Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 5.1. For the avoidance of doubt no term of this Policy (whether express or implied) is a representation or warranty unless it is expressly set out in this Article 5. 5.2. The Issuer hereby Policyholder represents, warrants and undertakes that: (a) the Policyholder has ensured that the Borrower has, at Policy Effective Date, obtained all material authorisations and licences which, to the Subscriber in Knowledge of the terms set out in this Clause 5 Information Holders, the Borrower is required to obtain under the regulations of the Policyholder’s Country and/or the constitutive document of the Borrower for the performance of the Facility Agreement and Schedule 3 the Export Contract; (b) the Policyholder has, at Policy Effective Date, obtained all material authorisations and licences which, to the Knowledge of the Information Holders, the Policyholder is required to obtain under the regulations of the Policyholder’s Country and/or the constitutive document of the Policyholder for the performance of the Facility Agreement; (c) so far as the Information Holders are aware, as at Policy Effective Date, the date hereof Export Contract and Facility Agreement were legally valid, binding and enforceable between the respective parties. The Policyholder shall have satisfied this obligation if a legal opinion of counsel, as at Completion. 5.2 The Subscriber hereby representsmutually acceptable, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up provided to and including accepted by EXIM Bank prior to Policy Effective Date; (d) subject to Article 14, the Completion Date, Policyholder will maintain the Minimum Retained Uninsured Percentage of the Insured Transaction uninsured for the Policy Period (as such amount may be true, complete reduced from time to time by any repayment or pre-payment of the amounts due and accurate payable under the Facility Agreement in all material respects (accordance with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty the Facility Agreement and this Policy or any other terms as reduced from time to time pursuant to Article 8.4. (Cancellation) in this Policy); (e) no extension of this Agreement.credit shall be granted to the Borrower under the Facility Agreement unless EXIM Bank agrees in writing with or without additional conditions. If EXIM Bank does agree, an additional premium will be charged to the Policyholder; 5.6 If any party fails to perform any of (f) it will not assign or transfer its obligations in any material respect (including its obligation at Completion) rights under this the Facility Agreement or breaches this Policy to any third party without prior written consent of EXIM Bank; and (g) it has complied with the terms set out Framework for Managing Risks of Trade Based Money Laundering and Terrorist Financing issued and amended by the State Bank of Pakistan time and again, in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited regard to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require Obligor and the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or Borrower and has performed applicable statutory and regulatory compliance checks in regard to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsBorrower. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Vendor hereby represents, represents and warrants to and undertakes to with the Subscriber in Purchaser that save as disclosed herein each of the terms Warranties set out in this Clause 5 and Schedule 3 2 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at shall be for all times from the date of this Agreement up to and including the Completion Date, be true, complete Date are true and accurate correct in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreementrespects. 5.4 5.2 The Subscriber is deemed to have repeated all Vendor shall on demand indemnify the Subscriber Warranties on Purchaser against any loss, damage, cost or expense suffered or incurred by the basis that such Subscriber Warranties will, at all times Purchaser or the Companies arising directly or indirectly from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms breach of any other Warranty of the Warranties or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completiona) under The Vendor acknowledges that the Purchaser has entered into this Agreement or breaches any in reliance upon the Vendor’s Warranties. (b) Each of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completionwarranties shall constitute a separate and independent warranty, then without prejudice to all and any other rights the Purchaser shall have a separate claim and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except action in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any every breach of any of the Issuer Warranties. (c) The Vendor’s Warranties shall survive Completion. 5.4 The Vendor agrees that the Purchaser, prior to Completion, shall have the right to appoint certain employees to the Companies to participate in the business operation, exact arrangement to be agreed. 5.5 The Vendor agrees to deliver to the Purchaser necessary documents as followed, including, but not limited to, corporate seals of the Companies, original Certificates of Business of each of the Companies, original Memorandum and obligations under this AgreementArticles of Association of each of the Companies and Audit Reports of each of the Companies for the financial year as of December 31, 2021; 5.6 The Vendor and the Purchaser agree that in the event that the Companies needs to raise further working capital after Completion, the Purchaser, subject to a mutually agreed business plan, agrees to provide further working capital to the Companies in the form of shareholder’s loan, which shall be interest-bearing at a rate to be determined. 5.7 The Vendor and the Purchaser agree that the Purchaser shall have the right to add more warranty clauses (by way of supplemental agreement or side letter) after completing the due diligence review before Completion. 5.8 The Subscriber agrees Vendor shall provide the Kewei Intelligent Cloud Platform for the Purchaser’s use for free, however, the Purchaser shall bear its own cost related to indemnify the server, and hold harmless both the Issuer Vendor and Purchaser reserve the rights to further negotiate and adjust this provision from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreementtime to time. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 11.1 The Issuer hereby Company represents, warrants and undertakes to each of the Subscriber in the terms set out in this Clause 5 and Schedule 3 as Underwriters at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Prospectus, any such time as any Supplementary Prospectus shall be published in accordance with this Agreement, at such time this Agreement shall become unconditional in accordance with Clause 2 , at the Result Announcement Date, the Closing Date and the date of Registration, in the terms of the Warranties in Schedule 1 and such Warranties shall be true, complete and accurate in all material respects (with respect deemed to be repeated at each such date by reference to the facts and circumstances subsisting prevailing at such time except as specifically provided otherwise) time. 11.2 The Company will deliver to the Underwriters a certificate in the form set out in Schedule 2 prior to and such Issuer Warranties shall have with effect as if given immediately before the publication of the Rights Issue Announcement, and prior to and with effect immediately before the issue of any Supplementary Prospectus, at each of such times as well as the Result Announcement Date, the Closing Date and the date of Registration. On their deemed repetition, under the terms of this AgreementClause 11.2 such Warranties shall be qualified to the extent of any facts or information fairly disclosed (i) in the Prospectus, as supplemented by any Supplementary Prospectus published on or prior to the date of such repetition; and (ii) if repeated after the last time at which a Supplementary Prospectus can be published, in any announcement subsequently made by or on behalf of the Company through a Regulatory Information Service. 5.4 The Subscriber 11.3 Except to the extent reasonably necessary to comply with applicable law and regulation, the Company shall not cause (insofar as is deemed within its control) or permit (insofar as it is able using all reasonable endeavours) and the Company shall procure that no other Group Company nor any of its or their respective directors, officers, employees or agents shall cause (insofar as it is within their control) or (so far as they are able using all reasonable endeavours) permit any event to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from occur or omit to do anything between the date of this Agreement up to and including the Completion Dateearlier of (i) the Closing Date and (ii) the date that the Underwriters’ obligations under this Agreement cease in accordance with its terms which would make any statement in Schedule 1 untrue, be trueinaccurate or misleading if, complete and accurate in all material respects (with respect such case, such statement were repeated at such date by reference to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreementthen existing. 5.5 Each Warranty shall be construed as a separate warranty 11.4 The Company agrees and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is Underwriters are entering into this Agreement in reliance on the Issuer WarrantiesWarranties set out in this Clause 11 and in Schedule 1 and each such representation, Warranty and undertaking shall not be limited by reference (express or implied) to the terms of any other representation, warranty or undertaking or any other provision of this Agreement. 11.5 The Warranties set out in Schedule 1 and deemed to have been given pursuant to Clause 11.1 shall remain in full force and effect notwithstanding the completion of the Rights Issue and all other matters and arrangements referred to in or contemplated by this Agreement. 11.6 The Company undertakes as soon as practicable to notify the Joint Global Co-ordinators (on behalf of the Underwriters) (and, upon request, confirm such notification in writing) of any written communication concerning the Acquisition, which the Company may receive, prior to the later of the Closing Date and the date on which all of the New Shares have been distributed by the Underwriters, from any regulatory, administrative or judicial authority, or any other communication concerning the Acquisition which the Company may receive prior to the later of the Closing Date and the date on which all of the New Shares have been distributed by the Underwriters and which is material to the Rights Issue and/or Acquisition. 11.7 The provisions of Schedule 5 shall have effect as undertakings on the part of the persons specified in the relevant paragraphs of Schedule 5 to each of the Underwriters. 11.8 The Company undertakes to the Joint Global Co-ordinators that it will take reasonable steps to enforce, or (if applicable) procure the enforcement by each Group Company of its rights pursuant to any material breach of any undertakings or obligations as set out in the Collaboration Agreement, the Separation Agreement, the SPA, the Foundation Irrevocable Subscription Undertaking and the Foundation Irrevocable Voting Undertaking , unless (i) the prior written consent of the Joint Global Co-ordinators to such steps not being taken has been obtained; or (ii) the Directors conclude acting in good faith and having taken independent external legal advice, and following consultation in advance with the Joint Global Co- ordinators, that it would not be compatible with their fiduciary duties as directors to take such steps.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber Purchaser that it has the legal right, full power, legal capacity and authority, and has obtained all necessary approvals, to enter into this Agreement and any other documents to be executed by such pursuant to or in connection with this Agreement and to exercise its rights and perform its obligations hereunder, and this Agreement and the terms set out said documents when signed shall constitute legal, valid and binding obligations on the Vendor and enforceable in accordance with their terms. 6.2 The Vendor represents and warrants to the Purchaser that upon Completion, the Sale Shares sold by the Vendor shall be fully paid up and are legally and beneficially owned by it, and it has the power, authority, legal capacity and has obtained authorisation to sell and transfer the Sale Shares to be sold by it, and that the Sale Shares to be sold by it shall be free of all Encumbrances with all rights attached thereto on the Completion Date. 6.3 If, after the signing of this Clause 5 Agreement and Schedule 3 as at before Completion, any event shall occur or matter shall arise which results or may result in any of the date hereof and as at Warranties of the Vendor being untrue, misleading or inaccurate in any respect, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion. 5.2 6.4 The Subscriber hereby represents, warrants total aggregate liability of the Vendor for any claim or claims of breaches under this Agreement (excluding other legal and undertakes other costs and expenses) shall not in any event exceed an amount equals to the Issuer Total Consideration. 6.5 No claim may be brought against the Vendor in respect of a breach of any of the terms set out Warranties after expiration of a period of 36 months from the Completion Date (“Warranty Expiry Date”) and the Vendor shall not be liable in this Clause 5 respect of a breach of any of the Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and Schedule 4 as any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the date hereof expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor. 6.6 The Purchaser’s rights in respect of each of the Warranties shall survive Completion and as at continue in full force and effect notwithstanding Completion. 5.3 6.7 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty Purchaser shall be construed as a separate warranty entitled to claim both before and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches after Completion that any of the terms set out Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in this Agreement question was untrue, misleading or any Warranties given by it had been breached and Completion shall not in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not way constitute a waiver of any such of the Purchaser’s rights. 5.7 6.8 The Issuer agrees Vendor hereby acknowledges that the Purchaser has relied upon a valuation report dated 26 July 2021 for determining the Total Consideration and which valuation report contains assumptions and other information supplied by the Vendor. The Vendor hereby warrants that all the assumptions in the valuation report and all other matters supplied by it for the purpose of compiling the valuation report will remain true and valid for a period of 24 months after Completion. 6.9 The Vendor hereby undertakes to indemnify and hold harmless keep indemnified the Subscriber Purchaser from and against any all reasonable claims, liabilities, losses, damages, costs and all loss, liability, claim, damages expenses which the Purchaser may suffer or incur or which may be made against the Vendor either before or after the commencement of and expense whatsoever, as reasonably incurred, arising out of of, or in respect of, any action in connection with: (a) the breach of any of the Issuer Warranties and obligations under or any provision of this Agreement.Agreement by the Vendor; 5.8 The Subscriber agrees to indemnify and hold harmless (b) the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out settlement of any breach of claim that any of the Subscriber Warranties is untrue or misleading or has been breached in any aspects; (c) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or has been breached and obligations in which judgment is given for the Purchaser; and (d) the enforcement of any such settlement or judgment. 6.10 No claim shall lie against the Vendor (under or in relation to the Warranties or any provision of this Agreement) to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from the Purchaser after the Completion. 5.9 6.11 The Issuer acknowledges that the Subscriber is Vendor represents and warrants that, in entering into this Agreement it is not in reliance on breach or violation of, and has not engaged in any acts, omissions or conduct which may cause it or the Issuer WarrantiesPurchaser to be in breach or violation of, any Applicable Laws.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer hereby Seller represents, warrants and undertakes to the Subscriber Purchaser in the terms of the Warranties as set out in this Clause 5 and Part A of Schedule 3 as at and acknowledges that the date hereof Purchaser has entered into this Agreement in reliance upon the Seller Warranties. Each of the Seller Warranties is subject to the information already disclosed to the Purchaser and as at Completionshall be qualified and limited accordingly. 5.2 6.2 The Subscriber hereby representsPurchaser represent, warrants warrant and undertakes undertake to the Issuer Seller in terms of the terms Warranties as set out in Part B of Schedule 3 and acknowledges that the Seller has entered into this Clause 5 and Schedule 4 as at Agreement in reliance upon the date hereof and as at CompletionPurchaser Warranties. 5.3 The Issuer is deemed to have repeated all 6.3 Each of the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If 6.4 The Warranties shall be deemed to be repeated immediately before Closing with reference to the facts and circumstances then existing. 6.5 The Seller undertakes to notify the Purchaser in writing promptly if it becomes aware of any party fails to perform any circumstance arising after the date of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches which would cause any of the terms Seller Warranties set out in this Agreement Part A of Schedule 3 (if the Warranties were repeated with reference to the facts and circumstances then existing) to become untrue or any Warranties given by it inaccurate or misleading in any respect which is material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any financial condition, trading position or prospects of the Target. 6.6 The net profit or net loss suffered of the Target during Interim Period (based on the audited accounts as at the Closing Audit Date prepared within 60 Business Days from Closing Date of the Target or as otherwise determined by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as Seller and the same is practicable, remedy such breach or Purchaser according to the extent it relates disclosed financial report or management accounts of the Target) shall be borne by the Seller. The amount of net profit of the Target during the Interim Period (if any) multiplied by 51% shall be paid in cash by the Purchaser to the failure Seller, and the amount of net loss of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat Target during the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party Interim Period (if any) multiplied by 51% shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except paid in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties cash by the provisions of this Clause 5 do not prejudice any other rights Seller to the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsPurchaser. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer Company hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 6 and Schedule 3 2A as at the date hereof and as that each of the Company’s Warranties is now and will at CompletionCompletion be true, complete and accurate in all material respects. 