Common use of THE PLACING Clause in Contracts

THE PLACING. 2.1 The Company hereby appoints the Sole Placing Agent, upon and subject to the terms and conditions of this Agreement, as its sole placing agent to procure on a best endeavor basis not less than six ( 6 ) Placee(s) to subscribe for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) . The Placing Shares shall be offered by way of Placing Letter by the Sole Placing Agent to the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Sole Placing Agent may carry out the Placing itself and / or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for the Placing Shares. 2.2 The Sole Placing Agent undertakes to the Company that it will: (1) procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(s) in the course of such communications; and (2) confine all statements it makes during the course of these communications strictly within the limits of the information contained in the Announcement. 2.3 The Sole Placing Agent shall require all of its sub-Sole Placing Agent(s) to or through whom it may affect the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares to be placed by the Sole Placing Agent shall not exceed 85,580,000 Shares. 2.5 Any transaction properly carried out by the Sole Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Sole Placing Agent at the request of the Company and as its agent and not on account of or for the Sole Placing Agent. The Sole Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence on the part of the Sole Placing Agent, or any sub- agents appointed by the Sole Placing Agent) to the Company arising directly or indirectly from any such transaction (other than as a result of non-compliance by the Sole Placing Agent with their obligations under this Agreement) at which the Placing Shares are issued hereunder. 2.6 The Company hereby confirms that the foregoing appointment confers on the Sole Placing Agent all powers, authorities and discretion on its behalf which are necessary for , or incidental to , the Placing and hereby agrees to ratify and confirm any act which the Sole Placing Agent shall or may lawfully and reasonable do or have done pursuant to or in anticipation of the terms and conditions of this Agreement subject to the provisions herein .

THE PLACING. 2.1 2.1. The Company hereby appoints the Sole Placing Agent and the Placing Agent, upon relying on the Warranties and subject as hereinafter mentioned, hereby agree, on the terms and subject to the terms and conditions of set out in this Agreement, as its sole placing agent to procure of the Company, on a best endeavor basis not less than six ( 6 effort basis, to procure one (1) or more Placee(s) to subscribe for the Placing Shares at the Placing Price Price. For the avoidance of doubt, in the event the Placing Shares are under- subscribed, the Placing Agent shall have no obligation to take up any unsubscribed Placing Shares. 2.2. The choice of the Placees and the quantity of the Placing Shares to be allocated to any particular Placee shall be determined by the Placing Agent at its sole discretion subject to the requirement that, subject to Clause 2.5, each Placee shall be an individuals, corporate, institutional investors or other investors independent of and not connected with the Company and its connected persons and subject to any objection (if any) the Stock Exchange and the SFC and the Company may have to any particular person or company being a Placee. 2.3. The Placing Agent shall on the Completion Date make or procure the making of payment in HK$ for value of the aggregate amount of the relevant Placing Shares subscribed of the number of the relevant Placing Shares it has successfully placed (together with such Stock Exchange trading fee, SFC transaction levy, Financial Reporting Council transaction levy, CCASS stock settlement fee and brokerage (if any), such transaction levy as may be payable by the Placee(s)) to the SFC for bank account nominated by the Company or in such other manner as may be agreed by the parties hereto, which shall constitute a complete discharge of the Placing Agent’s obligations in respect thereof. 2.4. In effecting the Placing, the Placing Agent shall be acting as the agent of the Company and the Company hereby authorises the Placing Agent to (i) act and to take all such actions on behalf of the Company as the Placing Agent reasonably deems necessary in order to carry into effect and complete the Placing and (ii) delegate any of their functions under this Agreement to any other person or sub-agent as the Placing Agent see fit in accordance with this Agreement. 