Common use of RESTRICTIONS ON THE INVESTOR Clause in Contracts

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Coordinators and the Joint Sponsors, the Investor will not, whether directly or indirectly, at any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction. 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, representations and warranties as provided in clause 6; (c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgement, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of the Company, the Joint Global Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] and [its/their respective] close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 5.4 [Each of] the Investor [and the Guarantor] agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 5.5 The Investor[, the Guarantor] and [its/their respective] affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including the Stock Exchange Guidance Letter HKEX-GL51-13 or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. 5.6 [The Investor may obtain external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Coordinators and the Joint Sponsors, the Investor will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any securities convertible into or exchangeable or exercisable for or that represent the right to receive any of the forgoing securities; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; (iv) agree or contract to, or publicly announce any intention to, enter into any of the foregoing transactions described in (i), (ii) and (iii) above, in each case whether any of the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. Subject to the above paragraph, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that, at any time after the expiry of the Lock-up Period, in the event that the Investor or any wholly-owned subsidiary of the Investor enters into any transactions to dispose of any Relevant Shares, or agrees or contracts to, or announces an intention to enter into such transactions, the Investor (for itself or on behalf of its subsidiary) shall take commercially reasonable steps to ensure that such disposal would not create a disorderly and false market in the Shares and shall comply with all applicable Laws and regulations and rules of securities exchanges of all competent jurisdictions, including but not limited to the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Ordinance and the SFO. 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) no less than five (5) business days’ prior written notice of such transfer is provided to the Company and the Joint Global Coordinators, which contains the identity of such wholly-owned subsidiary and such evidence, to the satisfaction of the Company and the Joint Global Coordinators, to prove that the prospective transferee is a wholly- owned subsidiary of the Investor as the Company and the Joint Global Coordinator may require; (b) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (bc) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, representations and warranties as provided in clause 6; (cd) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (de) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgement, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (ef) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he The Investor [and the Guarantor] agrees and undertakes that, except with the unanimous prior written consent of the Company, the Joint Global Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Investor and [its/their respective] its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capitalcapital at all times and it would not become a core connected person of the Company within the meaning of the Listing Rules during the period of 12 months following the Listing Date and, further, that the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall not be such as to cause the total securities of the Company held by the public (as contemplated in the Listing Rules and interpreted by the Hong Kong Stock Exchange, including but not limited to Rules 8.08) to fall below the required percentage set out in the Listing Rules or such other percentage as may be approved by the Hong Kong Stock Exchange and applicable to the Company from time to time. The Investor agrees to notify the Company, the Joint Global Coordinators and the Joint Sponsors in writing if it comes to its attention of any of the abovementioned situations. 5.4 [Each of] the The Investor [and the Guarantor] agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] its controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 5.5 The Investor[, the Guarantor] Investor and [its/their respective] its affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including the Hong Kong Stock Exchange Guidance Letter HKEX-GL51-13 or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. The Investor further confirm and undertake that none of them or their affiliates, directors, officers, employees or agents has or will enter into such arrangements or agreements. 5.6 [The Investor may obtain will be using internal resources, without obtaining external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15.

