Common use of THE PLACING Clause in Contracts

THE PLACING. 5.1 Subject to the Conditions and otherwise on the terms set out in this Agreement, the Broker will, as agent for the Company, use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the basis of the information contained in the Placing Documents. In the event that subscribers are not obtained for all or any of the Placing Shares, there shall be no obligation on the Broker to subscribe for such unplaced Placing Shares. 5.2 The Company irrevocably appoints and instructs the Broker to act as its agent for the purposes of the Placing. The appointment confers on the Broker, on behalf of the Company, all powers, authorities and discretions which the Broker consider are necessary for or incidental to the carrying out of the Bookbuild and the Placing and the Company agrees to ratify and confirm everything which the Broker shall lawfully do or have done 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 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 Bookbuild, and 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 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. 5.1 Subject 4.1 The Company hereby irrevocably appoints the Placing Agent as its agent to effect the Conditions and otherwise Placing on the terms set out in and subject to the conditions of this Agreement, the Broker will, as agent for the Company, use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the basis of the information contained in Agreement and the Placing Documents. In the event that subscribers are not obtained for all or any of the Placing Shares, there shall be no obligation on the Broker to subscribe for such unplaced Placing Shares. 5.2 The Company irrevocably appoints and instructs the Broker to act as its agent for the purposes of the Placing. 4.2 The appointment in clause 4.1 confers on the Broker, Placing Agent on behalf of the Company, Company all powers, authorities and discretions which the Broker consider are necessary for or incidental to the carrying out of the Bookbuild 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 Broker Placing Agent (or any of its sub-agents or delegates) shall lawfully and properly do or have done in the exercise of such appointment, powers, authorities and discretions. The Broker accepts such appointment on those terms. 5.3 Notwithstanding that 4.3 On the Broker is acting 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 of for the Company in connection with the Placing: (a) the Broker may receive and retain Company, to use its reasonable endeavours to procure Placees to subscribe for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in connection with the Placing and Shares at the Placing Price. 4.4 The Placing Agent shall not be liable obliged to account subscribe for any of the Placing Shares and nothing in this Agreement imposes any absolute obligation on the Placing Agent to procure any person to subscribe for any of the Placing Shares. 4.5 The Placing Agent 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 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 Bookbuild, and by no later than 12 noon (GMT) on the first Business Day after prior to the date of this Agreement. 4.6 Each of the Company and the Placing Agent hereby undertakes that they will not offer or sell or solicit applications for any Placing Shares other than: 4.6.1 in the UK to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) in the Broker shall, following consultation with course of their business; or 4.6.2 in circumstances which will not constitute or result in an offer to the Company, public in the UK within the meaning of the FSMA. 4.7 The Placing Agent shall 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 of the names and denominations in which the Placing Term Sheet. 5.5 Following Shares are to be allotted and issued as specified in the execution registration particulars included in the Letters of Confirmation executed by Placees together with details as specified in the Broker Letters of Confirmation of those numbers of Placing Shares which are to be held in certificated form and the Company those numbers of the Placing Term SheetShares which are to be held in uncertificated form and, with respect to the latter, specifying each party confirms that 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. 4.8 The Company hereby further agrees to ratify and confirm everything which the Placing Term Sheet Agent shall form part of lawfully and shall be read properly do, without wilful default or negligence, in conjunction connection with Admission pursuant to this Agreement in the exercise of its powers, authorities 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 discretions as Nominated Adviser to 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 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. 5.1 Subject to 2.1. The Company hereby appoints the Conditions Placing Agent and otherwise the Placing Agent, relying on the Warranties and subject as hereinafter mentioned, hereby agree, on the terms and subject to the conditions set out in this Agreement, the Broker will, as agent for of the Company, use its reasonable endeavours on a best effort basis, to procure subscribers 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 basis Completion Date make or procure the making of payment in HK$ for value of the information contained 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 as may be payable by the Placee(s)) to the 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 DocumentsAgent’s obligations in respect thereof. 