2.5. The Placing Agent hereby represents to and agrees with the Company that: 2.5.1. the Placing Agent is an independent third party not connected to the Company and its connected persons; and the Placing Agent has not offered or sold and shall not offer or sell in Hong Kong, by means of any document, any Placing Shares other than to persons whose ordinary business consists of, among other things, buying or selling shares or debentures, whether as principal or as agent, or otherwise in circumstances which do not constitute an offer to the public; 2.5.2. the Placing Agent has not issued or caused to be issued and shall not issue or cause to be issued by documents in relation to the Placing in Hong Kong other than with respect to the Placing Shares intended to be disposed of in Hong Kong only to persons whose business consists of, among other things, the acquisition, disposal, or holding, of securities whether as principals or as agents; 2.5.3. the Placing Agent shall not, directly or indirectly, offer, sell or deliver any Placing Shares or distribute or publish any documents or make any representations or statements in relation to the Placing in any country or jurisdiction except such as, and under circumstances that, shall not result in or constitute a breach of any applicable laws and regulations or given rise to a requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained (other than such trading fee as are made or obtained by the Placing Agent) in any country or jurisdiction (including without limitation not to offer, sell or deliver, directly or indirectly, the Placing Shares to persons other than institutional or individual investors whose ordinary business consists of, among other things, dealing in securities) and all offers, sales and deliveries of the Placing Shares shall be made on such terms; 2.5.4. the Placing shall be effected by telephone conversations leading to concluded contracts between the Placing Agent as the Company’s agent and the Placees which shall be confirmed by letters of confirmation and its usual forms of acknowledgement; 2.5.5. neither the Placing Agent nor any of its affiliates or any persons acting on their behalf have/has offered, sold or effected a placing of, and none of them shall offer, sell or effect a placing of, the Placing Shares, engage in price stablisation in relation to the Placing or distribute or publish any offering material in relation to the Placing Shares otherwise than in compliance with applicable laws and regulations in each jurisdiction in which any such offer, sale or placing takes place and, accordingly (without prejudice to the generality of the foregoing), that the Placing Agent shall comply, and shall use their best endeavours to procure that each of those affiliates and other persons (where appropriate) through whom the Placing Agent may directly or indirectly effect the Placing or offer any Placing Shares complies; 2.5.6. neither the Placing Agent nor any of its affiliates or any persons acting on its behalf have/has made or shall make, in their respective capacity as agents of the Company in connection with the Placing, to any person to whom any of the Placing Shares may be payable offered any representation or statement regarding the Company or the financial or business position or prospects of the Company which was not or is not at the time of making the same been disclosed to the public in writing by the Placee(sCompany; 2.5.7. the Placing Agent shall use its best endeavours (after exercising due care) to ensure that the Placees shall be third parties independent of and not acting in concert with the Placing Agent and parties acting in concert with it and/or the connected persons of the Company. The Placing Agent shall make available and promptly supply, or use its best endeavours to procure the relevant Placees to make available and promptly supply, to the Stock Exchange for and the Placing Shares) . The Placing Shares shall SFC or any other relevant authority all information in relation to the Placees which may be offered by way of Placing Letter required by the Sole Placing Agent to Stock Exchange, the Placee(s) (SFC and/or such other than as agreed between authority; 2.5.8. the Sole Placing Agent and the Company). The Sole Placing Agent may carry out the Placing itself and / or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for the Placing Shares. 2.2 The Sole Placing Agent undertakes to the Company that it will: (1) procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(s) in the course of such communications; and (2) confine all statements it makes during the course of these communications strictly within the limits of the information contained in the Announcement. 