5.2 6.2 The Subscriber hereby represents, warrants and undertakes to the Issuer Company in the terms set out in this Clause 5 6 and Schedule 4 2B as at the date hereof and as that each of the Subscriber’s Warranties is now and will at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (and the Subscriber hereby agrees and acknowledges that the Company is entering into this Agreement in reliance on the Subscriber’s Warranties. 6.3 Each of the parties undertakes to provide the other party promptly upon request with respect such information as may be requested to be provided to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as Stock Exchange and/or other regulatory authorities in connection with the date subject matter of this Agreement. 5.4 The Subscriber is deemed 6.4 Each of the parties shall notify the other party upon it becoming aware prior to Completion of any event which could reasonably be expected to cause any of the Company’s Warranties and any of the Subscriber’s Warranties respectively to be incorrect, misleading or breached in any material respect or which may have repeated all the Subscriber Warranties any material adverse effect on the basis that such Subscriber Warranties will, at all times from the date any of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreementits assets or liabilities. 5.5 6.5 Each Warranty shall be construed of the parties hereby undertakes to indemnify and always keep indemnified the other party against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a separate warranty result of or in connection with any breach of the Company’s Warranties and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty Subscriber’s Warranties respectively or any other terms of this Agreementthe Company’s Warranties and any of the Subscriber’s Warranties being untrue or misleading in any material respect. 5.6 6.6 If any party of the parties hereto fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms or the Company’s Warranties and any of the Subscriber’s Warranties respectively set out in this Agreement or any Warranties given by it in any material respect prior to CompletionCompletion then, then without prejudice to all and any other rights and remedies available at any time to a the other non-defaulting party (including but not limited to the right to damages for any loss suffered by that the other non-defaulting party), any the other non-defaulting party may may, by notice either require the other defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach breach, or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, respect treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties other non-defaulting party by the provisions of this Clause 5 6.6 are additional to and do not prejudice any other rights the respective parties other non-defaulting party may have under lawhave. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any 6.7 Each of the Issuer Company’s Warranties and obligations under the Subscriber’s Warranties shall be separate and independent and, except as expressly provided to the contrary, shall not be limited by reference to or inference from any other Company’s Warranty, Subscriber’s Warranty or any other term of this Agreement. 5.8 6.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Company’s rights in respect of any breach of any each of the Subscriber Subscriber’s Warranties, and the Subscriber’s rights in respect of each of the Company’s Warranties shall survive Completion and obligations under this Agreementcontinue in full force and effect notwithstanding Completion. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber in Purchaser that the terms recitals of this Agreement and each of the Warranties set out in this Clause 5 and Schedule 3 2 is as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement and will be for all times up to and including the Completion Date, be remain true, complete accurate and accurate not misleading in any respect. 5.2 The Warranties shall be deemed to be repeated as at Completion as if all material respects (with respect references herein to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall date hereof were references to the Completion Date. 5.3 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties, notwithstanding any information regarding the Company which may otherwise have effect as if given at each come into the possession of such times as well as the date Purchaser or of this Agreementwhich the Purchaser might have known or had constructive knowledge. 5.4 The Subscriber is deemed liabilities of the Vendor in relation to have repeated all the Subscriber Warranties shall not be diminished or affected for reason of the Purchaser having conducted due diligence on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompany. 5.5 Each Warranty of the Warranties shall be construed as a separate warranty and (save independent and, except as expressly provided to the contrary) , shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If any party fails to perform any The rights, including rights of its obligations in any material respect (including its obligation at Completion) under rescission, conferred on the Purchaser by this Agreement or breaches any of the terms set out are in this Agreement or any Warranties given by it in any material respect prior to Completion, then addition and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the Purchaser and no exercise or failure to exercise a right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach under this Agreement or otherwise or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party invoke a remedy shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsthat right or remedy by the Purchaser. 5.7 The Issuer agrees Vendor shall promptly disclose to indemnify the Purchaser in writing after he becomes aware of, any matter, event or circumstance which (a) may arise or become known to the Vendor after the date of this Agreement and hold harmless the Subscriber from and against any and all lossbefore Completion, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of which is inconsistent with any of the Issuer Warranties and obligations or may render any of them misleading; (b) has caused or may cause any material adverse effect on the business, operations, prospects or financial condition of the Company; or (c) may affect the ability of the Vendor to perform or observe any of his obligations, undertakings or covenants under this Agreement. 5.8 The Subscriber agrees Vendor shall not and shall procure the Company not to do, permit or procure any act or omission before the Completion which will cause the Vendor to be in breach of any of the Warranties, or which would make any of the Warranties untrue, inaccurate or misleading in any respect. 5.9 The Vendor undertakes to indemnify and hold harmless keep the Issuer Purchaser fully indemnified from and against any and all loss, liability, claim, damages and expense whatsoever, payment made or required to be made by the Company or the Purchaser as reasonably incurred, arising out a result of or in connection with any breach of any of the Subscriber Warranties and obligations under this Agreementundertakings given herein and all claims, liabilities, losses, costs and expenses which the Purchaser may suffer or incur or which may be made against the Purchaser either before or after the commencement of and arising out of, or in respect of any action in connection with:- (a) the settlement of any claim that any of the Warranties is untrue or misleading or any of the Warranties has been breached in any material aspects; (b) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or any of the Warranties has been breached and in which judgment is given for the Purchaser; and (c) the enforcement of any such settlement or judgment. 5.9 5.10 The Issuer acknowledges that Purchaser’s rights in respect of each of the Subscriber is entering into this Agreement Warranties (including but not limited to right under Clause 5.9) shall survive Completion and continue in reliance on the Issuer Warrantiesfull force and effect notwithstanding Completion.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Except as set forth in the Schedule of Exceptions, the Warrantors hereby representsjointly and severally represent, warrants warrant and undertakes undertake to the Subscriber in Investor that each of the terms matters set out in this Clause 5 Schedule 4 are as of the date hereof true, complete and Schedule 3 as at correct and will be for all times after the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion DateDate true, complete and correct. 5.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty. 5.3 Each of the Warrantors undertakes to notify the Investor in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty to be or to have been untrue or inaccurate. 5.4 The rights and remedies of the Investor in respect of a breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Investor into the affairs of any Group Company. 5.5 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Investor may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Investor as regards to any other parties. 5.6 Each of the Parties hereby severally represents and warrants to the other Parties that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms. 5.7 Each of the Warrantors undertakes, in relation to any Warranty which refers to his/its knowledge or information, that he/it has made best enquiry into the subject matter of that Warranty and that he/it does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate. 5.8 Each of the Warrantors hereby jointly and accurate in all material respects (with respect severally undertakes to the facts Investor to perform and circumstances subsisting at such time except as specifically provided otherwise) procure the performance of this Agreement, and such Issuer Warranties shall have effect as if given at each of such times as well as undertakes to indemnify the date Investor for any failure to perform this Agreement in accordance with Clause 7 of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 4.1 The Issuer Covenantor hereby represents, represents and warrants and undertakes to the Subscriber Offeror that each of the statements, representations and warranties set forth in Schedule 2 (the terms set out “Warranties”) is true, accurate and complete in this Clause 5 all material respects and Schedule 3 is not misleading in any material respect as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to Undertaking, and including the Completion Date, will be true, complete true and accurate in all material respects (with and not misleading in any material respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of the Despatch Date, the Unconditional Date and the Settlement Date, as if they had been repeated at such times date. 4.2 The Covenantor acknowledges and agrees that, in entering into this Undertaking, the Offeror has relied on the Warranties. 4.3 The Covenantor shall notify the Offeror in writing, setting out in full details of the following, if after entering into this Undertaking but prior to the Settlement Date: (a) it becomes aware that any of the Warranties was untrue, inaccurate or misleading in any material respect as well as at the date of this AgreementUndertaking; or (b) it becomes aware of any matter which arises or event that occurs which results or will result in any of the Warranties being untrue, inaccurate or misleading in any material respect as at the Despatch Date, the Unconditional Date or the Settlement Date. 5.4 The Subscriber 4.4 Each of the Warranties is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties willseparate and independent and, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as where expressly provided to the contrary) contrary in this Undertaking, shall not be limited or restricted by reference to or inference from the terms of any other Warranty or by anything in, or referred to in, this Undertaking. 4.5 The Covenantor irrevocably and unconditionally acknowledges, agrees and undertakes that it will do all such acts and things (including, amongst others, provision of such information in its possession) and execute all such documents to give effect to its obligations and undertakings contained in this Undertaking. 4.6 The Covenantor acknowledges that there is no assurance that completion of the Sale and Purchase Agreement (as defined in the Announcement) will take place or the condition to the Offers as set out in the Announcement will be satisfied or (to the extent applicable) waived or that the Offers will proceed and be completed. 4.7 To the extent any other of the Relevant Shares are held by a custodian or trustee, the Covenantor confirms and undertakes that it will procure that such custodian or trustee acts in accordance with the terms of this AgreementUndertaking. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 (A) The Issuer Vendor hereby representsrepresent, warrants warrant and undertakes undertake to the Subscriber Purchaser as at the date of this Agreement and the date of Completion in the terms set out in this Clause 5 Schedule 2 and Schedule 3 as at acknowledge that the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer Purchaser in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of entering into this Agreement up is relying on such representations, warranties and undertakings and the Purchaser shall be entitled to and including treat the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except same as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date conditions of this Agreement. 5.4 The Subscriber is deemed (B) Insofar as the Warranties relate in whole or in part to have repeated all material matters of fact they shall constitute representations upon which the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of Purchaser has entered into this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and Warranties (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty Warranties or any other terms term of this Agreement. 5.6 If (C) In addition to the Purchaser’s right to damages or any party fails other right at common law in respect of any breach of the Warranties, the Vendor undertake with the Purchaser to perform hold the Purchaser indemnified against any loss or liability suffered by the Purchaser as a result of or in connection with any breach of any of its obligations the Warranties and in respect of any depletion in the assets of the Company occasioned or suffered in connection therewith or with the rectifying of any breach of the Warranties together with all costs, charges, interest, penalties and expenses incidental or relating thereto properly incurred. (D) The Vendor undertakes to timely notify the Purchaser in writing of any matter or thing of which they become aware which is or may be a material breach of or materially inconsistent with any of the Warranties before Completion. (E) The Vendor waives any and all claims which they might otherwise have against the Company in respect of the completeness or accuracy of any information supplied, or of any failure to supply information, by or on behalf of the Company or any director or employee thereof to the Vendor or any of their advisers in connection with this Agreement or otherwise. (F) The Vendor shall not do, allow or procure any act or permit any omission by the Company before Completion which would constitute a breach of any of the Warranties in any material respect if they were given at the time of such act or omission or at Completion or which would make any of the Warranties inaccurate or misleading in any material respect if they were so given. The Vendor undertake to disclose to the Purchaser in writing any matter occurring prior to Completion which constitutes or may lead to a breach of or is inconsistent with any of the Warranties in any material respect or which may render any of the Warranties inaccurate or misleading in any material respect (including its obligation at Completion) under this Agreement or breaches which would constitute a breach of or be inconsistent with any of the terms set out in this Agreement or any Warranties given by it in any material respect prior , or renders any of them inaccurate or misleading in any material respect, if the Warranties were given at the time of such occurrence) immediately upon becoming aware of the same. (G) Where a Warranty is made or given “so far as the Vendor are aware”, such Warranty shall be deemed to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited be given to the right to damages for any loss suffered by that party)knowledge, any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure information and belief of the defaulting party Vendor after making due and careful enquiries before giving such Warranty of the appropriate directors, employees and professional advisers to perform any confirm the accuracy of its obligations each Warranty so given and having used all their reasonable endeavours to ensure that the matters so warranted by them are true and accurate in all respects. (H) If it is found on or prior to Completion that any of the Warranties is in any material respectrespect untrue, treat incorrect or unfulfilled or if the defaulting party as having repudiated Purchaser becomes aware of the occurrence of a Material Adverse Change (or its effect), the Purchaser shall be entitled by notice in writing to the Vendor to rescind this Agreement and rescind but (i) the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties failure by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure Purchaser to exercise any this right of the rights herein conferred rescission shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless other rights of the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, Purchaser arising out by reason of any breach of any of the Issuer Warranties and obligations under this Agreement(ii) exercise of such right shall be without prejudice to any other rights and remedies the Purchaser may have hereunder. 5.8 (I) The Subscriber agrees Vendor undertakes with the Purchaser to indemnify and hold harmless the Issuer from Purchaser at all times indemnified against any Liability for Taxation which has arisen or may arise (or is deemed to have arisen) wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by the Company on or before the Completion Date, whether or not such taxation is chargeable against or attributable to any other person and against any and all losscosts, fees or expenses incurred in investigating, assessing or contesting that liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The 4.1 Subject to and except for the information in any announcement, circular or other release or communication released or published by the Issuer, the Issuer hereby represents, represents and warrants and undertakes to the Subscriber in Sellers that the terms Issuer’s Warranties set out in this Clause 5 Part A of Schedule 4 are true, accurate and Schedule 3 complete as at the date hereof and of this Agreement. The Issuer’s Warranties, save for those that are expressed to be given only as at Completion. 5.2 The Subscriber hereby representsof a specific date, warrants and undertakes shall be deemed to be repeated by the Issuer immediately prior to Closing by reference to the Issuer facts and circumstances then existing as if references in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed Issuer’s Warranties to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up were references to the Closing Date. 4.2 The Sellers represent and including warrant to the Completion Date, be Issuer that the Sellers’ Warranties set out in Part B of Schedule 4 are true, accurate and complete as at the date of this Agreement. The Sellers’ Warranties, save for those that are expressed to be given only as of a specific date, shall be deemed to be repeated by the Sellers for themselves and accurate in all material respects (with respect on behalf of any Eligible Nominees immediately prior to Closing by reference to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect then existing as if given at each of such times as well as references in the Sellers’ Warranties to the date of this Agreement were references to the Closing Date. 4.3 Each Warranty given pursuant to clauses 4.1 and 4.2 is a separate and independent statement and is not limited or otherwise affected by any other Warranty or by any other provision of this Agreement. 