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause Clause 5.2, the Investor (for itself and on behalf of its wholly-owned subsidiary where the Investor Shares are to be held by such wholly-owned subsidiary pursuant to Clause 5.2, if any) agrees, covenants with and undertakes to the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators that without the prior written consent of each of the Company, the Joint Global Coordinators Sponsors and the Joint SponsorsOverall Coordinators, the Investor will not, whether directly or indirectly, at any time during the period of commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months from after the Listing Date (the “"Lock-up Period”"), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction. 5.2 Nothing contained in clause Clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) in no less than five (5) business days’ prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s 's obligations under this Agreement, including the restrictions in this clause Clause 5 imposed on the Investor, as if such wholly-wholly- owned subsidiary were itself subject to such obligations and restrictions; (b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations and warranties as provided in clause Clause 6; (c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators in terms satisfactory to them) agreeing to be bound by the Investor’s 's obligations under this Agreement, including the restrictions in this clause Clause 5 imposed on the Investor and gives the same acknowledgementacknowledgements, confirmations, undertakings, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (e) such wholly-owned subsidiary is (A) a QIB or (B) (i) is not and will not be a U.S. Person; (ii) is and will be located outside the United States and (iii) will be acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he The Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of to the Company, the Joint Global Coordinators Sponsors and the Joint SponsorsOverall Coordinators, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Investor and [its/their respective] its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “"substantial shareholder”") of the Company’s 's entire issued share capital, and the Investor would not become a core connected person of the Company within the meaning of the Listing Rules during the period of 12 months following the Listing Date. 5.4 [Each of] the Investor [and the Guarantor] agrees that the Investor’s 's holding of the Company’s 's share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators Sponsors and/or the Joint SponsorsOverall Coordinators, provide reasonable evidence to the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators showing that the Investor’s 's holding of the Company’s 's share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] its controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for H Shares in the Global Offering (other than the Investor Shares) or make an application for H Shares in the Hong Kong Public Offering. 5.5 The Investor[, the Guarantor] Investor and [its/their respective] its affiliates, directors, supervisors (if applicable), officers, employees employees, representatives or agents have not directly and indirectly entered into and shall not directly and indirectly enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Appendix F1 to the Stock Exchange Guidance Letter HKEX-GL51-13 Listing Rules, Chapter 4.15 of the Listing Guide or written any other guidance published by the Hong Kong regulatorsregulators from time to time) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directorsdirectors , supervisors (if applicable), officers, employees or agents. 5.6 [The Investor may obtain external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Coordinators and the Joint Sponsors, the Investor will not, and will cause its affiliates not to, whether directly or indirectly, at any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any securities convertible into or exchangeable or exercisable for or that represent the right to receive any of the forgoing securities; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; (iv) agree or contract to, or publicly announce any intention to, enter into any of the foregoing transactions described in (i), (ii) and (iii) above, in each case whether any of the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. Subject to the above paragraph, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that, at any time after the expiry of the Lock-up Period, in the event that the Investor or any wholly-owned subsidiary of the Investor enters into any transactions to dispose of any Relevant Shares, or agrees or contracts to, or announces an intention to enter into such transactions, the Investor (for itself or on behalf of its subsidiary) shall take commercially reasonable steps to ensure that such disposal would not create a disorderly and false market in the Shares and shall comply with all applicable Laws and regulations and rules of securities exchanges of all competent jurisdictions, including but not limited to the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Companies Ordinance and the SFO. 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) no less than five (5) business days’ prior written notice of such transfer is provided to the Company and the Joint Global Coordinators, which contains the identity of such wholly-owned subsidiary and such evidence, to the satisfaction of the Company and the Joint Global Coordinators, to prove that the prospective transferee is a wholly- owned subsidiary of the Investor as the Company and the Joint Global Coordinator may require; (b) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes and the Guarantor undertake to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (bc) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, representations and warranties as provided in clause 6; (cd) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (de) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgement, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (ef) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he of the Investor [and the Guarantor] Guarantor agrees and undertakes that, except with the unanimous prior written consent of the Company, the Joint Global Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Guarantor and [its/their respective] respective close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capitalcapital at all times and it would not become a core connected person of the Company within the meaning of the Listing Rules during the period of 12 months following the Listing Date and, further, that the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall not be such as to cause the total securities of the Company held by the public (as contemplated in the Listing Rules and interpreted by the Hong Kong Stock Exchange, including but not limited to Rules 8.08) to fall below the required percentage set out in the Listing Rules or such other percentage as may be approved by the Hong Kong Stock Exchange and applicable to the Company from time to time. The Investor agrees to notify the Company, the Joint Global Coordinators and the Joint Sponsors in writing if it comes to its attention of any of the abovementioned situations. 5.4 [Each of] of the Investor [and the Guarantor] Guarantor agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] , and [both of them] them shall procure that none of [its/their respective] respective controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 5.5 The Investor[, the Guarantor] Guarantor and [its/their respective] respective affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including the Hong Kong Stock Exchange Guidance Letter HKEX-GL51-13 or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. The Investor and the Guarantor further confirm and undertake that none of them or their affiliates, directors, officers, employees or agents has or will enter into such arrangements or agreements. 5.6 [The Investor may obtain will be using internal resources, without obtaining external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15.