2.3 The Sole Placing Agent shall require all of use its sub-Sole Placing Agent(sbest endeavours (after exercising due care) to or through whom ensure that it may affect the Placing or will not offer or sell place any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares to be placed by the Sole Placing Agent shall not exceed 85,580,000 Shares.or with any person, firm or company: 2.5 Any transaction properly carried out by the Sole Placing Agent pursuant to this Agreement shall constitute (a) which will trigger a transaction carried out by the Sole Placing Agent at the request mandatory obligation under Rule 26 of the Company and as its agent and not on account of or for the Sole Placing Agent. The Sole Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence Takeovers Code on the part of the Sole Placing AgentPlacees, whether or any sub- agents appointed not such mandatory offer obligation is triggered by the Sole fact that (i) the voting right of any Placee after taking up the Placing AgentShares issued to it becomes 30% (or such other percentage as stated in Rule 26 of the Takeovers Code in effect from time to time) or more of the voting rights of the Company; or (ii) the voting right of each of two or more Placees after taking up the Placing Shares issued to them becomes 20% or more of the Company arising directly or indirectly from any such transaction voting rights of the Company; and (other than as a b) which will result of in the Company’s non-compliance by with minimum public shareholding requirements under the Sole GEM Listing Rules; and 2.5.9. the Placing Agent with their obligations under this Agreement) at which will ensure the Placing Shares are issued hereunder. 2.6 The Company hereby confirms that fulfillment and compliance of all applicable rules and regulations of the foregoing appointment confers on Stock Exchange and if applicable, the Sole Placing Agent all powers, authorities rules and discretion on codes of the SFC in relation to its behalf which are necessary role as placing agent for , or incidental to , the Placing and hereby agrees to ratify will issue appropriate written confirmation of such fulfillment and confirm any act which compliance upon request by the Sole Placing Agent shall or may lawfully and reasonable do or have done pursuant to or in anticipation of Company and/or the terms and conditions of this Agreement subject to the provisions herein relevant authority.

THE PLACING. 2.1 The Company hereby appoints the Sole Placing Agent, upon and subject 5.1 Subject to the Conditions and otherwise on the terms and conditions of set out in this Agreement, the Broker will, as agent for the Company, use its sole placing agent reasonable endeavours to procure on a best endeavor basis not less than six ( 6 ) Placee(s) to subscribe subscribers for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) . The Placing Shares shall be offered by way of Placing Letter by the Sole Placing Agent to the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Sole Placing Agent may carry out the Placing itself and / or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for the Placing Shares. 2.2 The Sole Placing Agent undertakes to the Company that it will: (1) procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(s) in the course of such communications; and (2) confine all statements it makes during the course of these communications strictly within the limits basis of the information contained in the Announcement. 2.3 The Sole Placing Agent shall require Documents. In the event that subscribers are not obtained for all of its sub-Sole Placing Agent(s) to or through whom it may affect the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares Shares, there shall be no obligation on the Broker to be placed by the Sole subscribe for such unplaced Placing Agent shall not exceed 85,580,000 Shares. 2.5 Any transaction properly carried out by 5.2 The Company irrevocably appoints and instructs the Sole Placing Agent pursuant Broker to this Agreement shall constitute a transaction carried out by the Sole Placing Agent at the request of the Company and act as its agent and not on account of or for the Sole Placing Agentpurposes of the Placing. The Sole Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence on the part of the Sole Placing Agent, or any sub- agents appointed by the Sole Placing Agent) to the Company arising directly or indirectly from any such transaction (other than as a result of non-compliance by the Sole Placing Agent with their obligations under this Agreement) at which the Placing Shares are issued hereunder. 2.6 The Company hereby confirms that the foregoing appointment confers on the Sole Placing Agent Broker, on behalf of the Company, all powers, authorities and discretion on its behalf discretions which the Broker consider are necessary for , or incidental to , the carrying out of the Bookbuild and the Placing and hereby the Company agrees to ratify and confirm any act everything which the Sole Placing Agent Broker shall or may lawfully and reasonable do or have done pursuant in the exercise of such powers, authorities and discretions. The Broker accepts such appointment on those terms. 5.3 Notwithstanding that the Broker is acting as agent of the Company in connection with the Placing: (a) the Broker may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in anticipation connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit; and (b) any Placing Shares for which the Broker (or any persons nominated by the Broker) subscribe may be retained or dealt with by them (or such person) for its (or such person’s) own use and benefit. 