5.4 The Subscriber is deemed 4.4 Each Party hereby undertakes to have repeated all notify the Subscriber Warranties on the basis that such Subscriber Warranties will, other Parties in writing promptly if it becomes aware of any circumstance arising at all times from any time after the date of this Agreement up to and including which would cause any Warranty (if the Completion Date, be true, complete and accurate in all material respects (Warranties were repeated with respect reference to the facts and circumstances subsisting at then existing) to become untrue or inaccurate or misleading if such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available were repeated at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsClosing. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer hereby representsSeller Parties jointly and severally represent, warrants warrant and undertakes undertake to the Subscriber Buyer:- 6.1.1 in the terms set out of Schedule 1; 6.1.2 that the contents of the Buyer's Report are true, accurate and complete in all respects and fully, clearly and accurately divulge every matter to which they relate; 6.1.3 that upon any event occurring or matter arising which results in any of the Warranties being unfulfilled, untrue, misleading or inaccurate in any respect at Completion or any breach or non-fulfilment of any of the undertakings, agreements or obligations of the Seller Parties or any of them contained in this Agreement the Seller Parties will as soon as reasonably practicable thereafter notify the Buyer of the same and give details of and, where requested, investigate fully all relevant circumstances. 6.2 The Warranties contained in this Agreement will each remain in full force and effect beyond and notwithstanding Completion and are each made without prejudice to any of the others. Subject to Clause 7, no provision of this Agreement will limit the extent or application of any Warranty and although those contained in Schedule 1 are given subject to matters fully and fairly disclosed in the Disclosure Letter no other information relating to any Group Company of which the Buyer or any of its advisers has knowledge (actual or constructive) will prejudice any claim made by the Buyer under any such Warranties or operate to reduce any amounts recoverable. Each disclosure in the Disclosure Letter shall (if it refers to any separate document) identify such document with a copy of the relevant document being attached to the Disclosure Letter; any disclosure which fails to comply with the foregoing requirement in any respect shall not be effective and the matters stated therein shall be deemed not to be disclosed so that the Warranties shall continue to have full effect without qualification in any respect by such disclosure. Notwithstanding the above or any other provision of this Agreement:- 6.2.1 the Warranties contained in paragraph 1 and paragraph 6.1.1 of Schedule 1 shall not be or be capable of being qualified or discharged by any disclosure made by the Seller Parties, Clause 5 and Schedule 3 or in any other way; and 6.2.2 the Warranties shall not be or be capable of being qualified or discharged by the Disclosure Letter, Clause 7 or in any other way insofar as at any Claim arises as a consequence of the date hereof and as at Completionfraud or wilful or negligent misconduct or concealment of the Seller Parties. 5.2 The Subscriber hereby represents, warrants and undertakes 6.3 Subject to the Issuer in provisions of Clause 7, without restricting the terms set out in this Clause 5 rights of the Buyer or its ability to claim damages on any basis, the amount of any Claim may be determined as and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is be deemed to have repeated all be and the Issuer Warranties on the basis that such Issuer Warranties will, Seller Parties shall at all times indemnify and keep fully and effectively indemnified the Buyer (for itself and at its option on behalf of its officers, employees, directors, shareholders, advisors and agents (other than the Seller Parties)) from and in respect of:- 6.3.1 the date amount of this Agreement up to all loss, damage or Liability (and including the Completion Dateall costs, be truecharges, complete interest, fines, penalties and accurate in all material respects (with respect expenses incidental or relating to the facts same (including without limitation all expenses of investigations and circumstances subsisting at such time except legal fees and expenses on a solicitor and own client basis) whether reasonable, foreseeable, contemplated or avoidable and suffered directly or indirectly and/or the amount of any depletion or diminution in the value of the Assets or the Business in each case suffered or incurred by the Buyer directly or indirectly as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each a result of, in connection with or in relation to the subject matter of such times as well as Claim; or 6.3.2 the date amount by which the Business or any Assets or Liabilities of this Agreementthe Buyer are respectively less or more than they would have been had the relevant statement in Schedule 1 been true and not misleading. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to 6.4 Save as otherwise provided herein and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to regards matters already disclosed in the contrary) shall not be limited or restricted by reference to or inference from Disclosure Letter the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except Buyer in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of the Warranties shall not be affected by Completion, by any investigation made by it or on its behalf into the affairs of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees Seller or the Business, by its rescinding or failing to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into rescind this Agreement in reliance on the Issuer Warrantiesor by any other event or matter whatsoever.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents4.1.1 Save for all matters and information disclosed or contained in this Agreement, the Vendor represents and warrants and undertakes to the Subscriber Purchaser in the terms set out in Schedule 4. 4.1.2 Each of the warranties, representations and undertakings contained in this Agreement will remain in full force and effect beyond and notwithstanding Completion and are each made without prejudice to any of the others. 4.1.3 Without prejudice to Clause 2.1(i), if: (a) the Vendor is in material breach of any of the Warranties; or (b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a material breach of any of the Warranties were they repeated immediately prior to Completion; or (c) there is any material breach or non-fulfilment by the Vendor of its obligations under this Agreement, which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Vendor by the Completion Date or (if earlier) within seven days after notice thereof from the Purchaser requiring the same to be remedied then in any such case the Purchaser shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Vendor under this Agreement or otherwise) to elect by notice in writing to the Vendor not to complete the purchase of the Sale Share and the Shareholder’s Loan, in which event: a. the Vendor shall return to the Purchaser all the deposits paid herein in full within 7 days from the date of such notification without compensation cost or interest; b. this Agreement shall automatically terminate save that the rights and liabilities of the parties which have accrued prior to termination shall continue to subsist, including those under Clauses 7 to 10; and c. in addition and without prejudice to any other rights or remedies the Purchaser may have against the Vendor, the Vendor shall indemnify the Purchaser against all costs, charges and expenses reasonably incurred by it in connection with the proposed sale and purchase of the Sale Share and the Shareholder’s Loan. 4.1.4 The provisions of this Clause 5 shall operate to limit the liability of the Vendor under or in connection with the Warranties and Schedule 3 the said liability of the Vendor being hereinafter referred to as at “such liabilities”:- (a) no claim in respect of such liabilities shall be made by the date hereof and Purchaser (in the absence of fraud) after the expiration of a period of 2 years of the Completion Date; (b) the Vendor shall be under no liability in respect of any breach of the Warranties: a. if such liability would not have arisen but for something voluntarily done or omitted to be done (other than pursuant to a legally binding commitment created on or before Completion) by the Purchaser or the Company after Completion otherwise than in the ordinary course of business; or b. to the extent that such liability arises or is increased as at Completiona result only of an increase in rates of taxation made after Completion with retrospective effect; or c. to the extent that it has already been provided for in the Completion Accounts (as defined in Clause 5.5). 5.2 The Subscriber hereby represents(c) the aggregate amount of the liability of the Vendor in respect of all the claims in aggregate for breach of the Warranties shall not exceed the Consideration; (d) in the event that the Purchaser and/or the Company actually recover any sum from any third party in respect of any matter for which a claim has been or could be made in respect of such liabilities and which such sum would not have been recoverable but for the matter for which a claim has been or could be so made then the Purchaser and/or the Company shall (as the case may be) as soon as practicable repay such sum so recovered and actually received from such third party or give credit for the same in calculating the amount of such liabilities but after having deducted the amount of any costs and expenses properly incurred in the recovery thereof PROVIDED THAT any amount repaid or for which credit is given shall not exceed that of the amount of the claim or claims made against the Vendor; (e) if the Purchaser and/or the Company shall become aware of any claim in respect of such liabilities, warrants and undertakes it shall promptly give notice thereof to the Issuer Vendor and shall (if the Vendor shall indemnify and secure the Purchaser and/or the Company against any liability, costs, damages or expenses which may be incurred thereby) take such action as the Vendor may reasonably request (but subject always to the Purchaser and/or the Company being prior indemnified by the Vendor against all reasonable costs and disbursements of or in relation to any such steps to be taken) to avoid, resist, mitigate or compromise the claim provided that neither the Purchaser nor the Company shall be required to take any steps which would require any admission of guilt or liability relating to matters connected with the Claim in question; (f) the Vendor shall not be liable in respect of a claim under any provision of this Agreement if and to the extent that the loss is or has been recovered under any other provision of this Agreement; (g) nothing in this Agreement shall be deemed to relieve the Purchaser from a duty to the Vendor to take reasonable steps to mitigate its loss; (h) no claim shall be allowable:- a. if the claim is in respect of Taxation which arises in the terms set out ordinary course of business of the Company since the Completion Date; b. if and to the extent that any such claim occurs as a result of any legislation not in this Clause 5 and Schedule 4 as force at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including which takes effect retrospectively; (i) All Warranties given by the Vendor herein shall survive for a period of 2 years from the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby Company hereby: 5.1.1 represents, warrants and undertakes to the Subscriber in and his successors and assigns that each of the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer Warranties is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect and not misleading in any material respect, and will continue to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement be so up to and including the time of the Completion; 5.1.2 agrees that the Subscriber shall treat each of the Warranties as a condition of this Agreement. If prior to the Completion Date, any of the Warranties is found to be untrue, misleading or incorrect in any material respect, the Company undertakes to the Subscriber to use all reasonable endeavours to rectify the same before the Completion Date; 5.1.3 undertakes to indemnify and keep indemnified the Subscriber on demand from and against any loss or liability suffered by the Subscriber as a result of or in connection with any breach of any of the Warranties; and 5.1.4 undertakes to promptly notify the Subscriber before the Completion in writing of any matter or thing of which the Company becomes aware which is a breach of or inconsistent in any material respect with any of the Warranties. 5.2 The Subscriber hereby: 5.2.1 represents, warrants and undertakes to the Company that each of the followings is true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion misleading in any material respect, treat and will continue to be so up to and including the defaulting party as having repudiated time of the Completion: (i) The Subscriber has the full power and capacity to enter into this Agreement and rescind to exercise his rights and perform his obligations hereunder (including the samesubscription and holding of the Subscription Shares) without being in breach of any applicable laws or regulations; (ii) This Agreement shall, whereupon neither party shall when executed, be obliged a legal, valid and binding agreement on him and enforceable in accordance with the terms hereof; and (iii) Save for the 31,092,000 Share Options granted to perform him by the Company, the Subscriber does not have, and is not deemed to have, any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its obligations hereunder associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong). 5.2.2 agrees that the Company shall not have any claim against treat each other, except in respect of claims arising out of any antecedent breach Clauses 5.2.1(i) to 5.2.1(iii) as a condition of this Agreement. The rights conferred upon If prior to the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise Completion Date, any of Clauses 5.2.1(i) to 5.2.1(iii) is found to be untrue, misleading or incorrect in any material respect, the rights herein conferred shall not constitute a waiver of any such rights.Subscriber undertakes to the Company to use all reasonable endeavours to rectify the same before the Completion Date; 5.7 The Issuer agrees 5.2.3 undertakes to indemnify and hold harmless keep indemnified the Subscriber Company on demand from and against any and all loss, liability, claim, damages and expense whatsoever, loss or liability suffered by the Company as reasonably incurred, arising out a result of or in connection with any breach of any of Clauses 5.2.1(i) to 5.2.1(iii); and 5.2.4 undertakes to promptly notify the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless Company before the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Completion in writing of any matter or thing of which the Subscriber becomes aware which is a breach of or inconsistent in any material respect with any of the Subscriber Warranties and obligations under this AgreementClauses 5.2.1(i) to 5.2.1(iii). 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Subject to the provisions of Schedule 2, which shall apply to all claims for breaches of any of the Warranties: (a) the Vendor hereby represents, warrants and undertakes represents to the Subscriber Purchaser that the Vendor Warranties are true and accurate in all material respects; and (b) the terms set out Purchaser hereby warrants and represents to the Vendors that the Purchaser Warranties are true and accurate in this Clause 5 and Schedule 3 as at the date hereof and as at Completionall material respects. 5.2 The Subscriber hereby represents, warrants Purchaser agrees and undertakes acknowledges that: (a) the total aggregate liability of the Vendor for any claim or claims of breaches under this Agreement (excluding other legal and other costs and expenses) shall not in any event exceed an amount equal to the Issuer Consideration; (b) no claim may be brought against the Vendor in respect of a breach of any of the terms set out Vendor Warranties after expiration of a period of twelve months from the Completion Date (“Warranty Expiry Date") and the Vendor shall not be liable in this Clause 5 respect of a breach of any of the Vendor Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and Schedule 4 as any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the date hereof and as at expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor; and (c) no claim shall lie against the Vendor (under or in relation to the Vendor Warranties or any provision of this Agreement) or to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from any of the Purchaser after the Completion. 5.3 The Issuer If at any time before Completion, the Purchaser shall find that any of the Vendor Warranties is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties willnot, at all times from the date of this Agreement up to and including the Completion Dateor has not been, be true, complete true and accurate in all material respects or is (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwisein its reasonable opinion) and such Issuer Warranties shall have effect as if given at each incapable of such times as well being rectified before Completion, or (as the date case may be) the Vendors shall find that any of this Agreement. 5.4 The Subscriber the Purchaser Warranties is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties willnot, at all times from the date of this Agreement up to and including the Completion Dateor has not been, be true, complete true and accurate in all material respects or is (with respect in its reasonable opinion) incapable of being rectified before Completion, the Purchaser or the Vendors (as the case may be) shall not be bound to complete the sale and purchase of the Sale Shares (if not yet completed immediately after the signing of this Agreement) and may rescind this Agreement by written notice to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber other Party. For the avoidance of doubt, no party may rely on the breach or non-compliance of its own Warranties shall have effect as if given at each of such times as well as the date of to rescind this Agreement. 5.5 5.4 Each Warranty Party shall be construed as a separate warranty and (save as expressly provided to promptly notify the contrary) shall not be limited or restricted by reference to or inference from the terms other Party in writing of any other Warranty fact, event or circumstance (including any other terms omission to act) which it becomes aware of, that constitutes a breach of this Agreement. 5.6 If any party fails to perform any of its obligations or is in any material respect (including its obligation at Completion) under this Agreement or breaches way inconsistent with any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting such party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party or which may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise make any of the rights herein conferred shall Warranties given by such party not constitute a waiver of any such rightsbeing true and accurate in all material respects. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 10.1 The Issuer hereby Company represents, warrants and undertakes to the Subscriber Nomura in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 2. The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer Company acknowledges that Nomura is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of entering into this Agreement up to in reliance on such representations, warranties and including the Completion Dateundertakings. Each representation, be true, complete warranty and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty undertaking shall be construed as a separate warranty separately and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty representation, warranty and undertaking or any other terms term of this Agreement. 5.6 If any party fails to perform 10.2 The Company shall not cause or permit (and shall procure that no other Group company nor any of its or their respective directors, officers, employees or agents nor ThinkEquity Partners shall cause or, so far as they are able using their reasonable endeavours, permit) any event to occur or omit to do anything between the date of this Agreement and the date that is 30 Dealing Days after, as appropriate, the Application Date or the date on which Nomura’s obligations in any material respect (including its obligation at Completion) under this Agreement cease in accordance with clause 2.3 and/or clause 12.1 which would make any statement in Schedule 2 untrue, inaccurate or breaches any misleading if such statement were repeated at such date by reference to the facts and circumstances then existing. 10.3 The Company shall immediately notify Nomura (giving reasonable details) if it comes to the knowledge of the terms set out Company or any Director that any statement in Schedule 2 was breached or untrue, inaccurate or misleading at the date of this Agreement or any Warranties given would be breached or untrue, inaccurate or misleading if repeated by it in any material respect prior reference to Completion, then without prejudice to all the facts and any other rights and remedies available circumstances existing at any time during the period referred to a non-defaulting party (including but not limited to in clause 10.2 or if the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same Company is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and its obligations under this Agreement. 5.8 10.4 The Subscriber Company undertakes to Nomura that it will not agree to any alteration, revision or amendment of the terms or conditions of the US Subscription Agreement or waive (in whole or in part) or amend or extend or withdraw any condition thereof or grant any indulgence thereunder or proceed to completion thereof without full satisfaction of all of the terms and conditions of the US Subscription Agreement without, in any such case, the prior written consent of Nomura. 10.5 The Company agrees that Nomura and each Placee shall be entitled (as subscribers for Placing Units) to indemnify the same remedies and hold harmless rights of action against the Issuer from Company, and against any and all loss, liability, claim, damages and expense whatsoeverto the same extent, as reasonably incurred, arising out of any breach of person who acquires any Placing Units pursuant to the Open Offer on the basis of the Subscriber Warranties Circular and obligations under the Application Form. 10.6 The representations, warranties and undertakings referred to in clauses 10.1 to 10.5 inclusive shall remain in full force and effect notwithstanding completion of all matters and arrangements referred to in, or contemplated by, this Agreement. 5.9 10.7 Where any of the representations, warranties and undertakings are qualified by a reference to awareness and/or knowledge and/or information and/or belief, that reference shall be deemed to include a statement to the effect that it has been given after making such enquiries (if any) as were reasonable and, for the avoidance of doubt, in the case of TransMIDTM, enquiry of the clinical team managing TransMID would be considered reasonable. 10.8 The Issuer acknowledges Company undertakes to observe and comply with the provisions in respect of overseas shareholders set out in Part III of the Circular under the heading “Overseas Shareholders and others”. 10.9 No action has been or will be taken in any jurisdiction by the Company that is intended to permit a public offering of Placing Units or possession or distribution of the Subscriber Circular or any other offering material, in any country or jurisdiction where action for that purpose is entering into required other than the United Kingdom and the United States. 10.10 References in this Agreement to a representation, warranty or undertaking being (or not being) true and accurate or not being (or being) misleading “in reliance on any material respect” shall mean material in the Issuer Warrantiescontext of Admission and/or the Placing and/or the Open Offer and/or the US Subscription.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Vendor hereby represents, represents and warrants to and undertakes to with the Subscriber in Purchaser that save as disclosed herein each of the terms Warranties set out in this Clause 5 and Schedule 3 2 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at shall be for all times from the date of this Agreement up to and including the Completion Date, be true, complete Date are true and accurate correct in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreementrespects. 5.4 5.2 The Subscriber is deemed to have repeated all Vendor shall on demand indemnify the Subscriber Warranties on Purchaser against any loss, damage, cost or expense suffered or incurred by the basis that such Subscriber Warranties will, at all times Purchaser or the Company arising directly or indirectly from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms breach of any other Warranty of the Warranties or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect Agreement (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion“Undertaking”), then without prejudice to all such loss, damage, cost and any other rights and remedies available at any time to a non-defaulting party (including expense including, but not limited to: (a) any cost of correcting or restoring the subject matter to the right to damages for warranted or covenanted state or condition; (b) any consequential loss suffered by the Purchaser as a result of or in connection with such breach; (c) any internal costs incurred by the Purchaser as a result of or in connection with the rectification of such breach; and (d) all solicitors, accountants and other adviser's costs, including legal or other costs associated with the enforcement or realisation of this indemnity. (a) The Vendor acknowledges that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as Purchaser has entered into this Agreement in reliance upon the same is practicable, remedy such breach or to the extent it relates to the failure Vendor’s Warranties. (b) Each of the defaulting party to perform any warranties shall constitute a separate and independent warranty, and the Purchaser shall have a separate claim and right of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except action in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any every breach of any of the Issuer Warranties. (c) The Vendor’s Warranties shall survive Completion. (d) The Vendor shall give, and shall procure the Company to give, to the Purchaser, information and documentation relating to the Company as the Purchaser shall reasonably require to enable them to satisfy themselves as to the accuracy and due observance of the Vendor’s Warranties. 5.4 The Vendor warrants that the key staff of the Company (as described in Schedule 3 hereto) shall enter into individual retention agreements with the Company on Completion. 5.5 The Vendor agrees that the Purchaser shall have the right to appoint certain employees to the Company to participate in the business operation, exact arrangement to be agreed. 5.6 The Vendor agrees not to sell any Consideration Shares until two years after the date of Completion (the “Lockup Period”). 5.7 The Vendor warrants that it shall not sell the remaining 49% of the Company to any third party except for the Purchaser. 5.8 Both parties agree that apart from the Lockup Period as stated in Clause 5.6 above, the Consideration Shares (at a total valuation of HK$2,550,000) shall also be subject to the clawback for the targets as follows: (i) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the revenue target of the Company in 2021 (HK$5,000,000); (ii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the net profit target of the Company in 2021 (HK$200,000); (iii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to the revenue target of the Company in 2022 (HK$7,500,000); and (iv) the remaining 25% of the Consideration Shares (ie HK$637,500) shall be subject to the net profit target of the Company in 2022 (HK$750,000). The difference between the targets above and the final respective revenue and net profit figures as reflected in the audited accounts shall be the amount of Consideration Shares to be clawed back. The transfer price of the Consideration Shares when clawed back shall be US$2.50 per share. 5.9 Subject to the rules of PCI (the PCI Security Standards Council), and at a mutually-agreed time after Completion, the Vendor agrees to facilitate and support the process of creating a new PCI ASV (the Approved Scanning Vendor) certification for the Purchaser in a region of their choosing. 5.10 Both parties agrees that in the event that the Company needs to raise further working capital after Completion, the Purchaser, subject to a mutually agreed business plan, agrees to provide further working capital to the Company in the form of shareholder’s loan. The shareholder’s loan shall be interest bearing at a rate to be determined. 5.11 Xx. Xxxxxxx Xxxxx Stagg (Holder of HKID No.X000000(0)) and Mr. David Xxxxxxx Xxxxxx (Holder of HKID No.XX000000(0)) agree(s) to jointly and severally warrant for the performance of obligations and liabilities of the Vendor and the Company under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges 5.12 It is hereby agreed that the Subscriber is entering into this Agreement in reliance on Purchaser shall have the Issuer Warrantiesright to add more warranty clauses (by way of supplemental agreement or side letter) after completing the due diligence review before Completion.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 14.01 The Issuer Vendor hereby represents, warrants and undertakes to the Subscriber Purchaser (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 6 and acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings. 14.02 The said representations, warranties and undertakings are given subject to the matters disclosed in the Disclosure Letter but no other information relating to the Vendor or the Business of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under such representations, warranties and undertakings or under the indemnity contained in Clause 5 14.06 or operate to reduce any amount recoverable and it shall not be a defence to any claim against the Vendor that the Purchaser knew or ought to have known or had constructive knowledge of any information (other than as disclosed in the Disclosure Letter) relating to the circumstances giving rise to such claim. 14.03 The representations, warranties and undertakings set out in each paragraph of Schedule 3 6 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules. 14.04 The representations, warranties and undertakings set out in each paragraph of Schedule 6 shall be deemed to be repeated as at the date hereof Effective Date and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 again as at the date hereof and Completion Date as at Completion. 5.3 The Issuer is deemed if all references therein to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up were references to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompletion and the Effective Date. 5.4 The Subscriber 14.05 In the event of it being found prior to Completion that any of the said representations, warranties or undertakings or any other undertakings or obligations of the Vendor contained herein are untrue, misleading or incorrect or have not been fully carried out in any respect, or in the event of any matter or thing arising or becoming known or being notified to the Purchaser which is deemed to have repeated all the Subscriber Warranties on the basis that inconsistent with any such Subscriber Warranties willrepresentation, at all times from the date warranty or undertaking or any other provision of this Agreement up or in the event of the Vendor becoming unable or failing to and including do anything required to be done by it at or before Completion the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) Purchaser shall not be limited or restricted bound to complete the purchase of the Business and the Purchaser may by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under notice rescind this Agreement or breaches any of without liability on its part. The right conferred upon the terms set out Purchaser by this Clause is in this Agreement or any Warranties given by it in any material respect prior addition to Completion, then and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party of the Purchaser (including but not limited any rights to claim damages or compensation from the right to damages for Vendor by reason of any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the non-fulfilment) and failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred it shall not constitute a waiver of any such rights. 5.7 14.06 The Issuer agrees Vendor hereby undertakes to indemnify and keep indemnified and hold harmless the Subscriber Purchaser from and against any and all loss, liability, claim, damages and expense whatsoever, damage or liability suffered or incurred the Purchaser as reasonably incurred, arising out a result of or in connection with any breach of any of the Issuer Warranties said representations, warranties and obligations under undertakings including, but not limited to, any diminution in the value of the Business, any payment made or required to be made by the Purchaser and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this AgreementClause shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of representation, warranty or undertaking and all such other rights and remedies are hereby expressly reserved to the Purchaser. 5.8 14.07 The Subscriber agrees to indemnify Vendor will both before and hold harmless after Completion promptly notify the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Purchaser in writing of any matter or thing of which the Vendor becomes aware which is a breach of or inconsistent with any of the Subscriber Warranties representations, warranties and obligations under this Agreementundertakings herein contained. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.01 The Issuer Company hereby representsrepresents and warrants to, warrants and undertakes to with, CAIH that each of the Subscriber in the terms set out in this Clause 5 Warranties: (a) is and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete true and accurate in all material respects (with respect to the facts and circumstances subsisting not misleading at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement.; and 5.4 The Subscriber is deemed (b) will be fulfilled down to have repeated and will remain true and accurate in all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement respects and not misleading up to and including Completion. 7.02 The Warranties are given subject to matters fairly disclosed in the Completion Date, be true, complete and accurate in all material respects (with respect Disclosure Letter but no information relating to the facts and circumstances subsisting at such time except as specifically provided otherwiseGroup of which CAIH or any Affiliate has knowledge (actual or constructive) and such Subscriber no investigation by or on behalf of CAIH or any Affiliate shall prejudice or affect any claim by CAIH under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall have effect as if given at each of such times as well as not be confined to breaches discovered before Completion. 7.03 The Company acknowledges that CAIH has entered into this Agreement in reliance upon the date of Warranties and has been induced by them to enter into this Agreement. 5.5 Each 7.04 Where any Warranty shall be construed as a separate warranty is qualified by knowledge, information, belief or awareness of the Company, the Company warrants and (save as expressly provided to the contrary) shall represents that it is not be limited or restricted by reference to or inference from the terms aware, having made due and careful enquiry, of any other fact or circumstance which makes the Warranty untrue. 7.05 Without restricting the rights of CAIH or otherwise restricting the ability of CAIH to claim damages on any other terms of this Agreement. 5.6 If any party fails basis available to perform any of its obligations it, in any material respect (including its obligation at Completion) under this Agreement or breaches the event that any of the terms set out Warranties is broken or (as the case may be) proves to be untrue or misleading, the Company shall on demand pay to CAIH or at CAIH's direction: (a) the amount necessary to put CAIH into the position in this Agreement which it would have been if the Warranties had not been broken or (as the case may be) proved to be untrue or misleading; and (b) all costs and expenses incurred by CAIH and any Affiliate as a result of such breach and any costs (including legal costs on an indemnity basis), expenses or liabilities which any of them may incur before or after the commencement of any action in connection with (i) any legal proceedings in which CAIH claims that any of the Warranties has been broken or is untrue or misleading in which judgment is given by it for CAIH or (ii) the enforcement or settlement of or judgment in any material respect of such claim. 7.06 If, prior to Completion, then any of Warranties is broken or proves to be untrue, misleading or incorrect in any respect CAIH shall not be bound to subscribe for the New Shares or purchase the Note or to proceed with any other transaction contemplated hereby and CAIH may by notice rescind this Agreement without liability on its part. The right conferred upon CAIH by this clause is in addition to and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party of CAIH including, in particular, those under Clause 4.05. 7.07 The Company hereby agrees with CAIH (including but not limited to the right to damages for itself and as trustee for any loss suffered by that party), Subsidiary) to waive any non-defaulting party rights it may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties misrepresentation or inaccuracy in any information or advice supplied or given by the provisions of this Clause 5 do not prejudice CRI Subsidiaries or its or any other rights CRI Subsidiary's officers, employees or advisers in connection with the respective parties may have under law. Failure to exercise any giving of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless Warranties or the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any preparation of the Issuer Warranties and obligations under this AgreementDisclosure Letter. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents7.1 Representations, warrants Warranties and undertakes to Undertakings of Both Wuhan Youji and Cougar (1). Each of the Subscriber in Warranties shall be deemed repeated by Wuhan Youji and Cougar during the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times period from the date of this Agreement up to and including the day of Completion Date, be true, complete and accurate in all material respects (with respect reference to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreementthen subsisting. 5.4 The Subscriber (2). Each of the Warranties is deemed without prejudice to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties willany other Warranty and, at all times from the date of except where expressly stated otherwise, no provision contained in this Agreement up to and including shall govern or limit the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited extent or restricted by reference to or inference from the terms application of any other Warranty or any other terms of this Agreementprovision. 5.6 If any party fails to perform any (3). The Warranties shall survive Completion for a period of its obligations in any material respect one (including its obligation at Completion1) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations oryear, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations are not fully performed on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsCompletion. 5.7 The Issuer agrees (4). Wuhan Youji and Cougar hereby undertake to indemnify and hold harmless keep indemnified the Subscriber from and other party against any and all loss, liability, claim, damages and expense whatsoever, loss or liability suffered by them as reasonably incurred, arising out a result of or in connection with any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any costs and expenses incurred in connection therewith provided that the indemnity contained in this Clause shall be without prejudice to any other rights and remedies of either party in relation to any such breach. 7.2 Representations, Warranties and Undertakings of Wuhan Youji: Wuhan Youji hereby warrants and represents that: (1) it is a corporation duly organized, validly existing and in good standing under the laws of PRC, has all lossrequisite power and authority to own, liabilitylease and operate its properties and to carry on its business as now being conducted, claimand is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary. (2) it has the full power, damages authority and expense whatsoeverlegal right to enter into this Agreement and this Agreement constitutes binding obligations on it in accordance with its terms; (3) copies of the audited financial statements and accompany notes of Wuhan Youji Industries Co., Limited for the years ended December 31, 2003 and December 31, 2004 and unaudited financial statements for the 3 months ended March 31, 2005 will be delivered to Cougar and will be included in this agreement as reasonably incurred, arising out Schedule II; (4) the execution and delivery of any this Agreement and the consummation of transactions contemplated hereby will not result in the breach and/or cancellation and/or termination of any of the Subscriber Warranties terms or conditions of or constitute a default under any agreement, commitment or other instrument to which it is a party or by which it or its property or assets may be bound or affected or violate any law or any rule or regulation of any administrative agency or governmental body or any court order, writ, injunction or decree of any court, administrative agency or governmental body affecting it; (i) As of Completion, Wuhan Youji Shares owned by Wuhan Youji’s Shareholders in Wuhan Youji represent 100% of the outstanding capital of Wuhan Youji which are validly issued, fully paid and obligations under this Agreementnonassessable and not subject to preemptive rights or other restrictions on transfer. All outstanding capital ownership in Wuhan Youji was issued in compliance with all applicable laws. 5.9 The Issuer acknowledges that (ii) There are no options, warrants, calls, agreements or other rights to purchase or otherwise acquire from Wuhan Youji at any time, or upon the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.happening of any stated event, any Wuhan Youji’s capital whether or not presently issued or outstanding;

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 4.1 The Issuer hereby represents, warrants Company and undertakes RBSG jointly and severally represent and warrant on the date hereof to each of the Subscriber Joint Sponsors in the terms of the Warranties set out in this Clause 5 paragraphs 1, 3, and 4 of Schedule 3 as at 1 (the Joint Warranties) and RBSG represents and warrants on the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to each of the Issuer Joint Sponsors in the terms of the Warranties set out in this Clause 5 and paragraph 2 of Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all 1 (the Issuer Warranties Warranties). The Company and RBSG further jointly and severally represent and warrant to each of the Joint Sponsors that the Joint Warranties, and RBSG further represents and warrants to each of the Joint Sponsors that the Issuer Warranties, shall be true and accurate in all respects and not misleading on the Final Subscription Date in any respect as if they had been made or given on the Final Subscription Date (on the basis that such Issuer references in the Warranties willto any fact, matter or thing existing, occurring or having (or not having) occurred at all times from or before the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty Deed shall be construed as a separate warranty references to it having (or not having) so done at or before the Final Subscription Date). 4.2 Until the date upon which the Subscriber has transferred the Subscriber “B” Preference Shares and Further Ordinary Shares to RBSG pursuant to clause 3, the parties undertake to each other to procure (save in so far as expressly provided they are able) that no amendments will be made to the contraryArticles of Association. 4.3 Until the date upon which the Subscriber no longer holds any interest in the Company’s share capital, the Company undertakes to each of the Joint Sponsors that it will not, and RBSG undertakes to each of the Joint Sponsors that it will procure (insofar as it is able) shall not be limited that the Company will not, undertake any activities other than those contemplated under this Deed, the First Subscription and Transfer Deed or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Option Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Vendor hereby represents, represents and warrants to and undertakes to with the Subscriber in Purchasers that, except as disclosed herein, each of the terms Warranties set out in this Clause 5 and Schedule 3 2 as at the date hereof is and as at Completionshall be for all times up to and inclusive of the Closing Date true and correct in all respects. 5.2 The Subscriber hereby representsVendor shall on demand indemnify each Purchaser against any loss, warrants and undertakes to damage, cost or expense suffered or incurred by the Issuer in Purchaser or the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times Company arising directly or indirectly from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms breach of any other Warranty of the Warranties or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all such loss, damage, cost and any other rights and remedies available at any time to a non-defaulting party (including expense including, but not limited to the right to damages for to: (a) any cost of remedying such breach; (b) any consequential loss suffered by a Purchaser as a result of or in connection with such breach; (c) any internal costs incurred by a Purchaser as a result of or in connection with the rectification of such breach; and (d) all solicitors, accountants and other adviser’s costs, including legal or other costs associated with the enforcement or realisation of this indemnity. 5.3 (a) The Vendor acknowledges that party), any non-defaulting party may by notice either require each Purchaser has entered into this Agreement in reliance upon the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure Vendor’s Warranties. (b) Each of the defaulting party to perform any Warranties shall constitute a separate and independent warranty, and each Purchaser shall have a separate claim and right of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except action in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any every breach of any of the Issuer Warranties and obligations under this AgreementWarranties. 5.8 (c) The Subscriber agrees Vendor’s Warranties shall survive Closing. (d) The Vendor shall give to indemnify each Purchaser, information and hold harmless documentation relating to the Issuer from Vendor as the Purchasers shall reasonably require to enable them to satisfy themselves as to the accuracy and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any due observance of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Vendor’s Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer 6.1 Each of the Warrantors hereby represents, warrants jointly and severally undertakes to with the Subscriber in Preference Shareholders that all the terms Pre-Completion Conditions set out in Clause 2 hereof shall be satisfied in accordance with the terms and conditions in this Clause 5 Agreement. 6.2 Each of the Warrantors hereby jointly and severally represents and warrants to and undertakes with the Preference Shareholders that each of the matters set out in Schedule 3 are as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at will be for all times from the date of this Agreement up to and including the Completion Date, true and correct in all respects. 6.3 Each of the Warranties is given only to the extent that it relates to a Group Company and refers only to matters and facts subsisting as at the date hereof up to the Completion, and the right to claim for breach of any Warranties will survive within two (2) years of the Completion. 6.4 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty. 6.5 Each of the Warrantors undertakes to notify the Preference Shareholders in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty to be or to have been untrue or inaccurate. 6.6 The rights and remedies of the Preference Shareholders in respect of a material breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Preference Shareholders into the affairs of any Group Company. 6.7 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Preference Shareholders may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Preference Shareholders as regards to any other parties. 6.8 Each of the Warrantors hereto hereby jointly and severally represents and warrants to the Preference Shareholders that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms. 6.9 Each of the Warrantors undertakes, in relation to any Warranty which refers to his knowledge or information, that he has made reasonable enquiry into the subject matter of that Warranty and that he does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate. 6.10 Each of the Warrantors hereby jointly and accurate in all material respects (with respect severally undertakes to perform this Agreement, and undertakes to indemnify the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of Preference Shareholders for any failure to perform this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby representsWarrantor will represent, warrants warrant and undertakes undertake to the Subscriber Purchaser in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes IV (subject to the Issuer matters fully and fairly disclosed in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwiseDisclosure Letter) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to agree and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges acknowledge that the Subscriber Purchaser is entering into this Agreement in reliance on the Issuer Warranties. Each of the Warranties is separate and independent; no Warranty is limited by reference to any other Warranty or part of this Agreement. 5.2 The Warranties shall not in any respect be extinguished or affected by Completion. 5.3 The rights and remedies of the Purchaser in respect of the Warranties shall not be affected by any investigation made by or on behalf of the Purchaser into the affairs of the Company. 5.4 Any claim by the Purchaser in respect of the Warranties shall be limited as provided for in Schedule V. 5.5 The Purchaser shall as soon as reasonably practicable inform the Vendors in writing of any event which comes to the notice of the Purchaser whereby it appears to the Purchaser that the Warrantors are or may become liable to make any payment under the Warranties, but failure by the Purchaser to comply with this provision shall not affect the Warrantors' obligations under Clause 5. 5.6 Without prejudice to the Purchaser's right to seek redress or recover damages upon any basis from time to time available to it, the Warrantors may be required to pay to the Purchaser an amount equal to (at the Purchaser's option) the amount by which the value of the assets or income of the Company is diminished or the liabilities (actual or contingent) or expenditure of the Company is increased which arises as a result of the actual circumstances of the Company and/or any of its affairs being otherwise than as warranted in Schedule IV. 5.7 The Warrantors undertake to the Purchaser that each will waive all rights each may have in respect of any misrepresentation, inaccuracy or omission in or from information supplied to it by the Company, or its employees in connection with the Warranties, the Disclosure Letter or taxation and each undertakes not to make any claims against any such person in respect of any such misrepresentation, inaccuracy or omission. 5.8 Nothing in this Agreement shall exclude liability for fraud or dishonesty.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.01 The Issuer Company hereby representsrepresents and warrants to, warrants and undertakes to with, CAIH that each of the Subscriber in the terms set out in this Clause 5 Warranties: (a) is and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete true and accurate in all material respects (with respect to the facts and circumstances subsisting not misleading at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement.; and 5.4 The Subscriber is deemed (b) will be fulfilled down to have repeated and will remain true and accurate in all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement respects and not misleading up to and including Completion. 7.02 The Warranties are given subject to matters fairly disclosed in the Completion Date, be true, complete and accurate in all material respects (with respect Disclosure Letter but no information relating to the facts and circumstances subsisting at such time except as specifically provided otherwiseGroup of which CAIH or any Affiliate has knowledge (actual or constructive) and such Subscriber no investigation by or on behalf of CAIH or any Affiliate shall prejudice or affect any claim by CAIH under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall have effect as if given at each of such times as well as not be confined to breaches discovered before Completion. 7.03 The Company acknowledges that CAIH has entered into this Agreement in reliance upon the date of Warranties and has been induced by them to enter into this Agreement. 5.5 Each 7.04 Where any Warranty shall be construed as a separate warranty is qualified by knowledge, information, belief or awareness of the Company, the Company warrants and (save as expressly provided to the contrary) shall represents that it is not be limited or restricted by reference to or inference from the terms aware, having made due and careful enquiry, of any other fact or circumstance which makes the Warranty untrue. 7.05 Without restricting the rights of CAIH or otherwise restricting the ability of CAIH to claim damages on any other terms of this Agreement. 5.6 If any party fails basis available to perform any of its obligations it, in any material respect (including its obligation at Completion) under this Agreement or breaches the event that any of the terms set out Warranties is broken or (as the case may be) proves to be untrue or misleading, the Company shall on demand pay to CAIH or at CAIH's direction: (a) the amount necessary to put CAIH into the position in this Agreement which it would have been if the Warranties had not been broken or (as the case may be) proved to be untrue or misleading; and (b) all costs and expenses incurred by CAIH and any Affiliate as a result of such breach and any costs (including legal costs on an indemnity basis), expenses or liabilities which any of them may incur before or after the commencement of any action in connection with (i) any legal proceedings in which CAIH claims that any of the Warranties has been broken or is untrue or misleading in which judgment is given by it for CAIH or (ii) the enforcement or settlement of or judgment in any material respect of such claim. 7.06 If, prior to Completion, then any of Warranties is broken or proves to be untrue, misleading or incorrect in any respect CAIH shall not be bound to subscribe for the New Shares or purchase the Note or to proceed with any other transaction contemplated hereby and CAIH may by notice rescind this Agreement without liability on its part. The right conferred upon CAIH by this clause is in addition to and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party of CAIH including, in particular, those under Clause 5.04. 7.07 The Company hereby agrees with CAIH (including but not limited to the right to damages for itself and as trustee for any loss suffered by that party), Subsidiary) to waive any non-defaulting party rights it may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties misrepresentation or inaccuracy in any information or advice supplied or given by the provisions of this Clause 5 do not prejudice CRI Subsidiaries or its or any other rights CRI Subsidiary's officers, employees or advisers in connection with the respective parties may have under law. Failure to exercise any giving of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless Warranties or the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any preparation of the Issuer Warranties and obligations under this AgreementDisclosure Letter. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber in Purchaser that the terms Recitals of this Agreement and each of the Warranties set out in this Clause 5 and Schedule 3 2 is as at the date hereof of this Agreement and as at will be for all times up to and including the date of Completion, remain true, accurate and not misleading in any respect. 5.2 The Subscriber hereby represents, warrants and undertakes Warranties shall be deemed to the Issuer in the terms set out in this Clause 5 and Schedule 4 be repeated as at Completion as if all references herein to the date hereof and as at were references to the date of Completion. 5.3 The Issuer is deemed to have repeated all Vendor acknowledges that the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of Purchaser has entered into this Agreement up to and including in reliance upon the Completion DateWarranties, be true, complete and accurate in all material respects (with respect to notwithstanding any information regarding the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall Group which may otherwise have effect as if given at each come into the possession of such times as well as the date Purchaser or of this Agreementwhich the Purchaser might have known or had constructive knowledge. 5.4 The Subscriber is deemed liabilities of the Vendor in relation to have repeated all the Subscriber Warranties shall not be diminished or affected for reason of the Purchaser having conducted due diligence on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this AgreementGroup. 