Common use of Representation, Warranties and Undertakings Clause in Contracts

Representation, Warranties and Undertakings. (A) In consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, the Company represents, warrants and undertakes to the Placing Agent that: (i) the Company is duly incorporated under the laws of the Cayman Islands and validly existing under the laws of the Cayman Islands with power to conduct its business in the manner presently conducted; (ii) all necessary consents and authorisations will have been obtained at the Completion Date to enable the Company to allot and issue the Placing Shares in accordance with the Memorandum and Articles and with all relevant laws of Hong Kong and the Cayman Islands; and the Placing Shares, will when issued be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares; (iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party; (iv) save as the Placing, the Company has not entered into any agreement to issue and allot new Shares or any securities of the Company that can be converted or exchanged into new Shares; (v) the Company has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, legally binding and enforceable obligations of the Company; (iv) the Company will provide the Placing Agent and its affiliates and sub-agents with all the material facts and information of the Group as the Placing Agent may consider necessary for the purpose of the Placing; (v) the Company shall utilise the proceeds from the Placing as stated in the Announcement; (vi) there shall not be material change to the business nature of the Group; (vii) the Company accepts full responsibilities for the accuracy of all information and facts provided to the Placing Agent and its affiliates and sub-agents in relation to the Placing; warrants that no other information or facts will be withheld, the omission of which will make the information or facts provided to the Placing Agent and its affiliates and sub-agents incorrect or misleading in a material respect; and will notify the Placing Agent should such omission or inaccuracy first come to the attention of the directors of the Company; (viii) if the Placing Shares are not successfully deposited into such CCASS account(s) or if definitive documents of title in respect of the Placing Shares are not delivered to the Placing Agent in the manner described in Clause 5(ii)5(a) as result of sole failure by the Company, the Company shall be responsible and reimburse the Placing Agent for all the costs and expenses (including without limitation, brokerage fees, stamp duty, SFC transaction levy and Stock Exchange trading fee) incurred by the Placing Agent and/or its affiliates for acquiring, purchasing, transfer and deal in shares of the Company on its behalf so as to cover any short position as a result thereof); (ix) the Placing Shares, when issued and fully paid up shall rank pari passu in all respects with the other Shares in issue as at the date of allotment and will be free from all liens, charges, encumbrances, claims, options or other third party rights together with all rights attaching thereto as at the date of allotment; and (x) the foregoing representations, warranties and undertakings shall be deemed to be repeated on the Completion Date as if given or made on such date, with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. The Company undertakes to notify the Placing Agent of any matter or event coming to its attention prior to the Completion Date which shows any of the representations, warranties and undertaking to be or to have been untrue, inaccurate or misleading in any material respect. (B) The Placing Agent represents, warrants and undertakes to the Company that: (i) it has power to enter into this Agreement and this Agreement has been duly authorised and executed by, and constitutes legally binding obligations of the Placing Agent; (ii) it has not offered or sold and it will not, directly or indirectly, offer or sell any Placing Shares or distribute or publish any documents in relation to the Placing in any country or jurisdiction except under circumstances that will not result in or constitute a breach of any applicable laws and the GEM Listing Rules or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained, including but not limited to offer to the public within the meaning of the Companies Ordinance, and all offers and sales of Placing Shares will be made on such terms; (iii) it will not, directly or indirectly, engage in price stabilisation in relation to the Placing; (iv) it has not made and shall not make to any person to whom the Placing Shares may be offered any representation or statement regarding the Company and the Group or the financial or business position or prospects of the Company or the Group which was not or is not, at the time of making the same, general public knowledge in the marketplace; (v) it shall use all reasonable endeavours to provide a confirmation of independence of the Placees and a list of the Placees to the Stock Exchange; (vi) it will use all reasonable endeavours to ensure that none of the Placees and their respective associates (as defined in the GEM Listing Rules) will become a substantial shareholder (as defined in the GEM Listing Rules) of the Company as a result of the Placing; and (vii) it and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons (as defined in the GEM Listing Rules). (C) Subject to any requirements of the Stock Exchange and the SFC and the terms of this Agreement, neither of the parties shall, directly or indirectly, make any announcement or communication in relation to this Agreement or any matter ancillary thereto without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (D) The Company shall release the Announcement for publication as soon as practicable after execution of this Agreement, amended as may be agreed between the Company and the Stock Exchange. Any reference to the name, logo and other identity of the Placing Agent in the Announcement and any other announcement(s) in relation to this Agreement shall be subject to the written consent of the Placing Agent (such consent not to be unreasonably withheld or delayed). (E) Save for the Announcement and save as required by law or by the Stock Exchange or the SFC, the Company hereby undertakes to the Placing Agent to procure that no public announcement or communication (other than the Announcement) to shareholders of the Company or to the Stock Exchange or to the SFC concerning the Placing which is material in relation to the Placing shall be made or despatched by the Company between the date hereof and the Completion Date without prior written notice to the Placing Agent as to the content, timing and manner of making or despatch thereof, and thereafter no such announcement or communication concerning the Placing shall be made by the Company for the period of one week after the Completion Date without the Company consulting the Placing Agent and taking into account its reasonable requests in relation to the content, timing and manner of the making thereof. (F) The representations and warranties contained in this Clause are deemed to be given as at the date hereof and will remain in full force and effect notwithstanding the allotment and issue of the Placing Shares to the Placees. Each party hereto hereby undertakes to notify the other parties to this Agreement of any matter or event coming to its attention prior to the Completion Date, which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof or, at any time prior to the Completion Date.