5.4 Following completion of the terms Bookbuild, and conditions by no later than 12 noon (GMT) on the first Business Day after the date of this Agreement, the Broker shall, following consultation with the Company, notify the Company of the number of Placing Shares resulting from the Bookbuild and details of the Placees procured for the Placing Shares (a “Notification”). Following such Notification, the Company will confirm to the Broker whether it wishes to proceed with the Placing. If the Company confirms that it wishes to proceed with the Placing, the Broker and the Company shall as soon as practicable thereafter enter into the Placing Term Sheet. 5.5 Following the execution by the Broker and the Company of the Placing Term Sheet, each party confirms that the Placing Term Sheet shall form part of and shall be read in conjunction with this Agreement and the parties shall be bound accordingly. Where a Notification has been made and the Company does not enter into the Placing Term Sheet by 6:00 p.m. (GMT) on the first Business Day after the date of this Agreement, unless otherwise agreed between the Broker and the Company, such action shall constitute a termination of this Agreement and the provisions of Clause 4 shall apply as if the Conditions have not been satisfied. 5.6 Following the execution of the Placing Term Sheet by the Company and the Broker, the Board (or a duly authorised committee of such board) shall allot the EIS/VCT Placing Shares and the Company shall publish the Placing Results Announcement through a Regulatory Information Service. 5.7 Following the passing of the Resolutions at the General Meeting, and as noted in Clause 7.1, the Board (or a duly authorised committee of such board) shall allot the Second Tranche Non-EIS/VCT Placing Shares, the Subscription Shares and the Conversion Shares. 5.8 The Company shall allot, conditional on the passing of the Resolutions at the General Meeting in respect of the Second Tranche Non-EIS/VCT Placing Shares, subject to the provisions herein Articles, to such persons in certificated form as the Broker shall require and in such denominations as may be notified to it by the Broker. 5.9 The Placing Shares shall be subscribed for free from all liens, charges, encumbrances, equities and other third party rights of any nature whatsoever with all rights of any nature whatsoever attaching or accruing to them on or after the date of their issue.

THE PLACING. 2.1 4.1 The Company hereby irrevocably appoints the Sole Placing Agent, upon Agent as its agent to effect the Placing on the terms and subject to the terms and conditions of this Agreement and the Placing Documents. 4.2 The appointment in clause 4.1 confers on the Placing Agent on behalf of the Company all powers, authorities and discretions which are necessary for or incidental to, such appointment and the procuring of subscribers for the Placing Shares, including authority to appoint sub-agents or to delegate and the Company hereby agrees to ratify and confirm everything which the Placing Agent (or any of its sub-agents or delegates) shall lawfully and properly do in the exercise of such appointment, powers, authorities and discretions. 4.3 On the terms and subject to the conditions set out in this Agreement and relying on the Warranties and indemnities contained in this Agreement, the Placing Agent hereby agrees as agent for the Company, to use its sole placing agent reasonable endeavours to procure on a best endeavor basis not less than six ( 6 ) Placee(s) Placees to subscribe for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may Price. 4.4 The Placing Agent shall not be payable by the Placee(s) obliged to the SFC subscribe for any of the Placing Shares and such trading fee as may be payable by nothing in this Agreement imposes any absolute obligation on the Placee(s) to the Stock Exchange for the Placing Shares) . The Placing Shares shall be offered by way of Placing Letter by the Sole Placing Agent to the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Sole Placing Agent may carry out the Placing itself and / or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers any person to subscribe for any of the Placing Shares. 2.2 4.5 The Sole Placing Agent undertakes shall in effecting the Placing have discretion to determine the identity of the Placees and the allocation of the Placing Shares which are to be placed pursuant to the Placing, in consultation with the Company, and in accordance with the allocation policies of the Placing Agent as disclosed to the Company prior to the date of this Agreement. 