5.5 Each Warranty of the Warranties shall be construed as a separate warranty and (save independent and, except as expressly provided to the contrary) , shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If any party fails to perform any The rights, including rights of its obligations in any material respect (including its obligation at Completion) under rescission, conferred on the Purchaser by this Agreement or breaches any of the terms set out are in this Agreement or any Warranties given by it in any material respect prior to Completion, then addition and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the Purchaser and no exercise or failure to exercise a right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach under this Agreement or otherwise or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party invoke a remedy shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsthat right or remedy by the Purchaser. 5.7 The Issuer agrees Vendor shall promptly disclose to indemnify the Purchaser in writing after it becomes aware of, any matter, event or circumstance which may arise or become known to the Vendor after the date of this Agreement and hold harmless the Subscriber from and against any and all lossbefore Completion, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of which is inconsistent with any of the Issuer Warranties and obligations or may render any of them misleading; has caused or may cause any material adverse effect on the business, operations, prospects or financial condition of the Group; or affect the ability of the Vendor to perform or observe any of its obligations, undertakings or covenants under this Agreement. 5.8 The Subscriber agrees Vendor shall not and shall procure each member of the Group not to do, permit or procure any act or omission before the Completion which will cause the Vendor to be in breach of any of the Warranties, or which would make any of the Warranties untrue, inaccurate or misleading in any respect. 5.9 The Vendor undertakes to indemnify and hold harmless keep indemnified the Issuer Purchaser from and against any and all loss, liability, claim, damages and expense whatsoever, payment made or required to be made by any member of the Group or the Purchaser as reasonably incurred, arising out a result of or in connection with any breach of any of the Subscriber Warranties and obligations under this Agreementundertakings given herein and all claims, liabilities, losses, costs and expenses which the Purchaser may suffer or incur or which may be made against the Purchaser either before or after the commencement of and arising out of, or in respect of, any action in connection with: (a) the settlement of any claim that any of the Warranties is untrue or misleading or any of the Warranties has been breached in any material aspects; (b) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or any of the Warranties has been breached and in which judgment is given for the Purchaser; and (c) the enforcement of any such settlement or judgment. 5.9 5.10 The Issuer acknowledges that Purchaser’s rights in respect of each of the Subscriber is entering into this Agreement Warranties (including but not limited to right under Clause 5.9) shall survive Completion and continue in reliance on the Issuer Warrantiesfull force and effect notwithstanding Completion.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 Each of the parties hereto hereby severally represents and warrants to the other parties that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 5.2 Each of the Parties hereto hereby undertakes to perform and procure the performance of this Agreement. 5.3 The Issuer Subscribers hereby representsundertakes and acknowledges to the Company that following the date of this Agreement (unless otherwise specified) they shall use its reasonable endeavours to assist the Company to, warrants as soon as practicable, effect all approval and registration procedures related to the transaction and matters contemplated under this Agreement, obtain all the consent required for this Agreement and carry out all reasonable measures and actions necessary for the transaction to be successfully completed and valid according to the Transaction Documents and applicable laws in the PRC. 5.4 The Subscribers hereby represent and warrant to the Warrantors that its investment decisions were made based on its own due diligence investigation and its own business judgement, and it shall be fully responsible for all its actions thereof, subject to reliance on the representations, warranties, covenants and agreements of the Warrantors contained in this Agreement. 5.5 Except as set forth in the Schedule of Exceptions, the Warrantors hereby jointly and severally represent and warrant to and undertakes to with the Subscriber in Subscribers that each of the terms matters set out in this Clause 5 and Schedule 3 4 is as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at will be for all times from the date of this Agreement up to and including the Completion Date, be true, correct and complete and accurate in all material respects (with respect respects. 5.6 Each of the Warranties refers only to the matters and facts and circumstances subsisting as at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement hereof up to and including the Completion Date, and the right to claim for breach of any Warranties will survive for a period of two (2) years after the Completion. 5.7 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty. 5.8 Each of the Warrantors undertakes to notify the Subscribers, in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty to be or to have been untrue or inaccurate. 5.9 The rights and remedies of the Subscribers, in respect of a material breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Subscribers into the affairs of any Group Company. 5.10 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Subscribers may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Subscribers, as regards to any other parties. 5.11 Each of the Warrantors undertakes, in relation to any Warranty which refers to his knowledge or information, that he has made best enquiry into the subject matter of that Warranty and that he does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreementor accurate. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 Except as set forth in the Schedule of Exceptions, the Warrantors hereby jointly and severally represent, warrant and undertake to the Subscribers that each of the matters set out in Schedule 4 are as of the date hereof true, complete and correct and will be for all times after the date hereof and up to and including the Completion Date true, complete and correct. 5.2 The Issuer Company hereby represents, warrants and undertakes to the Subscriber in Purchasers that each of the terms matters set out in this Clause 5 Schedule 4A are as of the date hereof true, complete and Schedule 3 as at correct and will be for all times after the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion DateDate true, complete and correct. 5.3 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty. 5.4 Each of the Warrantors undertakes to notify the Subscribers in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty to be or to have been untrue or inaccurate. 5.5 The rights and remedies of the Subscribers in respect of a breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of such Subscribers into the affairs of any Group Company. 5.6 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Subscribers may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Subscribers as regards to any other parties. 5.7 Each of the parties hereto hereby severally represents and warrants to the other parties that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms. 5.8 Each of the Warrantors undertakes, in relation to any Warranty which refers to his /its knowledge or information, that he /it has made best enquiry into the subject matter of that Warranty and that he /it does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate. 5.9 Each of the Warrantors hereby jointly and accurate in all material respects (with respect severally undertakes to the facts Subscribers to perform and circumstances subsisting at such time except as specifically provided otherwise) procure the performance of this Agreement, and such Issuer Warranties shall have effect as if given at each of such times as well as undertakes to indemnify the date Subscribers for any failure to perform this Agreement in accordance with Clause 7 of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber Purchaser that it has the legal right, full power, legal capacity and authority, and has obtained all necessary approvals, to enter into this Agreement and any other documents to be executed by such pursuant to or in connection with this Agreement and to exercise its rights and perform its obligations hereunder, and this Agreement and the terms set out said documents when signed shall constitute legal, valid and binding obligations on the Vendor and enforceable in accordance with their terms. 6.2 The Vendor represents and warrants to the Purchaser that upon Completion, the Sale Shares sold by the Vendor shall be fully paid up and are legally and beneficially owned by it, and it has the power, authority, legal capacity and has obtained authorisation to sell and transfer the Sale Shares to be sold by it, and that the Sale Shares to be sold by it shall be free of all Encumbrances with all rights attached thereto on the Completion Date. 6.3 If, after the signing of this Clause 5 Agreement and Schedule 3 as at before Completion, any event shall occur or matter shall arise which results or may result in any of the date hereof and as at Warranties of the Vendor being untrue, misleading or inaccurate in any respect, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion. 5.2 6.4 The Subscriber hereby represents, warrants total aggregate liability of the Vendor for any claim or claims of breaches under this Agreement (excluding other legal and undertakes other costs and expenses) shall not in any event exceed an amount equals to the Issuer Total Consideration. 6.5 No claim may be brought against the Vendor in respect of a breach of any of the terms set out Warranties after expiration of a period of 24 months from the Completion Date (“Warranty Expiry Date”) and the Vendor shall not be liable in this Clause 5 respect of a breach of any of the Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and Schedule 4 as any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the date hereof expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor. 6.6 The Purchaser’s rights in respect of each of the Warranties shall survive Completion and as at continue in full force and effect notwithstanding Completion. 5.3 6.7 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty Purchaser shall be construed as a separate warranty entitled to claim both before and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches after Completion that any of the terms set out Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in this Agreement question was untrue, misleading or any Warranties given by it had been breached and Completion shall not in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not way constitute a waiver of any such of the Purchaser’s rights. 5.7 6.8 The Issuer agrees Purchaser hereby acknowledges that the Vendor has relied upon a valuation report dated 31 December 2022 (the “Valuation Report”) for determining the Base Purchase Price and which valuation report contains assumptions and other information supplied by the Vendor. The Vendor hereby warrants that all the assumptions in the valuation report and all other matters supplied by it for the purpose of compiling the valuation report will remain true and valid for a period of 24 months after Completion. 6.9 The Vendor hereby undertakes to indemnify and hold harmless keep indemnified the Subscriber Purchaser from and against any all reasonable claims, liabilities, losses, damages, costs and all loss, liability, claim, damages expenses which the Purchaser may suffer or incur or which may be made against the Vendor either before or after the commencement of and expense whatsoever, as reasonably incurred, arising out of of, or in respect of, any action in connection with: (a) the breach of any of the Issuer Warranties and obligations under or any provision of this Agreement.Agreement by the Vendor; 5.8 The Subscriber agrees to indemnify and hold harmless (b) the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out settlement of any breach of claim that any of the Subscriber Warranties is untrue or misleading or has been breached in any aspects; (c) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or has been breached and obligations in which judgment is given for the Purchaser; and (d) the enforcement of any such settlement or judgment. 6.10 No claim shall lie against the Vendor (under or in relation to the Warranties or any provision of this Agreement) to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from the Purchaser after the Completion. 5.9 6.11 The Issuer acknowledges that the Subscriber is Vendor represents and warrants that, in entering into this Agreement it is not in reliance on breach or violation of, and has not engaged in any acts, omissions or conduct which may cause it or the Issuer WarrantiesPurchaser to be in breach or violation of, any Applicable Laws.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer 6.1 Save as Disclosed on or before the date hereof, the Vendors hereby represents, warrants represent and undertakes warrant to and undertake with the Subscriber in Purchaser that each of the terms matters set out in this Clause 5 and the Third Schedule 3 are as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 shall as at the date hereof Completion Date be true and as at Completioncorrect and not misleading in all material respects. 5.3 6.2 Each of Warranties contained in this Agreement (including all Schedules) will survive the completion of the sale and purchase of the Sale Shares. 6.3 Nothing herein contained shall prejudice either or the parties' right to specific performance of this Agreement, 6.4 Each party hereby undertakes to execute and do and cause or procure to be executed and done all such other documents, instruments, acts and things as the other party may reasonably require in order to give effect to this Agreement. 6.5 The Issuer Vendors hereby agree and undertake to do execute and perform such further acts deeds, documents and things as the Purchaser may require effectively to vest the beneficial ownership of the Sale Shares in the Purchaser or its nominee(s) and to exercise and compel the exercise of all voting rights as directors and shareholders of or in the Company to procure that the Company to do all necessary acts and things to fulfill the obligations of the Vendors herein contained. 6.6 Each of the parties hereto hereby unconditionally and irrevocably represents to and warrants to the other that its entry into and performance of this Agreement will not be contrary to any applicable law. 6.7 The Vendors shall promptly notify the Purchaser in writing of any matter or thing which the Vendors become aware which is deemed in breach of or inconsistent with any of the Warranties. Where the breach of the Warranty is not of a material nature, upon receipt of such notice by the Purchaser or at such time when the Purchaser becomes aware of the matter or thing which is in breach of or inconsistent with any of the Warranties, the Purchaser shall have the right to demand the Vendors to remedy or rectify the same by service of a written notice to the Vendors setting forth the particulars of such breach. Upon receipt of the written notice by the Vendors, the Vendors shall have repeated all 14 days from the Issuer date of such notice or until the Completion Date, whichever is the earlier, to rectify or remedy the breach. 6.8 Where the breach of Warranty is of a material nature or if the Vendors shall fail to remedy or rectify the breach within the prescribed period pursuant to Clause 6.7, the Purchaser may elect to rescind this Agreement. Upon such rescission, the Vendors shall forthwith refund the Deposits to the Purchaser. (a) The liability of the Vendors and the Vendor Guarantor in respect of any breach of the Warranties on and any terms and conditions of this Agreement shall be limited as provided in the basis that such Issuer following subclauses of this Clauses. (b) The Vendors and the Vendor Guarantor shall be under no liability in respect of a breach of any of the Warranties will, at all times or any terms and conditions of this Agreements unless both of them shall have received written notice from the Purchaser prior to the 1st anniversary of the date of this Agreement up to giving details of the relevant claim and including the Completion Dateany such claim shall (if not previously satisfied, settled or withdrawn) be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all been waived or withdrawn at the Subscriber Warranties on expiration of 3 months after the basis that such Subscriber Warranties will, at all times from 1st anniversary of the date of this Agreement up to unless proceedings in respect, thereof shall then already have been commenced against the Vendors and including Vendor Guarantor. (c) The Vendors and the Completion Date, Vendor Guarantor shall be true, complete under no liability in respect of any breach of the Warranties or any terms and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date conditions of this Agreement. 5.5 Each Warranty shall (i) if such liability would not have arisen but; for something voluntarily done or omitted to be construed as done (other than pursuant to a separate warranty and (save as expressly provided to the contrary) shall not be limited legally bindingcommitment created on or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at before Completion) under this Agreement or breaches any by the Purchaser after Completion and otherwise than in the ordinary course of business; (ii) if such liability arises by reason of an increase in the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party rates of taxation since the Accounts Date; (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or iii) to the extent it relates to the failure of the defaulting party to perform any of its obligations on that provision or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except reserve in respect of claims arising out such liability was made in the Accounts; or (iv) to the extent that such liability arises or is increased as a result only of any antecedent breach increase in rates of this Agreement. The rights conferred upon tax made after Completion with retrospective effect; (v) if such liability arises in respect of tax for which the respective parties by Company is primarily liable and which arose in the provisions ordinary course of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any business of the rights herein conferred shall not constitute a waiver Company between Accounts Date and Completion; (d) The aggregate liability of the Vendors and the Vendor Guarantor in respect of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any claim for breach of any of the Issuer Warranties or any terms and obligations under conditions of this Agreement.Agreement shall be limited to the extent that the amount of such liability shall be computed after deducting therefrom 5.8 The Subscriber agrees (i) the amount by which any taxation for which the Company is or may be assessed or accountable is reduced or extinguished as a result of such liability; (ii) the amount by which any provision for tax (including deferred or provisional tax), bad or doubtful debts or contingent or other liabilities contained in the Accounts has proved at the date of the relevant claim to indemnify and hold harmless be in excess of the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out matter for which such provision was made; and (iii) the amount of any breach of taxation credits, relief or set-off due to or already received by the Purchaser or the Company (except to the extent that the same shall have been taken into account in the Accounts) and shall be further limited to the aggregate Consideration received by the Vendors hereunder. The Purchaser shall and shall procure the Company to reimburse to the Vendors and the Vendor Guarantor an amount equal to any sum paid by the Vendors or the Vendor Guarantor or any of them in respect of a claim under the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges which is subsequently recovered, or paid to the Purchaser or the Company by any third party provided that the Subscriber is entering into this Agreement Purchaser and/or the Company shall be entitled to deduct from the amount to be reimbursed to the Vendors and the Vendor Guarantor as aforesaid, any costs and expenses as may be incurred in reliance on the Issuer Warrantiesrecovery of the sum so paid by the Vendors or the Vendor Guarantor or any part thereof from the third party.