent pay to pay, to Qxxx (and, for this purpose, Qxxx shall be entitled to deduct out of the Purchase Price for the Placing Shares): (i) placing commission being calculated as a fee of 5 per cent. of the aggregate Purchase Price for the Placing Shares ; (ii) (if applicable) seller’s stamp duty and all prescribed fees as may be payable in respect of the transfer Managers, provided that completion of the Placing Shares; and (iii) 50occurs in accordance with Clause 5, an aggregate placing commission of 0.5% of all fees and other expenses (including but not limited the Placing Price multiplied by the number of Placing Shares, the total amount of which CICC, as settlement agent, on behalf of the Placing Managers is hereby authorised to legal fees) incurred by Qxxx in relation deduct from the payment to be made to the Placing, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request. (B) If this Agreement is terminated Company pursuant to Clause 8 or if for any other reason the Placing is not completed (including but not limited to the circumstances described in Clause 3(C) relating to the Long Stop Date), the Vendor shall remain liable for the payment of all placing commissions together with all fees 5.4 and other expenses which are referred to in sub-clause (A) to the extent already actually and reasonably incurred and for the payment of all fees and other expenses reasonably incurred in consequence of such termination, provided that Qxxx shall supply to the Vendor such evidence as to the fees and expenses as the Vendor may reasonably request, and further provided that if termination is pursuant to Clause 8(A)(i) hereof, the commission referred to in Clause 6(A)(i) shall be reduced paid by CICC, as settlement agent, to 3% of each Placing Manager according to its Relevant Proportion within 7 Business Days after the aggregate Purchase Price of the Placing SharesClosing Date. (i) 7.2 The Vendor Company hereby acknowledges that, in addition to the commissions, costs, charges and expenses placing commission referred to in Clause 6(A)7.1, Qxxx CICC, as settlement agent, on behalf of the Placing Managers shall also be entitled to keep retain for its the Placing Managers’ own account accounts any brokerage fees or commission and commissions that it they may receive from the Placee(s)Placees, which shall be allocated among the Placing Managers in accordance with each Placing Manager’s respective Relevant Proportions. (ii) 7.3 The Vendor Company shall be liable for the costs and expenses of its own legal and other professional advisers advisers, all costs, charges, fees and out-of-pocket expenses of the Company’s share registrar in Hong Kong including (without limitation) their fees and expenses in effecting the issue and allotment of the Placing Shares, and any SFC transaction levy and Stock Exchange trading fee to the extent payable by the Company. For the avoidance of doubt, the Placing Managers shall be responsible for any costs and expenses incurred for their own account in connection with the Placing, including without limitation for the fees and expenses of their legal counsel, Xxxxxxxxx and May, which shall be payable by each Placing Manager according to its Relevant Proportion. 7.4 All payments to be made by the Company to the Placing Managers or any Indemnified Parties (as defined in Clause 9) pursuant to this Agreement shall be denominated in Hong Kong dollars free and clear of, and without deduction or withholding for or on account of any present or future Tax unless the Company is compelled by law to deduct or withhold such tax. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. 7.5 The Company and each of the Placing Managers shall be solely and severally (but not jointly) responsible for discharging their respective PRC Tax obligations in connection with the Placing in accordance with the requirements of any relevant PRC Tax authority. If the Company shall be adjudicated by any PRC Tax authority that it has an obligation to withhold any PRC Tax and/or pay any PRC Tax on behalf of the Placing Managers in respect of the Placing Managers’ provision of its services to the Company, the Company shall give written notice of such adjudication (with supporting evidence) to the Placing Managers and the Placing Managers shall (a) within 7 Business Days after the Company’s written notice of such adjudication, pay to the Company’s designated bank account the full amount of PRC Tax as stipulated in the said written notice (to the extent not already withheld by the Company on its behalf, if any) that the Company has an obligation to pay on its behalf to such PRC Tax authority, and (b) take any other transaction contemplated under this Agreementaction as is reasonably requested in writing by the Company in order to assist the Company to satisfy such PRC Tax withholding or payment obligation (including assisting the Company in responding to any inquiries from, or providing any information as requested by, such PRC Tax authority as soon as practicable after written request by the Company).