4.6 Each of the Company and the Placing Agent hereby undertakes that it willthey will not offer or sell or solicit applications for any Placing Shares other than: (1) procure Placee(s) only 4.6.1 in the course UK to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of communications with them over the telephone and without the despatch of documents until after legally binding commitments investments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(sas principal or agent) in the course of such communicationstheir business; andor (2) confine all statements it makes during 4.6.2 in circumstances which will not constitute or result in an offer to the course of these communications strictly public in the UK within the limits meaning of the information contained in the AnnouncementFSMA. 2.3 4.7 The Sole Placing Agent shall require all of its sub-Sole Placing Agent(s) to or through whom it may affect notify the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number Company as soon as practicable of the Placing Shares to be placed by the Sole Placing Agent shall not exceed 85,580,000 Shares. 2.5 Any transaction properly carried out by the Sole Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Sole Placing Agent at the request of the Company names and as its agent and not on account of or for the Sole Placing Agent. The Sole Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence on the part of the Sole Placing Agent, or any sub- agents appointed by the Sole Placing Agent) to the Company arising directly or indirectly from any such transaction (other than as a result of non-compliance by the Sole Placing Agent with their obligations under this Agreement) at denominations in which the Placing Shares are to be allotted and issued hereunderas specified in the registration particulars included in the Letters of Confirmation executed by Placees together with details as specified in the Letters of Confirmation of those numbers of Placing Shares which are to be held in certificated form and those numbers of the Placing Shares which are to be held in uncertificated form and, with respect to the latter, specifying each relevant Placee’s CREST participant ID reference and the relevant CREST member account ID reference(s) relating to the CREST member account(s) to which each relevant Placee wishes Placing Shares to be credited. 2.6 4.8 The Company hereby confirms that the foregoing appointment confers on the Sole Placing Agent all powers, authorities and discretion on its behalf which are necessary for , or incidental to , the Placing and hereby further agrees to ratify and confirm any act everything which the Sole Placing Agent shall or may lawfully and reasonable do properly do, without wilful default or have done negligence, in connection with Admission pursuant to or in anticipation of the terms and conditions of this Agreement subject in the exercise of its powers, authorities and discretions as Nominated Adviser to the provisions herein Company.

THE PLACING. 2.1 The Company hereby appoints the Sole Placing Agent, upon and subject 5.1 Subject to the Conditions and otherwise on the terms and conditions of set out in this Agreement, the Bookrunner will, as agent for the Company, use its sole placing agent reasonable endeavours to procure on a best endeavor basis not less than six ( 6 ) Placee(s) to subscribe subscribers for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) . The Placing Shares shall be offered by way of Placing Letter by the Sole Placing Agent to the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Sole Placing Agent may carry out the Placing itself and / or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for the Placing Shares. 2.2 The Sole Placing Agent undertakes to the Company that it will: (1) procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(s) in the course of such communications; and (2) confine all statements it makes during the course of these communications strictly within the limits basis of the information contained in the Announcement. 2.3 The Sole Placing Agent shall require Documents. In the event that subscribers are not obtained for all of its sub-Sole Placing Agent(s) to or through whom it may affect the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares Shares, there shall be no obligation on the Bookrunner to be placed by the Sole subscribe for such unplaced Placing Agent shall not exceed 85,580,000 Shares. 2.5 Any transaction properly carried out by 5.2 The Company irrevocably appoints and instructs the Sole Placing Agent pursuant Bookrunner to this Agreement shall constitute a transaction carried out by the Sole Placing Agent at the request of the Company and act as its agent and not on account of or for the Sole Placing Agentpurposes of the Placing. The Sole Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence on the part of the Sole Placing Agent, or any sub- agents appointed by the Sole Placing Agent) to the Company arising directly or indirectly from any such transaction (other than as a result of non-compliance by the Sole Placing Agent with their obligations under this Agreement) at which the Placing Shares are issued hereunder. 