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer Except as set forth in the Schedule of Exceptions, the Warrantors hereby representsjointly and severally represent, warrants warrant and undertakes undertake to the Subscriber in Investors that each of the terms matters set out in this Clause 5 Schedule 4 are as of the date hereof true, complete and Schedule 3 as at correct and will be for all times after the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be Date true, complete and accurate correct. 5.2 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in all material respects this Agreement shall govern or limit the extent or application of any other Warranty. 5.3 Each of the Warrantors undertakes to notify the Investors in writing within three (3) Business Days after any matter or event which becomes known to it prior to the Completion and which may render any Warranty to be or to have been untrue or inaccurate. 5.4 The rights and remedies of any Investor in respect of a breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of such Investor into the affairs of any Group Company. 5.5 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Investors may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Investors with regards to any other Parties. 5.6 Each of the Parties hereby severally represents and warrants to the other Parties that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms. 5.7 Each of the Warrantors undertakes, in relation to any Warranty which refers to his/its knowledge or information, that he/it has, with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each subject matter of such times Warranty, made such due inquiry and exercised such due diligence as well as a prudent business person would have made or exercised in the date management of his/ its business affairs, including due inquiry of those officers and directors of such Person who would be reasonably expected to be aware of such knowledge or information. 5.8 Each of the Warrantors hereby jointly and severally undertakes to the Investors to perform and procure the performance of this Agreement, and undertakes to indemnify the Investors for any failure to perform this Agreement in accordance with Clause 7 of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 Representations, Warranties and undertakings by the Warrantors The Issuer hereby representsWarrantors jointly and severally represent, warrants warrant and undertakes undertake to the Subscriber in Hong Kong Underwriters and each of them on the terms set out in Schedule 3, and accept that each of the Underwriters is entering into this Clause 5 Agreement in reliance upon each of such representations, warranties and Schedule 3 as at the date hereof and as at Completionundertakings. 5.2 The Subscriber hereby represents, warrants and undertakes Rights In relation to the Issuer in Warranties (A) Each of the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty separately and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty of the Warranties or any other terms term of this Agreement. 5.6 If any party fails to perform any (B) The Warranties shall remain in full force and effect notwithstanding completion of its obligations in any material respect the Hong Kong Offer. (including its obligation C) The Warranties are given on and as at Completion) under the date of this Agreement or breaches any with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and as at: (1) the Prospectus Date; (2) the Acceptance Date; (3) The Price Determination Date; (4) the Force Majeure Expiry Time; and (5) immediately prior to the commencement of trading of the terms set out Shares on GEM, with reference to the facts and circumstances then subsisting, and, in this Agreement relation to any Warranties, on the basis that each reference to "Hong Kong Offer Documents" in the Warranties shall be deemed to be a reference to the Hong Kong Offer Documents as amended or supplemented as at such date pursuant to Clause 5.2(E)(1). (D) Each of the Warrantors undertake to give notice to the Joint Global Coordinators (on behalf of the Underwriters) forthwith of any Warranties given by it in any material respect prior matter or event coming to Completion, then without prejudice to all and any other rights and remedies available its attention at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2(C) which shows any of the Warranties to be or to have been or may become untrue, inaccurate or misleading or breached. (E) If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2(C), any matter, event or circumstances (an "Event") comes to the attention of any of the Warrantors as a result of which any Warranties, if repeated immediately after the occurrence of such matter or event, would be untrue, inaccurate or misleading or breached or which would or might render untrue, inaccurate or misleading any statement, whether of fact or opinion, contained in the Hong Kong Public Offering Documents if the same were issued immediately after the occurrence of such Event, or if for any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party reason it shall be obliged necessary to perform amend or supplement the Hong Kong Offer Documents, such Warrantor shall forthwith notify and consult with Hong Kong Underwriters (but without prejudice to any other rights of any party). (F) The Joint Global Coordinators shall in their sole and absolute discretion determine, if any of its obligations hereunder the Hong Kong Offer Documents has already been issued, published, distributed or made publicly available, what amendments or supplements thereto and shall not have any claim against each otherwhat other announcement or circular or document, except in respect of claims arising out of any antecedent breach of this Agreementif any, should be issued, published, distributed or made publicly available or what other act or thing should be done. The rights conferred upon Company will, with the respective parties prior written approval of the Joint Global Coordinators, so amend or supplement the Hong Kong Offer Documents and will issue and publish such other announcement or circular or document and do such other act or thing as may be required by the Joint Global Coordinators and will, without charge, supply to the Joint Global Coordinators as many copies as the Joint Global Coordinators may from time to time request of the amended or supplement to the Hong Kong Public Offering Documents and the aforesaid announcement, circular or document (if any). The Company and the Hong Kong Underwriters (other than the Joint Global Coordinators) agree not to issue, publish, distribute or make publicly available any such announcement, circular or document without the prior consent of the Joint Global Coordinators (for which purpose such consent may only be given by anyone of the Relevant Global Co-ordinate Persons); (G) The provisions of paragraph 4.4 of Schedule 5 shall be deemed to be repeated as of the date of each such amendment or supplement to the Hong Kong Offer Documents on the basis that each reference to "Hong Kong Offer Documents" in such paragraph shall be deemed to be a reference to the Hong Kong Offer Documents as amended or supplemented as at such date; and (H) If any Event shall have occurred prior to the Force Majeure Expiry Time, no actions taken pursuant to the provisions of this Clause 5 do not 5.2(E) shall prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsJoint Global Coordinators arising pursuant to Clause 8. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer (a) Each of the Warrantors and Vendors (jointly in the case of a Vendor and the respective Warrantor who owns the shares in the Vendor but otherwise severally) hereby representsrepresent, warrants warrant and undertakes undertake to the Subscriber Purchaser in the terms set out in the Third Schedule hereto and in the other provisions of this Clause 5 Agreement as regards such Vendor and Schedule 3 as at the date hereof Sale Shares held by such Vendor and as that each of the representations, warranties and undertakings (except otherwise qualified therein) is now and will at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, will at all times from between the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect and on Completion, the Vendors and the respective Warrantors shall be deemed to have repeated the facts same on such basis and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties that the same shall have effect as if given at each of such times Completion as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement (except otherwise qualified therein), and each of the Warrantors and each of the Vendors (jointly in the case of a Vendor and the respective Warrantor who owns the shares in such Vendor jointly but otherwise severally) agree and acknowledge that the Purchaser is entering into this Agreement strictly in reliance on such representations, warranties and undertakings notwithstanding any investigation which may have been made by or on behalf of the Purchaser up to the date hereof. (b) All matters, documents or information disclosed by the Vendors and including the Completion Date, Warrantors as regards themselves and their respective Sale Shares shall be deemed to be true, accurate and complete and accurate unless such disclosure is specifically qualified in all material respects writing at the time of disclosure. (with respect c) Up to the facts Completion Date the Vendors and circumstances subsisting at such time except as specifically provided otherwise) the Warrantors shall forthwith notify the Purchaser upon any of them becoming aware of any event which may cause any of the representations, warranties and such Subscriber Warranties shall have effect as if given at each of such times as well as undertakings and the date of this Agreementmatters disclosed to be incorrect, misleading or breached. 5.5 (d) Each Warranty of the representations, warranties and undertakings contained in this Agreement shall be construed as a separate representation, warranty or undertaking and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty representations, warranties and undertakings or any other terms of this Agreement. 5.6 If (e) Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Completion and all representations, warranties, undertakings and indemnities contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion. (f) All matters disclosed herein are disclosed for all purposes relative to this Agreement and all other documents referred to herein and to the transactions contemplated herein including, but not limited to, the representations, warranties and undertakings and indemnities contained in this Agreement. Where any party fails disclosure is made in relation to perform a particular warranty or representation, it shall be deemed to be given in relation to each and every warranty or representation as the context may permit and shall not be regarded as being so limited. (g) Subject to Completion, each of the Vendors and the Warrantors hereby severally warrants and undertakes to supply (to the extent as such information is available and in the possession of the Company and/or Zheda (as defined hereinafter)) the Purchaser at the Purchaser's costs with all necessary financial information and produce the originals (to the extent as such originals are available and in the possession of the Company and/or Zheda (as defined hereinafter)) for inspection and allowing making of copies thereof of the documents set out in the Fifth Schedule hereof pertaining to Zhejiang University Pharmaceutical Co. Ltd. ( (R)y|?*j3/4CAAo ~|(3)--*1/2(Y)q ) ("Zheda") relating to the period when Zheda was a subsidiary of the Purchaser for the purpose of (and only to the extent as required for such purpose) complying with the reporting requirements under the rules and regulations of the SEC within 14 days upon written demand of the Purchaser. (h) Xx. Xxx and Mr. Ma hereby severally warrant and undertake the filing of Schedule 13G reports with the SEC to report the disposal of the First Sale Shares and the Third Sale Shares. (i) Each of the Warrantors and each of the Vendors (jointly in the case of a Vendor together with its respective Warrantor which owns the shares in the Vendor but otherwise severally) warrant and undertake (as regards themselves or their respective Sale Shares) to compensate the Purchaser against all claims, demands, losses, damages, costs (including reasonable legal costs), expenses or other liabilities which the Purchaser may sustain or incur as a result of or in connection with the breach of any of their respective representations, warranties or undertakings herein. (j) Each of the Warrantors and each of the Vendors (jointly in the case of a Vendor together with its obligations respective Warrantor which owns the shares in the Vendor but otherwise severally) warrant and undertake that Zheda will not be, directly or indirectly, listed or injected into any material respect publicly listed company(s) in the United States of America ("US") in the US securities markets, including its obligation at Completionbut not limited to, New York Stock Exchange, NASDAQ, American Stock Exchange, OTC Bulletin Board, Pink Sheet, within two years from the Completion Date.. (a) under this Agreement or breaches any of The Purchaser represents, warrants and undertakes to the Vendors in the terms set out in this Agreement or any Warranties given by it the Fourth Schedule hereto and in any material respect prior to Completion, then without prejudice to all and any the other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure provisions of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind that each of the samerepresentations, whereupon neither party warranties and undertakings (except otherwise qualified therein) is now and will at Completion, and will at all times between the date of this Agreement and the Completion Date, be true, complete and accurate and on Completion, that the Purchaser shall be obliged deemed to perform have repeated the same on such basis and the same shall have effect as if given at Completion as well as at the date of this Agreement (except otherwise qualified therein), and that the Purchaser agrees and acknowledges that the Vendors are entering into this Agreement strictly in reliance on such representations, warranties and undertakings notwithstanding any investigation which may have been made by or on behalf of its obligations hereunder the Vendors up to the date hereof. (b) All matters, documents or information disclosed by the Purchaser shall be deemed to be true, accurate and complete unless such disclosure is specifically qualified in writing at the time of disclosure. (c) Up to the Completion Date the Purchaser shall not have any claim against each other, except in respect of claims arising out forthwith notify the Vendors upon it becoming aware of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties event which may have under law. Failure to exercise cause any of the rights herein conferred representations, warranties and undertakings and the matters disclosed to be incorrect, misleading or breached. (d) Each of the representations, warranties and undertakings contained in this Agreement shall be construed as a separate representation, warranty or undertaking and (save as expressly provided to the contrary) shall not constitute a waiver be limited or restricted by reference to or inference from the terms of any such rights. 5.7 The Issuer agrees to indemnify other representations, warranties and hold harmless the Subscriber from and against undertakings or any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out other terms of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any (e) Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Completion and all lossrepresentations, liabilitywarranties, claimundertakings and indemnities contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion. (f) All matters disclosed herein are disclosed for all purposes relative to this Agreement and all other documents referred to herein and to the transactions contemplated herein including, damages but not limited to, the representations, warranties and expense whatsoeverundertakings and indemnities contained in this Agreement. Where any disclosure is made in relation to a particular warranty or representation, it shall be deemed to be given in relation to each and every warranty or representation as reasonably incurredthe context may permit and shall not be regarded as being so limited. (g) The Purchaser warrants and undertakes the filings by the Purchaser of all and any necessary documents and reports with the SEC as required by the applicable laws, arising out rules and regulations. (h) The Purchaser warrants and undertakes to compensate each of any the Vendors against all claims, demands, losses, damages, costs (including reasonable legal costs) or expenses which each of the Vendors may sustain or incur as a result of or in connection with default on the part of the Purchaser or the breach of any obligations, representations, warranties or undertakings herein. (i) The Purchaser undertakes to compensate each of the Subscriber Warranties Vendors against all claims, demands, losses, damages, costs (including reasonable legal costs), or expenses which each of the Vendors may sustain or incur as a result of this Agreement and obligations the transactions contemplated hereunder having been declared or treated as void or voidable except due to any claims brought by any of the Vendors asserting their rights as minority shareholders of the Purchaser. (j) In consideration of the Vendors agreeing to enter into this Agreement, the (i) above as if it is primarily liable to do so Provided that the Guarantor shall only be liable under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into Clause if this Agreement and the transactions contemplated hereunder have been declared or treated as void or voidable due to matters, events or causes of actions occurring on or before the expiration of two (2) years from the Completion Date. The Guarantor shall not be discharged or released from its guarantee and undertaking under this Clause by any arrangement made between the other parties or by any alteration in reliance the obligations on the Issuer Warrantiespart of the Purchaser under this Agreement or by time or other indulgence granted by any of the Vendors and this guarantee and undertaking shall remain in force (regardless of any change in shareholding or control of the Purchaser).