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholly-owned subsidiary (where the Investor Shares are to be held by such wholly-owned subsidiary) agrees, covenants with and undertakes to the Company, the Joint Global Overall Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Overall Coordinators and the Joint Sponsors, the Investor will not, , (a) whether directly or indirectly, at any time during the period of commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months from after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares; and (iib) whether directly or indirectly, (i) cause, permit to be caused or allow itself to undergo undergo, a change of control (as defined in The the Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; owner(s) or (iiiii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction, at any time during the Lock-up Period. For the avoidance of doubt and subject to this clause 5.1, the restriction on disposal contained in this Agreement is not intended to apply to any Shares in the Company held by the Investor other than the Relevant Shares (including but not limited to any Shares held by the Investor or its affiliates prior to the Listing Date (if any)), and any purchase, swap or other derivative arrangement, contract to purchase, sale, contract to sell, short sale or other purchase, transfer or disposal of the Shares or other securities in the Company (other than the Relevant Shares) consummated through open market transactions following the commencement of dealings in the Shares on the Stock Exchange. Nothing contained in this clause 5.1 shall prevent (i) any use of the Relevant Shares as security (including a charge, mortgage or pledge) in favour of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan; or (ii) any transfer of the Relevant Shares with the prior written consent of the Company and the Overall Coordinators. 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor favour of the Company, the Joint Global Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations and warranties as provided in clause 6; (c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgementacknowledgements, confirmations, undertakings, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he The Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of the Company, the Joint Global Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Investor and [its/their respective] its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 5.4 [Each of] the The Investor [and the Guarantor] agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor and shall procure the Investor will not,] and [both of them] shall use reasonable efforts to procure that none of [its/their respective] its controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public OfferingOffering unless otherwise permitted under the applicable Laws or by the Stock Exchange. 5.5 The Investor[, the Guarantor] Investor and [its/their respective] its/ affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Stock Exchange Guidance Letter HKEX-GL51-13 Listing Guide or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. 5.6 [The Investor may obtain will be using internal resources of the Investor and its affiliates without obtaining external financing from [•] (the “Lender”) financing, to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15.