2.6 The Company hereby confirms that the foregoing appointment confers on the Sole Placing Agent Bookrunner, on behalf of the Company, all powers, authorities and discretion on its behalf discretions which the Bookrunner consider are necessary for , or incidental to , the carrying out of the Bookbuild and the Placing and hereby the Company agrees to ratify and confirm any act everything which the Sole Placing Agent Bookrunner shall or may lawfully and reasonable do or have done pursuant in the exercise of such powers, authorities and discretions. The Bookrunner accepts such appointment on those terms. 5.3 Notwithstanding that the Bookrunner is acting as agent of the Company in connection with the Placing: (a) the Bookrunner may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in anticipation connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit; and (b) any Placing Shares for which the Bookrunner (or any persons nominated by the Bookrunner) subscribe may be retained or dealt with by them (or such person) for its (or such person's) own use and benefit. 5.4 Following completion of the terms Bookbuild, and conditions by no later than 12 noon (GMT) on the first Business Day after the date of this Agreement, the Bookrunner shall, following consultation with the Company, notify the Company of the number of Placing Shares resulting from the Bookbuild and details of the Placees procured for the Placing Shares (a "Notification"). Following such Notification, the Company will confirm to the Bookrunner whether it wishes to proceed with the Placing. If the Company confirms that it wishes to proceed with the Placing, the Bookrunner and the Company shall as soon as practicable thereafter enter into the Placing Term Sheet. 5.5 Following the execution by the Bookrunner and the Company of the Placing Term Sheet, each party confirms that the Placing Term Sheet shall form part of and shall be read in conjunction with this Agreement and the parties shall be bound accordingly. Where a Notification has been made and the Company does not enter into the Placing Term Sheet by 5.00 p.m. (GMT) on the first Business Day after the date of this Agreement, such action shall constitute a termination of this Agreement and the provisions of Clause 2.3 shall apply as if the Conditions have not been satisfied. 5.6 Following the execution of the Placing Term Sheet by the Company and the Bookrunner, the Board of Directors (or a duly authorised committee of such board) shall allot the First Tranche Placing Shares and the Company shall publish the Placing Results Announcement through a Regulatory Information Service. 5.7 Following the passing of the Resolutions at the General Meeting, the Board of Directors (or a duly authorised committee of such board) shall allot the Second Tranche Placing Shares. 5.8 The Company shall allot, conditional on the passing of the Resolutions at the General Meeting in respect of the Second Tranche Placing Shares, the Placing Shares, subject to the provisions herein Articles, to such persons in certificated form as the Bookrunner shall require and in such denominations as may be notified to it by the Bookrunner. 5.9 The Placing Shares shall be subscribed for free from all liens, charges, encumbrances, equities and other third party rights of any nature whatsoever with all rights of any nature whatsoever attaching or accruing to them on or after the date of their issue. 5.10 The parties agree that the Placing is to be conducted by the Company and the Bookrunner (i) outside the United States to non-US Persons in offshore transactions (within the meaning given in Rule 902 of Regulation S), in reliance on Regulation S, and (ii) in the United States, only to a limited number of persons reasonably believed to be QIBs as defined in Rule 144A under the US Securities Act, in transactions not involving a public offering within the meaning of Section 4(a)(2) of the US Securities Act and which are exempt from or not subject to the registration requirements of the US Securities Act and applicable US state securities laws. 5.11 The Company acknowledges that the Bookrunner has consulted with the Company and agreed the allocation strategy with regard to the identity of the proposed Placees in accordance with the COB Rules and the Allocation Policy. For the avoidance of doubt, no allocations of Placing Shares shall be made without consultation and agreement with the Company save that the Bookrunner may make non-material amendments to the allocations for the purposes of resolving any rounding or similar errors or difficulties. 5.12 The Company shall give all such assistance and provide all such information as the Bookrunner may reasonably require for the making and implementation of the Placing and will do (or procure to be done) all such things and execute (or procure to be executed) all such documents as may be necessary, or as may be desirable in the opinion of the Bookrunner, to be given, provided, done or executed by the Company or by its officers, employees or agents in connection with the Placing.