Representation, Warranties and Undertakings. (A) In consideration of the Placing Agent entering into this Agreement and agreeing to perform performing its obligations hereunder, the Company represents, warrants and undertakes to the Placing Agent that: (i) the Company is duly incorporated under the laws of the Cayman Islands and validly existing under the laws of the Cayman Islands place of its incorporation with power to conduct its business in the manner presently conductedconducted and the information contained in this Clause is true and accurate; (ii) all necessary consents and authorisations will have been be obtained at on or before the Completion Date to enable the Company to allot and issue the Placing Shares in accordance with the Memorandum and Articles and with all relevant laws of Hong Kong and the Cayman Islands; and the Placing Shares, will when issued be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares; (iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party; and the General Mandate has not been utilised or revoked prior to Completion; (iv) save as the Placing, the Company has not entered into any agreement to issue and allot new Shares or any securities of the Company that can be converted or exchanged into new Shares; (v) the Company has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, legally binding and enforceable obligations of the Company; (ivv) the Company will provide the Placing Agent and its affiliates and sub-sub- placing agents with all the material facts and information of the Group as the Placing Agent may consider necessary for the purpose of the Placing; (vvi) the Company shall utilise the proceeds from the Placing as stated information in the Announcement; (vi) there shall not be material change to the business nature of the Group; (vii) Announcement is true and accurate, and the Company accepts full responsibilities for the accuracy of all information and facts provided to the Placing Agent and its affiliates and sub-placing agents in relation to the Placing; warrants that no other material information or facts will be withheld, the omission of which will make the information or facts provided to the Placing Agent and its affiliates and sub-placing agents incorrect or misleading in a material respect; and will notify the Placing Agent should such omission or inaccuracy first come to the attention of the directors of the Company; (viiivii) if the Placing Shares are not successfully deposited into such CCASS account(s) or if definitive documents of title in respect of the Placing Shares are not delivered to the Placing Agent in the manner described in Clause 5(ii)5(a) as result of sole failure by the Company5(ii)(a), the Company shall be responsible and reimburse the Placing Agent for all the reasonable costs and expenses (including without limitation, brokerage fees, stamp duty, SFC transaction levy and Stock Exchange trading fee) incurred by the Placing Agent and/or its affiliates for acquiring, purchasing, transfer and deal in shares of relation to the Company on its behalf so as to cover any short position as a result thereof);Placing; and (ixviii) the Placing Shares, when issued and fully paid up shall rank pari passu in all respects among themselves and with the other Shares in issue as at the date of allotment and issue and will be free from all liens, charges, encumbrances, claims, options or other third party rights together with all rights attaching thereto as at the date of allotment; and (x) allotment and thereafter, including the foregoing representationsright to receive all future dividends and other distributions thereafter declared, warranties and undertakings shall be deemed to be repeated made or paid on the Completion Date as if given or made on such date, with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. The Company undertakes to notify the Placing Agent of any matter or event coming to its attention prior to the Completion Date which shows any of the representations, warranties and undertaking to be or to have been untrue, inaccurate or misleading in any material respectShares. (B) The Placing Agent represents, warrants and undertakes to the Company that: (i) it has power under its constitutional documents to enter into this Agreement and this Agreement has been duly authorised and executed by, and constitutes valid, legally binding and enforceable obligations of the Placing Agent; (ii) it has not offered or sold and it will not, directly or indirectly, offer or sell any Placing Shares or distribute or publish any documents in relation to the Placing in any country or jurisdiction except under circumstances that will not result in or constitute a breach of any applicable laws and the GEM Listing Rules or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained, including but not limited to offer to the public within the meaning of the Companies Ordinance, Ordinance or Companies (WUMP) Ordinance or in any other place in any manner in which the securities laws or regulations of any place may be infringed and all offers and sales of Placing Shares will be made on such terms; (iii) it will procure not less than six Placees for the