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause Clause 5.2, the Investor agrees, covenants with and undertakes to the Company, the Joint Global Coordinators and the Joint Sponsors that without the prior written consent of each of the Company, the Joint Global Coordinators and the Joint Sponsors, the Investor it will not, whether directly or indirectly, at any time during the period of six (6) months from the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any securities convertible into or exchangeable or exercisable for or that represent the right to receive any Relevant Shares; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) agree or contract to or enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; or (iv) publicly announce any intention to, enter into any of the foregoing transactions described in (i), (ii) and (iii) above, in each case whether any of the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. 5.2 The Company, the Joint Global Coordinators and the Joint Sponsors acknowledge that, after the expiry of the Lock-up Period, the Investor will be free to dispose of any Relevant Shares, provided that it will notify the Company in writing prior to the disposal and will use all reasonable endeavours to ensure that any such disposal does not create a disorderly or false market in the Shares and is otherwise in compliance with the SFO or any applicable Laws to which the Investor is subject in respect of the transactions contemplated under this Agreement and in respect of any such disposal. 5.3 Nothing contained in clause Clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) no less than five business days’ prior written notice of such transfer is provided to the Company and the Joint Global Coordinators, which contains the identity of such wholly-owned subsidiary and such evidence, to the satisfaction of the Company and the Joint Global Coordinators, to prove that the prospective transferee is a wholly-owned subsidiary of the Investor as the Company and the Joint Global Coordinators may require; (b) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor favour of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause Clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (bc) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, representations and warranties as provided in clause Clause 6; (cd) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (de) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause Clause 5 imposed on the Investor and gives give the same acknowledgement, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (ef) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he 5.4 The Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of the Company, the Joint Global Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Investor and [its/their respective] its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 5.4 [Each of] the 5.5 The Investor [and the Guarantor] agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] its controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global International Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 5.5 5.6 The Investor[, the Guarantor] Investor and [its/their respective] its affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including the Stock Exchange Guidance Letter HKEX-GL51-13 or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder shareholders of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. 5.6 5.7 [The Investor represents and warrants to the Company, the Joint Global Coordinators and the Joint Sponsors that it has not obtained and does not intend to obtain a loan or other form of financing to meet its payment obligations under this Agreement.] / [The Investor represents and warrants to the Company, the Joint Global Coordinators and the Joint Sponsors that it may obtain external financing from [•·] (the “Lender”) to finance its subscription of for the Investor Shares. The Investor represents Shares and that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 Prospectus. [All or some of the Investor Shares to be [subscribed for/acquired by] for by the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator Coordinators and the Joint Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Lock-Up Period as set out in Clause 5.1.]155.1.]]

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor for itself and on behalf of the Investor Subsidiary (where the Investor Shares are to be held by the Investor Subsidiary) agrees, covenants with and undertakes to each of the Company, the Joint Global Overall Coordinators and the Joint Sponsors that that, without the prior written consent of each of the Company, the Joint Global Overall Coordinators and the Joint Sponsors, the Investor will not, and (where the Investor Shares are to be held by the Investor Subsidiary) will procure the Investor Subsidiary not to, whether directly or indirectly, at any time during the period of six (6) months from and including the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares, including any security that is convertible, exchangeable, exercisable or represents a right to receive the above securities; (ii) to the extent within the Investor's reasonable efforts, allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial ownerowners; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction; or (iv) agree or contract to, or publicly announce any intention to, enter into any of the foregoing transactions described in (i), (ii) and (iii) above, in each case whether any of the foregoing transactions described in (i), (ii) and (iii) above is to be settled by delivery of Relevant Shares or such other securities convertible into or exercisable or exchangeable for Relevant Shares, in cash or otherwise. In the event of a disposal (or an agreement or contract, or an announcement of an intention for a disposal) of any Relevant Shares at any time after the Lock-up Period, the Investor shall use it best endeavours to ensure that such disposal will comply with all applicable laws and the Listing Rules. 