THE PLACING. 2.1 The Company 6.1 Each of Allenby and Dowgate, relying on the covenants, undertakings, indemnities and warranties contained in this Agreement, hereby appoints the Sole Placing Agentseverally undertakes, upon and subject to the terms and conditions of this AgreementConditions being satisfied (or waived), as agent for the Company on the terms set out in this Agreement and in the Terms & Conditions to use its sole placing agent respective reasonable endeavours to procure on a best endeavor basis not less than six ( 6 ) Placee(s) to subscribe subscribers for all the Placing Shares at the Placing Price. 6.2 The Placing Price (together with brokerage (if any), such transaction levy as may be payable by and the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) . The number of Placing Shares shall be offered determined by way agreement between the Company and the Banks on completion of the book building exercise and shall be recorded in the Placing Letter Results Agreement. 6.3 For the avoidance of doubt the Placing is not being underwritten by the Sole Placing Agent Banks and nothing in this Agreement shall impose on the Banks any obligation to underwrite the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Sole Placing Agent may carry out issue of any of the Placing itself and / Shares or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for any of the Placing SharesShares or to make any payment in respect of the subscription obligations of any Placee. 2.2 The Sole Placing Agent undertakes to 6.4 Upon satisfaction (or waiver) of all of the Company Conditions in Clause 2.1, other than that it will: (1) procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 2.1(f), the Company will allot pursuant to a resolution of the Board of Directors of the Company or a duly authorised committee thereof (and in a form reasonably acceptable to each of the Banks), conditionally on the satisfaction of the Condition set out in Clause 2.1(f), the First Placing Shares in such numbers and to such Placees (including, where applicable, relevant CREST stock accounts) as each of the Banks shall direct. Such allotments will be made on the terms set out in the Terms & Conditions and this Agreement. The allotment of such First Placing Shares shall become wholly unconditional immediately upon the satisfaction of the Condition set out in Clause 2.1(f). In order to assist with the settlement process, the Company shall arrange for the First Placing Shares to be held in uncertificated form to be credited to the CREST stock account of each of the Banks, free of payment, and each of the Banks shall, subject to the satisfaction (or waiver) of the Conditions in Clause 2.1, arrange for delivery of such First Placing Shares to the relevant Placees against payment of the relevant proceeds. 6.5 Provided the Conditions in Clause 2.1 are satisfied (or waived), the Company will before 8.00 a.m. on the First Admission Date duly register as holders of the First Placing Shares the Placees referred to in Clause 6.4 and will procure the delivery of definitive certificates in respect of such shares or, in the case of First Placing Shares to be held in uncertificated form, the Company will credit the CREST stock accounts of the Banks as referred to in Clause 6.4. 6.6 Subject to the allotment referred to in Clause 6.4 having taken place each of the Banks shall, in full discharge of its obligations under this Agreement with respect to the extent placing of the First Placing Shares, within three Business Days following First Admission pay by telegraphic transfer to the bank account notified by the Company the aggregate proceeds of the First Placing Shares received by each of the Banks (less the sums specified in Clause 7.2 (Commission, fees, costs and expenses)). 6.7 Upon satisfaction (or waiver) of all of the Conditions in Clause 2.2, other than that set out in Clause 2.2(f), the Company will allot pursuant to a resolution of the Board of Directors of the Company or a duly authorised committee thereof (and in a form reasonably acceptable to each of the Banks), conditionally on the satisfaction of the Condition set out in Clause 2.2(f), the Second Placing Shares in such condition has not been satisfiednumbers and to such Placees (including, where applicable, relevant CREST stock accounts) as each of the Banks shall direct. Such allotments will be made on the terms set out in the Terms & Conditions and this Agreement. The allotment of such Second Placing Shares shall become wholly unconditional immediately upon the satisfaction of the Condition set out in Clause 2.2(f). In order to subscribe assist with the settlement process, the Company shall arrange for the Second Placing Shares to be held in uncertificated form to be credited to the CREST stock account of each of the Banks, free of payment, and each of the Banks shall, subject to the satisfaction (or waiver) of the Conditions in Clause 2.2, arrange for delivery of such Second Placing Shares to the relevant Placees against payment of the relevant proceeds. 