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 6.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber Purchaser that it has the legal right, full power, legal capacity and authority, and has obtained all necessary approvals, to enter into this Agreement and any other documents to be executed by such pursuant to or in connection with this Agreement and to exercise its rights and perform its obligations hereunder, and this Agreement and the terms set out said documents when signed shall constitute legal, valid and binding obligations on the Vendor and enforceable in accordance with their terms. 6.2 The Vendor represents and warrants to the Purchaser that upon Completion, the Sale Shares sold by the Vendor shall be fully paid up and are legally and beneficially owned by it, and it has the power, authority, legal capacity and has obtained authorisation to sell and transfer the Sale Shares to be sold by it, and that the Sale Shares to be sold by it shall be free from Encumbrances with all rights attached thereto on the Completion Date. 6.3 If, after the signing of this Clause 5 Agreement and Schedule 3 as at before Completion, any event shall occur or matter shall arise which results or may result in any of the date hereof and as at Warranties being untrue, misleading or inaccurate in any respect, the Vendor giving such Warranty shall immediately notify the Purchaser in writing thereof prior to Completion. 5.2 6.4 The Subscriber hereby represents, warrants and undertakes to total aggregate liability of the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date Vendor for any claim or claims of breaches under this Agreement up to (excluding other legal and including the Completion Date, be true, complete other costs and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contraryexpenses) shall not be limited or restricted by reference in any event exceed an amount equals to or inference from the terms of any other Warranty or any other terms of this AgreementTotal Share Consideration. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of 6.5 No claim may be brought against the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except Vendor in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties after expiration of a period of six months from the Completion Date (“Warranty Expiry Date") and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Vendor shall not be liable in respect of any a breach of any of the Subscriber Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and obligations any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor. 6.6 No claim shall lie against the Vendor (under or in relation to the Warranties or any provision of this Agreement) or to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from any of the Purchaser after the Completion. 5.9 6.7 The Issuer acknowledges that the Subscriber is Vendor represents and warrants that, in entering into this Agreement Agreement: (i) it is not in reliance on possession of any inside information relating to the Issuer WarrantiesCompany; (ii) it has not communicated, disseminated, relayed or disclosed any inside information relating to the Company, any shares of the Company, any directors or officers of the Company or any substantial shareholders of the Company; and (iii) it is not in breach or violation of, and has not engaged in any acts, omissions or conduct which may cause it or the Purchaser to be in breach or violation of, any Applicable Laws, including any provisions of Parts XIII or XIV of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong).

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer 10.1 Subject to Clause 10A, the Vendor hereby represents, warrants and undertakes to the Subscriber Purchaser (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 6 and acknowledge that the Purchaser in entering into this Clause 5 Agreement is relying on the Warranties and Schedule 3 that the Purchaser shall be entitled to treat the same as at the date hereof and as at Completionconditions of this Agreement. 5.2 10.2 The Subscriber hereby represents, warrants and undertakes said Warranties are given subject to the Issuer any matters disclosed in the terms Disclosure Letter or otherwise provided for under this Agreement. 10.3 The Warranties set out in each paragraph of this Clause 5 10 and Schedule 4 6 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules. 10.4 The Warranties set out in each paragraph of this Clause 10 and Schedule 6 shall be deemed to be repeated as at the date hereof and Completion as at Completion. 5.3 The Issuer is deemed if all references therein to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up were references to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompletion. 5.4 The Subscriber is deemed 10.5 In the event of it being found prior to have repeated all the Subscriber Warranties on the basis Completion that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set said Warranties are untrue, misleading or incorrect or have not been fully carried out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat or in the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out event of any antecedent breach matter or thing arising or becoming known or being notified to the Purchaser which is inconsistent with any such Warranties or any other provision of this Agreement. , the Purchaser shall not be bound to complete the purchase of the Purchase Shares and the Purchaser may by notice rescind this Agreement without liability on its part. 10.6 The rights conferred upon Vendor undertakes to notify the respective parties by the provisions Purchaser in writing as soon as practicable of this Clause 5 do not prejudice any other rights the respective parties matter or thing of which it becomes aware which is or may have under law. Failure to exercise be a breach of or inconsistent with any of the rights herein conferred shall not constitute a waiver of any such rightsWarranties before Completion. 5.7 10.7 The Issuer agrees Vendor hereby undertakes to indemnify and hold harmless keep indemnified the Subscriber from and Purchaser against any and all loss, liability, claim, damages and expense whatsoever, reasonable loss or liability suffered by the Purchaser or any member of the Group as reasonably incurred, arising out a result of or in connection with any breach of any of the Issuer Warranties said Warranties. 10.8 The Guarantor and the Purchaser hereby represents warrants and undertakes to the Vendor that all consents and approvals required under all applicable laws for the Purchaser to purchase the Purchase Shares, the Guarantor to guarantee the performance by the Purchaser of its obligations under this Agreement. 5.8 The Subscriber agrees Agreement and to indemnify give effect to the transactions contemplated hereunder will be obtained, where any consent or approval is subject to conditions, such conditions being satisfactory to the Vendor (as the case may be) in its sole and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.absolute discretion;

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 7.01 The Issuer Seller and the Company hereby represent, warrant and undertake to the Purchaser (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Clause 5, this Clause 7 and in Schedule 3 and acknowledges that the Purchaser, in entering into this Agreement, is relying on such representations, warranties and undertakings and that the Purchaser shall be entitled to treat the same as conditions to the obligations of the Purchaser under this Agreement. 7.02 The representations, warranties and undertakings set out in Clause 5, this Clause 7 and in each paragraph of Schedule 3 shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or the Schedules. 7.03 The representations, warranties and undertakings set out in Clause 5, this Clause 7 and in each paragraph of Schedule 3 shall be deemed to be repeated as at Completion as if all references therein to the date of this Agreement were references to the date of Completion. 7.04 The Seller and the Company hereby undertake to indemnify and keep indemnified the Purchaser (for itself and as trustee for the Company) against any loss or liability suffered by the Purchaser as a result of or in connection with any breach of the said representations, warranties and undertakings including, but not limited to, any diminution in the value of the assets of and any payment made or required to be made by the Purchaser or the Company and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this Clause shall be without prejudice to any other rights and remedies of the Purchaser in relation to any such breach of representation, warranty or undertaking and all such other rights and remedies are hereby expressly reserved to the Purchaser. 7.05 The Seller hereby represents, warrants and undertakes to the Subscriber Purchaser that: 7.05.1 the Seller is not a "U.S. Person" as defined in Regulation S (as the same may be amended from time to time) promulgated under the Securities Act of 1933, as amended ("Securities Act") and at the time this transaction was originated, the Seller was outside the United States and no offer to accept Consideration Shares was made in the United States, 7.05.2 the Seller agrees not to reoffer, sell, pledge or otherwise dispose of the Consideration Shares for a period of 1 year from the date of receipt of said Consideration Shares. Thereafter, except pursuant to a transaction registered under the Securities Act or pursuant to an exemption from such registration, Seller agrees not to reoffer or sell the Consideration Shares, or to cause any transferee permitted hereunder to reoffer or sell the Consideration Shares except in a transaction meeting the requirements of Regulation S or Rule 144 under the Securities Act, 7.05.3 the Seller is acquiring the Consideration Shares solely for his own account and not with a view to the distribution thereof to or for the benefit or account of any U.S. Person, in whole or in part. Seller understands and agrees he may bear the economic risk of an investment in the Consideration Shares for an indefinite period of time. The Seller does not now have or, in the future, will not take any short position or comparable hedge position in the Purchaser's Common Stock. Stop transfer instructions have been or will be placed on any certificates or other documents evidencing the Consideration Shares so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof and the provisions of Regulation S or Rule 144 promulgated under the Securities Act, and 7.05.4 the Seller is not an "investment company" or an entity controlled by an "investment company", as such terms set out are defined in this Clause 5 the Investment Company Act of 1940, as amended. 7.06 The Seller and Schedule 3 as at the Company represent and warrant that (i) the Business shall be operated in a manner consistent with past practices during the period from the date hereof until Completion and (ii), between the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer Company shall not, without the prior consent in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any writing of the terms set out in this Agreement Purchaser, enter into any contracts or hire any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsemployees. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 9.1 The Issuer Vendors hereby representsjointly and severally represent, warrants warrant and undertakes undertake to the Subscriber Purchaser that they shall procure the due and proper performance of their obligations under this Agreement and the transactions contemplated hereunder. 9.2 The Vendors hereby jointly and severally represent, warrant and undertake to the Purchaser in the terms set out in this Clause 5 9 and Schedule 3 as at and that each of the date hereof Warranties is now and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, will at all times from the date of this Agreement up to and including the Completion DateCompletion, be true, complete and accurate in all material respects (with and not misleading in any material respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that they were deemed to be repeated at any time up to and including Completion and on the basis that a reference to such Subscriber Warranties will, at all times from time is substituted for any express or implied reference to the date of this Agreement and such warranties and representations shall be deemed to be given by the Vendors at such time as well as at the time of this Agreement accordingly. 9.3 The Vendors shall use their reasonable endeavours to procure that no act shall be performed or omission allowed which would result in any of the Warranties being breached or misleading in any respect at any time up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompletion. 5.5 9.4 The Vendors accept and acknowledge that the Purchaser is entering into this Agreement in reliance upon representations, warranties and undertakings under this Agreement and in the terms of the Warranties made by the Vendors. 9.5 Each Warranty of the Warranties shall be construed as a separate and independent warranty to the intent that the Purchaser shall have a separate claim and right of action in respect of any breach thereof and (save as except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If any party fails to perform any of its obligations 9.6 The Warranties shall not in any material respect (including its obligation be extinguished or affected by Completion. 9.7 The Vendors jointly and severally undertake to the Purchaser that the Mortgage Amount shall not be more than HK$155,100,000.00 as at Completion) under the date of this Agreement and at all times up to the Completion Date. 9.8 The Vendors undertake to disclose to the Purchaser in writing as soon as practicable upon becoming aware of any matter occurring at any time prior to Completion which constitutes a breach of or breaches is inconsistent with any of the terms set out Warranties or which renders any of the Warranties inaccurate or misleading (or which would with the lapse of time constitute a breach of or be inconsistent with any of the Warranties, or render any of them inaccurate or misleading, as if the Warranties were given at the time of such occurrence). 9.9 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by the Purchaser rescinding, or failing to rescind, this Agreement or any other event or matter whatsoever except by way of a specific and duly authorised written waiver or release by the Purchaser. 9.10 The Vendors hereby jointly and severally undertake to indemnify and keep indemnified the Purchaser on demand in full from and against all liabilities, losses, damages, claims, actions, costs and expenses which have been incurred or suffered by the Purchaser and/or the Company as a result of or in connection with any breach of any of the Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to (a) any diminution in the right value of the assets of and any payment made or required to be made by the Purchaser or the Company, (b) any costs and expenses incurred as a result of such breach, and (c) all costs, expenses, damages for and liabilities reasonably incurred either before or after the commencement of any loss suffered by that partyaction in connection with the settlement of any claim, and (d) any tax liability of the Company arising as a consequence of any event which occurred on or before the Completion), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or . 9.11 The Vendors hereby jointly agree and undertake to the extent it relates to Purchaser that they shall indemnify the failure of Purchaser and the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement Company and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder keep them fully and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber effectively indemnified from and against any all payments, sums, outgoings, fees, demands, claims, losses, damages, costs, charges, expenses, fines, penalties, liabilities, compensation and all lossTax which may be sustained, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of incurred or suffered by any of them in relation to Taxation payable by the Issuer Warranties Company resulting from or by reference to any income, profits, gains, transactions, events, matters or things earned, accrued, received, entered into or accruing up to the Completion Date. In this connection, the Vendors hereby jointly agree and obligations under this Agreement. 5.8 The Subscriber agrees undertake to indemnify and hold harmless execute the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out Deed of any breach of any Tax Indemnity in favour of the Subscriber Warranties Purchaser (for itself and obligations under this Agreementas trustee for the Company) upon Completion. 5.9 The Issuer acknowledges that the Subscriber is entering into this Agreement in reliance on the Issuer Warranties.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, Vendor represents and warrants and undertakes to the Subscriber in Purchaser that the terms recitals of this Agreement and each of the Warranties set out in this Clause 5 and Schedule 3 2 is as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement and will be for all times up to and including the Completion Date, be remain true, complete accurate and accurate not misleading in any respect. 5.2 The Warranties shall be deemed to be repeated as at Completion as if all material respects (with respect references herein to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall date hereof were references to the Completion Date. 5.3 The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties, notwithstanding any information regarding the Company which may otherwise have effect as if given at each come into the possession of such times as well as the date Purchaser or of this Agreementwhich the Purchaser might have known or had constructive knowledge. 5.4 The Subscriber is deemed liabilities of the Vendor in relation to have repeated all the Subscriber Warranties shall not be diminished or affected for reason of the Purchaser having conducted due diligence on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this AgreementCompany. 5.5 Each Warranty of the Warranties shall be construed as a separate warranty and (save independent and, except as expressly provided to the contrary) , shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms term of this Agreement. 5.6 If any party fails to perform any The rights, including rights of its obligations in any material respect (including its obligation at Completion) under rescission, conferred on the Purchaser by this Agreement or breaches any of the terms set out are in this Agreement or any Warranties given by it in any material respect prior to Completion, then addition and without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the Purchaser and no exercise or failure to exercise a right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach under this Agreement or otherwise or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party invoke a remedy shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rightsthat right or remedy by the Purchaser. 5.7 The Issuer agrees Vendor shall promptly disclose to indemnify the Purchaser in writing after he becomes aware of, any matter, event or circumstance which (a) may arise or become known to the Vendor after the date of this Agreement and hold harmless the Subscriber from and against any and all lossbefore Completion, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of which is inconsistent with any of the Issuer Warranties and obligations or may render any of them misleading; (b) has caused or may cause any material adverse effect on the business, operations, prospects or financial condition of the Company; or (c) may affect the ability of the Vendor to perform or observe any of his obligations, undertakings or covenants under this Agreement. 5.8 The Subscriber agrees Vendor shall not and shall procure the Company not to do, permit or procure any act or omission before the Completion which will cause the Vendor to be in breach of any of the Warranties, or which would make any of the Warranties untrue, inaccurate or misleading in any respect. 5.9 The Vendor undertakes to indemnify and hold harmless keep the Issuer Purchaser fully indemnified from and against any and all loss, liability, claim, damages and expense whatsoever, payment made or required to be made by the Company or the Purchaser as reasonably incurred, arising out a result of or in connection with any breach of any of the Subscriber Warranties and obligations under this Agreementundertakings given herein and all claims, liabilities, losses, costs and expenses which the Purchaser may suffer or incur or which may be made against the Purchaser either before or after the commencement of andarising out of, or in respect of: any action in connection with:- (a) the settlement of any claim that any of the Warranties is untrue or misleading or any of the Warranties has been breached in any material aspects; (b) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or any of the Warranties has been breached and in which judgment is given for the Purchaser; and (c) the enforcement of any such settlement or judgment. 5.9 5.10 The Issuer acknowledges that Purchaser’s rights in respect of each of the Subscriber is entering into this Agreement Warranties (including but not limited to right under Clause 5.9) shall survive Completion and continue in reliance on the Issuer Warrantiesfull force and effect notwithstanding Completion.