subscription of the Placing Shares at the Placing Price upon and subject to the terms and conditions of this Agreement; (iv) it will use its best endeavour to ensure that the Placees and their respective ultimate beneficial owners will be Independent Third Parties; (v) it will make available and promptly supply, or procure the relevant Placee(s) to make available and promptly supply, to the Stock Exchange and the SFC or any other regulatory authority all information in relation to the Placee(s) which may be required by the Stock Exchange, the SFC and/or any other regulatory authority; (vi) it will ensure the fulfilment and compliance of all applicable rules and regulations of the Stock Exchange in relation to its role as placing agent for the Placing, and, if required, will issue appropriate written confirmation of such fulfilment and compliance; (vii) it will not, and will procure that any sub-placing agent(s) referred to in Clause 3 will not offer or sell or procure subscriptions or make an invitation for or in respect of the Placing Shares under any circumstances in which such offer, sale, procurement, subscription or invitation is unlawful or not authorised, or to and from any person unless it is in accordance with any applicable law; (viii) it will not, directly or indirectly, engage in price stabilisation in relation to the Placing; (ivix) it has not made and shall not make to any person to whom the Placing Shares may be offered any representation or statement regarding the Company and the Group or the financial or business position or prospects of the Company or the Group which was not or is not, at the time of making the same, general public knowledge in the marketplace; (vx) it shall use all reasonable endeavours to provide a confirmation of independence of the Placees and a list of the Placees to the Stock Exchange; (vixi) none of the Placees to be procured by the Placing Agent falls or will, upon Completion, fall under the category of a “US person” under the United States Securities Act of 1933; (xii) it will use all reasonable endeavours to ensure that none of the Placees and their respective associates (as defined in the GEM Listing Rules) will will, immediately upon Completion, become a substantial shareholder (as defined in the GEM Listing Rules) of the Company as a result of the Placing; and; (viixiii) it and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons Persons; and (xiv) it will procure that its sub-placing agents (if any) will observe, agree to and comply with, and will be bound by, the provisions of this Clause 4(B) as defined in if such sub-placing agents were parties hereto for the GEM Listing Rules)purpose of this Clause 4(B) . (C) Subject to any requirements of the Stock Exchange and Exchange, the SFC and the terms of this Agreement, neither of the parties shall, directly or indirectly, make any announcement or communication in relation to this Agreement or any matter ancillary thereto without the prior written consent of the other (such consent not to be unreasonably withheld or delayed)other. (D) The Company shall release the Announcement for publication as soon as practicable after execution of this Agreement, amended as may be agreed between the Company and the Stock Exchange. Any reference to the name, logo and other identity of the Placing Agent in the Announcement and any other announcement(s) in relation to this Agreement shall be subject to the written consent of the Placing Agent (such consent not to be unreasonably withheld or delayed). (E) Save for the Announcement and the announcement to be made on the date of Completion (“Completion Announcement”), and save as required by law or by the Listing Rules / the Takeovers Code or by the Stock Exchange or the SFC, the Company hereby undertakes to the Placing Agent to procure that no public announcement or communication (other than the Announcement and the Completion Announcement) to shareholders of the Company or to Company, the Stock Exchange or to the SFC concerning the Placing which is material in relation to the Placing shall be made or despatched by the Company between the date hereof and the Completion Date without prior written notice to the Placing Agent as to the content, timing and manner of making or despatch thereof, such approval not to be unreasonably withheld or delayed, and thereafter no such announcement or communication concerning the Placing shall be made by the Company for the period of one week after the Completion Date without the Company consulting the Placing Agent and taking into account its reasonable requests in relation to the content, timing and manner of the making thereof. (FE) The representations and warranties contained in this Clause are shall be deemed to be given as at the date hereof and will remain in full force and effect notwithstanding the allotment and issue of the Placing Shares to the Placeesuntil one week after Completion. Each party hereto hereby undertakes to notify the other parties to this Agreement of any matter or event coming to its attention prior to the Completion Date, which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof or, at any time prior to the Completion Date.