6.8 Provided the Conditions in Clause 2.2 are satisfied (or waived), the Company will before 8.00 a.m. on the Second Admission Date duly register as holders of the Second Placing Shares the Placees referred to in Clause 6.7 and will procure the delivery of definitive certificates in respect of such shares or, in the case of Second Placing Shares to be held in uncertificated form, the Company will credit the CREST stock accounts of the Banks as referred to in Clause 6.7. 6.9 Subject to the allotment referred to in Clause 6.7 having taken place each of the Banks shall, in full discharge of its obligations under this Agreement with respect to the placing of the Second Placing Shares, within three Business Days following Second Admission pay by telegraphic transfer to the bank account notified by the Company the aggregate proceeds of the Second Placing Shares received by each of the Banks (less the sums specified in Clause 7.2 (Commission, fees, costs and expenses)). 6.10 Any proceeds of the Placing Shares have been obtained from each Placee(snot received by the Brokers by the time specified in Clauses 6.6 or 6.9 (as appropriate) shall be paid to the Company within three Business Days of receipt of such sums by them in the course manner set out in those clauses. 6.11 The Banks shall have absolute discretion to determine jointly all matters in respect of such communicationsthe Placing (other than the Placing Price and the allocation of Placing Shares amongst Placees, which shall be determined in consultation with the Company) including: (a) the institutional and other investors who are to receive the Placing Documents; (b) the identity of the Placees; and (2c) confine all statements it makes during the course validity of these communications strictly within the limits acceptances received in respect of the information contained in the Announcement. 2.3 The Sole Placing Agent shall require all of its sub-Sole Placing Agent(s) to or through whom it may affect the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares to be placed Shares, and shall notify the Company of the names of the Placees procured by the Sole Placing Agent shall not exceed 85,580,000 Shareseach of them. 2.5 Any transaction properly carried out by 6.12 Solely for the Sole Placing Agent pursuant to this Agreement shall constitute a transaction carried out by purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the Sole Placing Agent at "Delegated Directive") regarding the request responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Company Delegated Directive; and (c) local implementation measures (the "MiFID II Product Governance Requirements"), each of Allenby and as its agent and not on account of or Dowgate acknowledges to each other that it understands the responsibilities conferred upon it under the MiFID II Product Governance Requirements relating to: (i) the target market for the Sole Placing Agent. The Sole Placing Agent shall not be responsible Placing; (ii) the eligible distribution channels for any loss or damage (except for any loss or damage arising out of any fraud, wilful act or default or gross negligence on the part dissemination of the Sole Placing AgentShares, or any sub- agents appointed by each as set out in the Sole Placing AgentOpening Announcement; and (iii) the requirement to carry out a product approval process. 6.13 The Company undertakes with the Company arising directly or indirectly from any such transaction (other than as a result Banks to use the net proceeds of non-compliance by the Sole Placing Agent with their obligations under this Agreement) at which the Placing Shares are issued hereunder. 2.6 The Company hereby confirms that received by it in the foregoing appointment confers on the Sole Placing Agent all powers, authorities and discretion on its behalf which are necessary for , or incidental to , manner described in the Placing and hereby agrees to ratify and confirm any act which the Sole Placing Agent shall or may lawfully and reasonable do or have done pursuant to or in anticipation of the terms and conditions of this Agreement subject to the provisions herein Documents.