Common use of Trademark Licensing Clause in Contracts

Trademark Licensing. On [●], a trademark license agreement was entered into between our Company and Xiamen Zhongjun Industrial Co., Ltd. (廈門中駿集團有限公司) (“Xiamen Zhongjun”) (the “Trademark License Agreement”), pursuant to which Xiamen Zhongjun agreed to irrevocably and unconditionally grant to our Company, and other members of our Group a non-transferable and non-exclusive license to use certain trademarks in the PRC, for a perpetual term commencing from the date of the Trademark License Agreement, on a royalty-free basis. The Trademark License Agreement will terminate upon China SCE Group Holdings ceasing to be our Controlling Shareholder. For a full list and details of the licensed trademarks, see “Appendix IV—Statutory and General Information—B. Further Information about Our Business—2. Intellectual property rights of our Group” to this Document. In addition, Xiamen Zhongjun has undertaken to renew and maintain the registration of the Licensed Trademarks upon expiry during the term of the Trademark License Agreement. We believe that the entering into of the Trademark License Agreement with a term of more than three years can ensure the stability of our operations, and is beneficial to us and our Shareholders as a whole. The Joint Sponsors are of the view that it is normal business practice for agreements of this type to be of duration of more than three years. As of the Latest Practicable Date, Xiamen Zhongjun as the registered proprietor of the licensed trademarks was an indirect wholly-owned subsidiary of China SCE Group Holdings, one of our Controlling Shareholders. Each of Xiamen Zhongjun and China SCE Group Holdings is therefore a connected person of our Company for the purpose of the Listing Rules. Accordingly, the transactions under the Trademark License Agreement will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. As the right to use the licensed trademarks is granted on a royalty-free basis, the transactions under the Trademark License Agreement will be within the de minimis threshold provided under Rule 14A.76 of the Listing Rules and will be exempt from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Trademark Licensing. On [●]August 12, 2020, a trademark license agreement was entered into between our Company Jinbi Property and Xiamen Zhongjun Industrial Co., Ltd. (廈門中駿集團有限公司) (“Xiamen Zhongjun”) Evergrande Real Estate (the “PRC Trademark License Agreement”), pursuant to which Xiamen Zhongjun Evergrande Real Estate agreed to irrevocably and unconditionally grant to Jinbi Property, its subsidiaries and branches, its controlling shareholders and its controlling shareholders’ subsidiaries an exclusive license to use certain trademarks (the “PRC Trademarks”) on a royalty-free basis. The PRC Trademark License Agreement is a transitional arrangement between Jinbi Property and Evergrande Real Estate to allow our Group to use the PRC Trademarks while the parties are in the process of completing the transfer of the PRC Trademarks to Jinbi Property pursuant to a trademark transfer agreement dated August 12, 2020, upon completion of which Jinbi Property will be the owner of the PRC Trademarks. The PRC Trademark License Agreement has a term commencing from the date of the PRC Trademark License Agreement until the completion date of the transfer of the PRC Trademarks. On [●] 2020, a deed of trademark licensing was entered into between our Company and China Evergrande Group (the “Hong Kong Trademark License Deed”), pursuant to which China Evergrande Group agreed to irrevocably and unconditionally grant to our Company, Company and other members of our Group a non-transferable transferrable and non-exclusive license to use certain trademarks the trademark (the “Hong Kong Trademark”), being a trademark registered in the PRCHong Kong, on a royalty-free basis, for a perpetual term commencing from the date of the Hong Kong Trademark License Agreement, on a royalty-free basisDeed. The China Evergrande Group has undertaken in the Hong Kong Trademark License Agreement will terminate upon China SCE Group Holdings ceasing Deed to be our Controlling Shareholdermaintain the registration of the Hong Kong Trademark throughout the term of the Hong Kong Trademark License Deed. For a full list and details of the licensed trademarksPRC Trademarks and the Hong Kong Trademark, see “Appendix IV—Statutory and General Information—B. Further Information about Our Business—2Business – 2. Intellectual property rights of our Group” in Appendix IV to this Document. In addition, Xiamen Zhongjun has undertaken to renew and maintain the registration of the Licensed Trademarks upon expiry during the term of the Trademark License Agreement. We believe that the entering into of the PRC Trademark License Agreement with a term which ends on the completion date of the transfer of the PRC Trademarks and the entering into of the Hong Kong Trademark License Deed with a term of more than three years can ensure the stability of our operations, and is beneficial to us and our the Shareholders as a whole. The Joint Sponsors are of the view that it is normal business practice for agreements of this type to be of duration of more than three years. China Evergrande Group is one of our Controlling Shareholders and therefore a connected person of our Company for the purpose of the Listing Rules. As of the Latest Practicable Date, Xiamen Zhongjun Evergrande Real Estate was indirectly owned as the registered proprietor of the licensed trademarks was an indirect wholly-owned subsidiary of to 63.46% by China SCE Group Holdings, one of our Controlling ShareholdersEvergrande Group. Each of Xiamen Zhongjun and China SCE Group Holdings Evergrande Real Estate is therefore a connected person of our Company for the purpose of the Listing Rules. Accordingly, the transactions under the PRC Trademark License Agreement and the Hong Kong Trademark License Deed will constitute continuing connected transactions for our Company under Chapter 14A of the Listing Rules upon [REDACTED]. As the right rights to use the licensed trademarks is PRC Trademarks and the Hong Kong Trademark are granted on a royalty-free basis, the transactions under the PRC Trademark License Agreement and the Hong Kong Trademark License Deed will be within the de minimis threshold provided under Rule 14A.76 of the Listing Rules and will be exempt from the reporting, annual review, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.