Representation, Warranties and Undertakings. (A) 7.1 In consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, the Company represents, warrants and undertakes to hereby makes the Placing Agent that: (i) the Company is duly incorporated under the laws of the Cayman Islands and validly existing under the laws of the Cayman Islands with power to conduct its business in the manner presently conducted; (ii) all necessary consents and authorisations will have been obtained at the Completion Date to enable the Company to allot and issue the Placing Shares in accordance with the Memorandum and Articles and with all relevant laws of Hong Kong and the Cayman Islands; and the Placing Shares, will when issued be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares; (iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party; (iv) save as the Placing, the Company has not entered into any agreement to issue and allot new Shares or any securities of the Company that can be converted or exchanged into new Shares; (v) the Company has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, legally binding and enforceable obligations of the Company; (iv) the Company will provide the Placing Agent and its affiliates and sub-agents with all the material facts and information of the Group as the Placing Agent may consider necessary for the purpose of the Placing; (v) the Company shall utilise the proceeds from the Placing as stated in the Announcement; (vi) there shall not be material change to the business nature of the Group; (vii) the Company accepts full responsibilities for the accuracy of all information and facts provided to the Placing Agent and its affiliates and sub-agents in relation to the Placing; warrants that no other information or facts will be withheld, the omission of which will make the information or facts provided to the Placing Agent and its affiliates and sub-agents incorrect or misleading in a material respect; and will notify the Placing Agent should such omission or inaccuracy first come to the attention of the directors of the Company; (viii) if the Placing Shares are not successfully deposited into such CCASS account(s) or if definitive documents of title in respect of the Placing Shares are not delivered to the Placing Agent in the manner described in Clause 5(ii)5(a) as result of sole failure by the Company, the Company shall be responsible and reimburse the Placing Agent for all the costs and expenses (including without limitation, brokerage fees, stamp duty, SFC transaction levy and Stock Exchange trading fee) incurred by the Placing Agent and/or its affiliates for acquiring, purchasing, transfer and deal in shares of the Company on its behalf so as to cover any short position as a result thereof); (ix) the Placing Shares, when issued and fully paid up shall rank pari passu in all respects with the other Shares in issue as at the date of allotment and will be free from all liens, charges, encumbrances, claims, options or other third party rights together with all rights attaching thereto as at the date of allotment; and (x) the foregoing representations, warranties and undertakings shall be deemed set out in Schedule 2 to be repeated on the Completion Date as if given or made on such date, with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. The Company undertakes to notify the Placing Agent on and as of any matter or event coming to its attention prior to the date of this Agreement and the Completion Date which shows any Date. 7.2 The Company acknowledges that the Placing Agent is entering into this Agreement in reliance upon each of the representations, warranties and undertaking undertakings set out in Schedule 2. The Company shall notify the Placing Agent if at any time on or before the Completion Date any of the representations or warranties set out in Schedule 2 ceases to be true and accurate or has become misleading in each case in any material respect or in the event that the Company breaches any undertaking or fails to have been untrue, inaccurate or misleading comply with any obligation under this Agreement in any material respect. (B) 7.3 The Company undertakes within ten days after receiving written demand by the Placing Agent represents, warrants to indemnify and undertakes to the Company that: (i) it has power to enter into this Agreement and this Agreement has been duly authorised and executed by, and constitutes legally binding obligations of hold harmless the Placing Agent; (ii) it has not offered or sold and it will not, directly or indirectly, offer or sell any Placing Shares or distribute or publish any documents in relation to the Placing in any country or jurisdiction except under circumstances that will not result in or constitute a breach of any applicable laws and the GEM Listing Rules or give rise to a requirement for any prospectus to be published or filed Agent or any registration person appointed as a sub-placing agent pursuant to Clause 2.2 or qualification to be made or obtained, including but not limited to offer to the public within the meaning any of the Companies Ordinance, and all offers and sales of Placing Shares will be made on such terms; (iii) it will not, directly or indirectly, engage in price stabilisation in relation to the Placing; (iv) it has not made and shall not make to any person to whom the Placing Shares may be offered any representation or statement regarding the Company and the Group or the financial or business position or prospects of the Company or the Group which was not or is not, at the time of making the same, general public knowledge in the marketplace; (v) it