5.2 Nothing contained in clause 5.1 shall prevent the Investor or Investor Subsidiary (where the Investor Shares are to be held by the Investor Subsidiary) from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) no less than five (5) business days’ prior written notice of such transfer is provided to the Company, the Joint Sponsors and the Overall Coordinators, which contains the identity of such wholly-owned subsidiary and such evidence, to the satisfaction of the Company, the Joint Sponsors and the Overall Coordinators, to prove that the prospective transferee is a wholly-owned subsidiary of the Investor as the Company, the Joint Sponsors and the Overall Coordinators may require; (b) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor undertakes and (if applicable) the Investor Subsidiary undertake to procure that such wholly-wholly- owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the obligations and restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (bc) such wholly-owned subsidiary shall be deemed to have given the same acknowledgementsagreements, representations representations, warranties, undertakings, confirmations and warranties acknowledgements as provided in clause 6; (cd) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (de) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour favor of the Company, the Joint Global Overall Coordinators and the Joint Sponsors in terms satisfactory to them) agreeing to, and the Investor shall undertake to procure such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including without limitation the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgementagreements, representations representations, warranties, undertakings, confirmations and warranties acknowledgements hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (ef) such wholly-owned subsidiary is (A) a QIB or (B) (i) not and will not be a U.S. Person; (ii) is and will be located outside the United States States; and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act.S. 5.3 [Each of] [T/t]he The Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of the Company, the Joint Global Overall Coordinators and the Joint Sponsors, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] Investor and [its/their respective] its close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capitalcapital at all times and it would not become a core connected person or a connected person of the Company within the meaning of the Listing Rules during the period of 12 months following the Listing Date and, further, that the aggregate holding (direct and indirect) of the Investor and its close associates in the total issued share capital of the Company shall not be such as to cause the total securities of the Company held by the public (as contemplated in the Listing Rules and interpreted by the Stock Exchange, including but not limited to Rule 8.08 of the Listing Rules) to fall below the required percentage set out in the Listing Rules or such other percentage as may be approved by the Stock Exchange and applicable to the Company from time to time. The Investor agrees to notify the Company, the Overall Coordinators and the Joint Sponsors in writing if it comes to its attention of any of the abovementioned situations. 5.4 [Each of] the The Investor [and the Guarantor] agrees that the Investor’s or (if applicable) Investor Subsidiary's holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Overall Coordinators and/or the Joint Sponsors, provide reasonable evidence to the Company, the Joint Global Overall Coordinators and the Joint Sponsors showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] its controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for H Shares in the Global Offering (other than the Investor Shares) or make an application for H Shares in the Hong Kong Public Offering. 5.5 The Investor[Investor and its affiliates, the Guarantor] and [its/their respective] affiliatesassociates, directors, officers, employees or agents shall not accept or enter into into, and will not accept or enter into, any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Stock Exchange Guidance Letter HKEX-GL51-13 Listing Guide or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, associates, directors, supervisors, officers, employees or agents. The Investor further confirms and undertakes that neither it nor its affiliates, associates, directors, officers, employees or agentsagents have entered into or will enter into such arrangements or agreements. 5.6 [The Investor may obtain external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint Sponsors, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 [All or some of the Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator and the Sponsors to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15

RESTRICTIONS ON THE INVESTOR. 5.1 Subject to clause 5.2, the Investor agrees, covenants with and undertakes to the 13 This may need to be adjusted depending on the facts and circumstances. For instance, it may take longer to issue the Over-allotment Shares for H share IPO as the issuer may need extra time to go through certain PRC regulatory process to issue the additional shares Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators that without the prior written consent of each of the Company, the Joint Global Coordinators Sponsors and the Joint SponsorsOverall Coordinators, the Investor will not, whether directly or indirectly, at any time during the period of commencing from (and inclusive of) the Listing Date and ending on (and inclusive of) the date falling six (6) months from after the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in any company or entity holding any Relevant Shares; (ii) allow itself to undergo a change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (iii) enter into any transactions directly or indirectly with the same economic effect as any aforesaid transaction. 