2.4. In effecting the event that subscribers are 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 obtained 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 all any prospectus to be published or filed or any registration or qualification to be made or obtained (other than such 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, there shall be no obligation on engage in price stablisation in relation to the Broker Placing or distribute or publish any offering material in relation to subscribe for the Placing Shares otherwise than in compliance with applicable laws and regulations in each jurisdiction in which any such unplaced Placing Shares. 5.2 The Company irrevocably appoints and instructs offer, sale or placing takes place and, accordingly (without prejudice to the Broker to act as its agent for the purposes generality of the Placing. The appointment confers on the Brokerforegoing), on behalf of the Company, all powers, authorities and discretions which the Broker consider are necessary for or incidental to the carrying out of the Bookbuild and 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 Company agrees to ratify and confirm everything which Placing Agent may directly or indirectly effect the Broker 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 lawfully do or have done make, 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 their respective capacity as agent agents of the Company in connection with the Placing, to any person to whom any of the Placing Shares may be 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 Company; 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 and the SFC or any other relevant authority all information in relation to the Placees which may be required by the Stock Exchange, the SFC and/or such other authority; 2.5.8. the Placing Agent shall use its best endeavours (after exercising due care) to ensure that it will not offer or place any of the Placing Shares to or with any person, firm or company: (a) which will trigger a mandatory obligation under Rule 26 of the Broker may receive and retain for its own benefit Takeovers Code on the part of the Placees, whether or not such mandatory offer obligation is triggered by the fact that (i) the voting right of any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in connection with Placee after taking up the Placing and shall not be liable Shares issued to account 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 Company for any such commissions, brokerage voting rights of the Company; or other benefit(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 voting rights of the Company; and (b) any which will result in the Company’s non-compliance with minimum public shareholding requirements under the GEM Listing Rules; and 2.5.9. the Placing Shares for which Agent will ensure 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 fulfillment and benefit. 5.4 Following completion compliance of all applicable rules and regulations of the Bookbuild, Stock Exchange and by no later than 12 noon (GMT) on the first Business Day after the date of this Agreementif applicable, the Broker shall, following consultation with the Company, notify the Company rules and codes of the number of Placing Shares resulting from the Bookbuild and details of the Placees procured SFC in relation to its role as placing agent for the Placing Shares (a “Notification”). Following and will issue appropriate written confirmation of 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 fulfillment 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 compliance upon request by the Company and and/or 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 Servicerelevant authority. 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 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. 5.1 Subject 2.1 The Company hereby appoints the Sole Placing Agent, upon and subject to the Conditions terms and otherwise on the terms set out in conditions of this Agreement, the Broker will, as its sole placing agent for the Company, use its reasonable endeavours to procure subscribers 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 basis 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 Documents. In Agent shall require all of its sub-Sole Placing Agent(s) to or through whom it may affect the event that subscribers are not obtained for all Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.4 The aggregate number of the Placing Shares, there Shares to be placed by the Sole Placing Agent shall be no obligation on the Broker to subscribe for such unplaced Placing not exceed 85,580,000 Shares. 5.2 The 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 irrevocably appoints and instructs the Broker to act as its agent and not on account of or for the purposes 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 Placing. 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 Broker, on behalf of the Company, Sole Placing Agent all powers, authorities and discretions discretion on its behalf which the Broker consider are necessary for , or incidental to the carrying out of the Bookbuild and , the Placing and the Company hereby agrees to ratify and confirm everything any act which the Broker Sole Placing Agent shall or may lawfully and reasonable do or have done pursuant to or 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 anticipation of the Company in connection with the Placing: (a) the Broker may receive terms 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 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 Bookbuild, and 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 conditions 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 Articles, to such persons in certificated form as the Broker shall require and in such denominations as may be notified to it by the Brokerprovisions herein . 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.