shall use all reasonable endeavours to provide a confirmation of independence of the Placees and a list of the Placees to the Stock Exchange; (vi) it will use all reasonable endeavours to ensure that none of the Placees and their respective associates (as defined in the GEM Listing Rules) and any of their respective directors, officers and employees which shall have been involved in effecting the Placing (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or expenses which any Indemnified Parties may suffer or incur or, in each case, actions in respect thereof, related to or arising out of any Indemnified Parties' role in connection herewith, directly or indirectly arising out of or in connection with the Placing and against all losses and all costs, charges and expenses (including legal fees as they are incurred) which any of the Indemnified Parties may suffer or reasonably incur (except for any loss, costs, charge or expense as finally judicially determined by a court of competent jurisdiction to have resulted from (and then only to the extent of) any fraud, wilful default or gross negligence on the part of the relevant Indemnified Party) (including, but not limited to, all such losses, costs, charges or expenses suffered or incurred in investigating, preparing, disputing or defending any such action or claim, whether or not in connection with a pending or threatened litigation in which such Indemnified Party is a party or any Proceedings). If any Indemnified Parties is subject to tax in respect of any indemnity payable under this Clause 7.3, the sum payable shall be increased to such amount as will become ensure that after payment of such tax such Indemnified Party shall be left with a substantial shareholder (as defined sum equal to the amount that it would have received in the GEM Listing Rules) absence of such charge to tax (after giving credit for any tax relief available in respect of the matter giving rise to the indemnity). The obligations of the Company under this Clause 7.3 shall be in addition to any liability that the Company may otherwise have. 7.4 No claim shall be made against the Placing Agent or any person, appointed as a result sub-placing agent pursuant to Clause 2.2, by the Company to recover any damage, cost, charge or expense which the Company may suffer or incur by reason of or arising from the carrying out by such Placing Agent of the Placing; and (vii) work to be done by it and pursuant hereto or the performance of its ultimate beneficial owners are third parties independent obligations hereunder or otherwise in connection with the Placing PROVIDED THAT such damages, cost, charges or expense is not suffered or incurred as finally judicially determined by a court of competent jurisdiction to have resulted from any fraud, wilful default or gross negligence on the Company and its Connected Persons (as defined in the GEM Listing Rules)part of such Placing Agent. (C) Subject to any requirements of the Stock Exchange and the SFC and the terms of this Agreement, neither of the parties shall, directly or indirectly, make any announcement or communication in relation to this Agreement or any matter ancillary thereto without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (D) 7.5 The Company shall release the Announcement for publication as soon as practicable after execution of this Agreementnot, amended as may be agreed between the Company and the Stock Exchange. Any reference to the name, logo and other identity of the Placing Agent in the Announcement and any other announcement(s) in relation to this Agreement shall be subject to the written consent of the Placing Agent (such consent not to be unreasonably withheld or delayed). (E) Save for the Announcement and save as required by law or by the Stock Exchange or the SFC, the Company hereby undertakes to the Placing Agent use its reasonable endeavours to procure that no public announcement or communication (other than the Announcement) to shareholders member of the Company or to the Stock Exchange or to the SFC concerning the Placing which is material in relation to the Placing shall be made or despatched by the Company between the date hereof and the Completion Date without prior written notice to the Placing Agent as to the content, timing and manner of making or despatch thereof, and thereafter no such announcement or communication concerning the Placing shall be made by the Company for the period of one week after the Completion Date without the Company consulting the Placing Agent and taking into account its reasonable requests in relation to the content, timing and manner of the making thereof. (F) The representations and warranties contained in this Clause are deemed to be given as at the date hereof and will remain in full force and effect notwithstanding the allotment and issue of the Placing Shares to the Placees. Each party hereto hereby undertakes to notify the other parties to this Agreement of any matter or event coming to its attention prior to the Completion Date, which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof orGroup shall, at any time prior to or on the Completion DateDate do or omit to do anything which may cause any of the representation and warranties made by it and set out in Schedule 2 to be untrue in any material respect. 7.6 At any time after the date hereof, each of the Parties shall, at the request and cost of the requesting Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the requesting Party may reasonably require for the purpose of giving to the requesting Party the full benefit of all the provisions of this Agreement.