5.2 Nothing contained in clause 5.1 shall prevent the Investor from transferring all or part of the Relevant Shares to any wholly-owned subsidiary of the Investor, provided that, in all cases: (a) prior to such transfer, such wholly-owned subsidiary gives a written undertaking (addressed to and in favor of the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators in terms satisfactory to them) agreeing to, and the Investor undertakes to procure that such wholly-owned subsidiary will, be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions; (b) such wholly-owned subsidiary shall be deemed to have given the same acknowledgements, confirmations, undertakings, representations and warranties as provided in clause 6; (c) the Investor and such wholly-owned subsidiary of the Investor shall be treated as being the Investor in respect of all the Relevant Shares held by them and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; (d) if at any time prior to expiration of the Lock-up Period, such wholly-owned subsidiary ceases or will cease to be a wholly-owned subsidiary of the Investor, it shall (and the Investor shall procure that such subsidiary shall) immediately, and in any event before ceasing to be a wholly-owned subsidiary of the Investor, fully and effectively transfer the Relevant Shares it holds to the Investor or another wholly-owned subsidiary of the Investor, which shall give or be procured by the Investor to give a written undertaking (addressed to and in favour of the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators in terms satisfactory to them) agreeing to be bound by the Investor’s obligations under this Agreement, including the restrictions in this clause 5 imposed on the Investor and gives the same acknowledgementacknowledgements, confirmations, undertakings, representations and warranties hereunder, as if such wholly-owned subsidiary were itself subject to such obligations and restrictions and shall jointly and severally bear all liabilities and obligations imposed by this Agreement; and (e) such wholly-owned subsidiary is (A) a QIB or (B) (i) not a U.S. Person; (ii) located outside the United States and (iii) acquiring the Relevant Shares in an offshore transaction in reliance on Regulation S under the Securities Act. 5.3 [Each of] [T/t]he Investor [and the Guarantor] agrees and undertakes that, except with the prior written consent of the Company, the Joint Global Coordinators Sponsors and the Joint SponsorsOverall Coordinators, the aggregate holding (direct and indirect) of the Investor[, the Guarantor] and [its/their respective] close associates in the total issued share capital of the Company shall be less than 10% (or such other percentage as provided in the Listing Rules from time to time for the definition of “substantial shareholder”) of the Company’s entire issued share capital. 5.4 [Each of] the Investor [and the Guarantor] agrees that the Investor’s holding of the Company’s share capital is on a proprietary investment basis, and to, upon reasonable request by the Company, the Joint Global Coordinators Sponsors and/or the Joint SponsorsOverall Coordinators, provide reasonable evidence to the Company, the Joint Global Coordinators Sponsors and the Joint Sponsors Overall Coordinators showing that the Investor’s holding of the Company’s share capital is on a proprietary investment basis. The Investor shall not, [the Guarantor shall procure the Investor will not,] and [both of them] shall procure that none of [its/their respective] controlling shareholder(s), associates and their respective beneficial owners shall, apply for or place an order through the book building process for Shares in the Global Offering (other than the Investor Shares) or make an application for Shares in the Hong Kong Public Offering. 5.5 The Investor[, the Guarantor] and [its/their respective] affiliates, directors, officers, employees or agents shall not enter into any arrangement or agreement, including any side letter, which is inconsistent with, or in contravention of, the Listing Rules (including Chapter 4.15 of the Stock Exchange Guidance Letter HKEX-GL51-13 Listing Guide or written guidance published by the Hong Kong regulators) with the Company, the controlling shareholder of the Company, any other member of the Group or their respective affiliates, directors, officers, employees or agents. 5.6 [The Investor may obtain external financing from [•] (the “Lender”) to finance its subscription of the Investor Shares. The Investor represents that the loan, if obtained, will be on normal commercial terms after arm’s length negotiations. The Investor further undertakes to give a prompt notice to the Joint SponsorsSponsors and the Overall Coordinators, before the financing arrangement is executed, about such financing arrangement with details to be included in the Prospectus.]14 Prospectus.] 14 [All or some of the 14 The first part of this clause 5.6 should be added if the Investor obtains external financing from any of the syndicate Investor Shares to be [subscribed for/acquired by] the Investor may be charged to the Lender as security for such loan. Under the financing arrangement, upon the occurrence of certain customary events of default, the Investor may be required to repay the loan before its maturity and the Lender may therefore have the right to enforce its security interest by way of appropriation or foreclosure in the Investor Shares subject to such charge at any time upon the occurrence of certain customary events of default, save that the Investor undertakes and acknowledges to the Company, the Joint Global Coordinator Sponsors and the Sponsors Overall Coordinators to procure the Lender to be subject to the same restrictions during the Lock- Up Period as set out in Clause 5.1.]15