Representation, Warranties and Undertakings. (A) 6.1 In consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, the Company represents, Vendor hereby warrants and undertakes represents to and for the benefit of the Placing Agent thatas follows: (iA) the Placing Shares are fully paid up and the Vendor is the beneficial owner of the Placing Shares and the Vendor has the necessary power and authority to enable it to sell the Placing Shares hereunder free from any lien, charge, encumbrance or third party right whatsoever and together with all rights attaching thereto at the Closing Date and the Company has not exercised any lien over any of the Placing Shares; (B) the Company is duly incorporated under the laws of the Cayman Islands and validly existing under the laws of the Cayman Islands place of its incorporation with power to conduct its business in the manner presently conductedconducted and the information contained in the Recitals is true and accurate; (iiC) all necessary consents and authorisations will have been obtained at the Completion Date to enable the Company Vendor to allot and issue the Placing Shares in accordance with the Memorandum and Articles and with all relevant laws of Hong Kong and the Cayman Islands; and sell the Placing Shares, will when issued be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares; (iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party; (iv) save as the Placing, the Company has not entered into any agreement to issue and allot new Shares or any securities of the Company that can be converted or exchanged into new Shares; (v) the Company Vendor has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, valid and legally binding and enforceable obligations of the Company;Vendor; and (ivD) save as previously disclosed by the Company will provide to the Placing Agent and its affiliates and sub-agents with all public in writing during the material facts and information preceding 12 months or otherwise than in the ordinary course of business, no member of the Group as has entered into a material contract or commitment of an unusual or onerous nature which, in the Placing Agent may consider necessary for the purpose context of the Placing; (v) the Company shall utilise the proceeds from the Placing as stated , might be material for disclosure and each such company has carried on its business in the Announcement;ordinary and usual course. (vi) there shall not be material change to the business nature of the Group; (vii) the Company accepts full responsibilities for the accuracy of all information 6.2 The representations and facts provided to the Placing Agent and its affiliates and sub-agents warranties set out in relation to the Placing; warrants that no other information or facts will be withheld, the omission of which will make the information or facts provided to the Placing Agent and its affiliates and sub-agents incorrect or misleading in a material respect; and will notify the Placing Agent should such omission or inaccuracy first come to the attention of the directors of the Company; (viii) if the Placing Shares this Clause 6 are not successfully deposited into such CCASS account(s) or if definitive documents of title in respect of the Placing Shares are not delivered to the Placing Agent in the manner described in Clause 5(ii)5(a) as result of sole failure by the Company, the Company shall be responsible and reimburse the Placing Agent for all the costs and expenses (including without limitation, brokerage fees, stamp duty, SFC transaction levy and Stock Exchange trading fee) incurred by the Placing Agent and/or its affiliates for acquiring, purchasing, transfer and deal in shares of the Company on its behalf so as to cover any short position as a result thereof); (ix) the Placing Shares, when issued and fully paid up shall rank pari passu in all respects with the other Shares in issue given as at the date of allotment hereof and will be free from all liens, charges, encumbrances, claims, options or other third party rights together with all rights attaching thereto as at the date of allotment; and (x) the foregoing representations, warranties and undertakings shall be deemed to be repeated by Vendor on the Completion Closing Date as if given or made on such date, with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completionsubsisting. The Company Vendor undertakes up to and until completion of this Agreement or its earlier termination to notify the Placing Agent of any matter or event coming to its attention prior to the Completion Closing Date which shows would or would reasonably be considered to render or have rendered any of the representations, representations and warranties and undertaking to be or to have been made by it set out in Clause 6 untrue, inaccurate or misleading in any material respect. (B) 6.3 The Vendor undertakes on demand to indemnify the Placing Agent representsagainst all or any claims, warrants and undertakes to actions, liabilities, demands, proceedings or judgments brought or established against the Company that: (i) it has power to enter into Placing Agent by any Placee or by any governmental agency, regulatory body or other person, directly or indirectly arising out of or in connection with the Vendor’s breach of any provisions of this Agreement and this Agreement has been duly authorised against all losses and executed byall costs, charges and constitutes legally binding obligations of expenses (including legal fees as they are reasonably incurred) which the Placing Agent; Agent may suffer or reasonably incur in respect thereof (ii) it has not offered except for any loss, costs, charge or sold and it will not, expense suffered or incurred directly or indirectly, offer or sell any Placing Shares or distribute or publish any documents in relation to the Placing in any country or jurisdiction except under circumstances that will not result in or constitute a breach of any applicable laws and the GEM Listing Rules or give rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained, including but not limited to offer to the public within the meaning of the Companies Ordinance, and all offers and sales of Placing Shares will be made on such terms; (iii) it will not, directly or indirectly, engage in price stabilisation in relation to the Placing; (iv) it has not made and shall not make to any person to whom the Placing Shares may be offered any representation or statement regarding the Company and the Group or the financial or business position or prospects of the Company or the Group which was not or is not, at the time of making the same, general public knowledge in the marketplace; (v) it shall use all reasonable endeavours to provide a confirmation of independence of the Placees and a list of the Placees to the Stock Exchange; (vi) it will use all reasonable endeavours to ensure that none of the Placees and their respective associates (as defined in the GEM Listing Rules) will become a substantial shareholder (as defined in the GEM Listing Rules) of the Company indirectly as a result of or in connection with any fraud, default or negligence on the Placing; and Placing Agent or as a result of any breach of any provisions of this Agreement by the Placing Agent) (vii) it and its ultimate beneficial owners are third parties independent of the Company and its Connected Persons (as defined including, but not limited to, all such losses, costs charges or expenses suffered or incurred in the GEM Listing Rulesdisputing or defending any Proceedings). 6.4 The Placing Agent undertakes on demand to indemnify the Vendor or any of its directors (Cthe “Indemnified Parties”) Subject to against all or any requirements claims, actions, liabilities, demands, proceedings or judgments brought or established against any of the Stock Exchange and the SFC and the terms of this AgreementIndemnified Parties by any Placee or by any governmental agency, neither of the parties shallregulatory body or other person, directly or indirectly, make any announcement indirectly arising out of or communication in relation to this Agreement or any matter ancillary thereto without connection with the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (D) The Company shall release the Announcement for publication as soon as practicable after execution of this Agreement, amended as may be agreed between the Company and the Stock Exchange. Any reference to the name, logo and other identity breach of the Placing Agent in the Announcement and or any other announcement(s) in relation person appointed as a sub-placing agent pursuant to Clause 2.2 of any provisions of this Agreement shall be subject to the written consent and against all losses and all costs, charges and expenses (including legal fees as they are incurred) which any of the Placing Agent Indemnified Parties may suffer or reasonably incur in respect thereof (including, but not limited to, all such consent not to be unreasonably withheld losses, costs charges or delayedexpenses suffered or incurred in disputing or defending any Proceedings). (E) Save for the Announcement and save as required by law or by the Stock Exchange or the SFC, the Company hereby undertakes to the Placing Agent to procure that no public announcement or communication (other than the Announcement) to shareholders 6.5 The foregoing provisions of the Company or to the Stock Exchange or to the SFC concerning the Placing which is material in relation to the Placing shall be made or despatched by the Company between the date hereof and the Completion Date without prior written notice to the Placing Agent as to the content, timing and manner of making or despatch thereof, and thereafter no such announcement or communication concerning the Placing shall be made by the Company for the period of one week after the Completion Date without the Company consulting the Placing Agent and taking into account its reasonable requests in relation to the content, timing and manner of the making thereof. (F) The representations and warranties contained in this Clause are deemed to be given as at the date hereof and will 6 shall remain in full force and effect notwithstanding the allotment and issue completion of the Placing Shares Placing. 6.6 The Vendor shall not, and shall use its best endeavours to procure that no member of the Placees. Each party hereto hereby undertakes to notify the other parties to this Agreement of any matter or event coming to its attention prior to the Completion Date, which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof orGroup shall, at any time prior to or on the Completion DateClosing Date do or omit to do anything which may cause any of the representation and warranties made by it and set out in Clause 6 to be untrue. 6.7 At any time after the date hereof, each of the parties shall, at the request and cost of another party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the provisions of this Agreement. 6.8 Any liability to the Placing Agent hereunder may in whole or in part be released compounded or compromised and time or indulgence may be given by the Vendor as regards any person under such liability without prejudicing the Vendor’s rights against any other person under the same or a similar liability.