Common use of Underwriting Obligations Clause in Contracts

Underwriting Obligations. 6.1 The Underwriter’s obligations under this Clause shall terminate if, before the Latest Time for Acceptance: (1) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees of the right to accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriter in writing of the number of Untaken Shares, and no later than 4:00 p.m. on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken Shares. 6.4 The Underwriter shall (subject to this Agreement not having been terminated by the Underwriter pursuant to the provisions hereof), after the receipt of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on the Settlement Date, pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter for the Underwritten Shares which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the same to the Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 The Underwriter’s obligations under For the purposes of this Clause shall terminate if, before the Latest Time for Acceptance: (1) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees of the right to accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application FormsAgreement, the Company shall be entitled to determine on a fair basis (in accordance with the requirements treat as Remaining Shares any New Shares not subscribed for by exercise of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordinglyPreemptive Rights. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 6.2 At 5.00 p.m. on the first business day after the Latest Time Subscription Period Closing Date, any Preemptive Rights not exercised for Acceptance notify or procure the Registrars on behalf subscription for New Shares prior to expiry of the Company to Subscription Period will automatically lapse, and no later than 9.00 a.m. on 23 March 2021, Danske acting as settlement agent shall notify the Underwriter Company and the Joint Global Co-ordinators in writing of the number of Untaken Remaining Shares or confirm that there are no Remaining Shares. 6.3 The Underwriters severally in their Due Proportions shall, in reliance on the Warranties, subscribe themselves as principal, at the Subscription Price, for such Remaining Shares before 12 noon on 23 March 2021. Following the subscription for the Remaining Shares by the Underwriters on 23 March 2021, the Underwriters may transfer Remaining Shares, and including to Sub-Underwriters. Each of the Underwriters (other than Danske) shall pay the aggregate Subscription Price for the Remaining Shares subscribed for by it pursuant to this Clause 6.3 to Danske, acting as settlement agent, no later than 4:00 p.m. 7.45 a.m. on the third business day after Closing Date in order for Danske to be able to provide the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription email confirmation and documentation referred to in Clause 6.5(a) no later than 8 a.m. on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken SharesClosing Date. 6.4 The Underwriter shall (subject to this Agreement Underwriters may not having been terminated by the Underwriter pursuant to the provisions hereof), after the receipt appoint any person who is a competitor of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on Company as a Sub- Underwriter without the Settlement Date, pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter prior written consent of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may beCompany. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter Payment for the Underwritten New Shares which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the same to the Underwriter and register the same subscribed in the name of the Underwriter Rights Issue, including for any Remaining Shares, and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 Registration shall be made by as follows, provided that the Underwriter on Rights Issue has not been terminated and that Danske has received the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers subscription amount for the Untaken New Shares (other than those New Shares subscribed for by Danske) pursuant to Clause 6.3: (1a) it no later than 8 a.m. on the Closing Date, Danske, acting as settlement agent, shall use all reasonable endeavours confirm by email that an amount equivalent to procure that each of the subscribers of full Subscription Price for the Untaken New Shares procured by it (including any direct and indirect sub- underwritersRemaining Shares) shall be third party independent of, not acting has been credited to the subscription account established with Danske in concert with and not connected with the Directors, chief executive or substantial shareholders name of the Company (within and is available to the meaning Company at the time of filing for Registration and shall provide the Listing Rules) or any of its subsidiaries and their respective associatesCompany with documentation to that effect; (2b) it will notas soon as practicably possible after receipt by the Company of the email confirmation and documentation referred to in Clause 6.5(a), the Company shall cause Registration to take place; and (c) upon due Registration, the cash amount sitting in the subscription account mentioned in Clause 6.5(a), less fees, commissions and expenses payable by the Company pursuant to Clause 8 and which may be permitted to be deducted in accordance with Clauses 8.2 and 8.6, shall be released by Danske, acting as settlement agent and wire- transferred, to the Escrow Account without any further instructions from the Company. 6.6 The parties acknowledge that the creation of a settlement bank payment to the Escrow Account in respect of the subscription amount for the New Shares by Danske, acting as settlement agent, shall discharge any obligation of the Underwriters to account for such monies to the Company. Upon transfer of DKK 36,685,090,866.97 to the Escrow Account, and the remaining subscription amount for the New Shares of DKK 328,037,978.03 being (i) used to pay the Account Holding Institution Commission and (ii) deducted by the Underwriters from any fees, commissions and expenses payable by the Company pursuant to Clauses 8.4 and 8.6, each Underwriter will procure each be under no further obligation to the Company to make a payment pursuant to Clauses 6.3 or 6.5. 6.7 The obligations of the subscribers Underwriters in this Clause 6 are several and each Underwriter shall be responsible for its proportionate share of the Untaken Remaining Shares in its Due Proportion. For the avoidance of doubt, no Underwriter shall have any liability or obligation in respect of any default by any other Underwriter. 6.8 The Company confirms to the Underwriters that any information which the Underwriters may obtain on Sub-Underwriters or other persons procured to take up any Remaining Shares subscribed for by it the Underwriters in accordance with Clause 6.3 is information obtained by the Underwriters in their capacities as placing agents, underwriters and/or managers and not as advisers to the Company. Accordingly (including and notwithstanding any direct and indirect sub-underwriters) will not, together with relationship which any party acting in concert (within the meaning of the Takeovers CodeUnderwriters may have with the Company as adviser), the Underwriters shall be under no obligation to disclose to the Company any of such information, other than the identity of such Sub-Underwriters or other placees procured to take up any Remaining Shares. 6.9 In the event of any Supplementary Matter (as defined in Clause 6.10) arising prior to the Subscription Closing Time, the Joint Global Co-ordinators, after consultation with it or its associatesthe Company, hold 10.0% or more may give notice to the Company of an extension to the timetable for the Rights Issue (which extension shall not extend the Subscription Period Closing Date beyond the date falling five Business Days after the date on which the Supplementary Prospectus relating to the relevant Supplementary Matter is published), in which case Clauses 6.9(a) and 6.9(b) shall apply: (a) if, following notice given by the Joint Global Co-ordinators under this Clause 6.9, the Subscription Period Closing Date is postponed all dates in this Agreement referable to the Subscription Period Closing Date and the Subscription Closing Time shall be postponed accordingly and the Company shall make a public announcement, at the request of the voting rights Joint Global Co-ordinators at a time and in a form satisfactory to them, of the Company immediately upon completion extension of the timetable for the Rights Issue; and (3b) in the event that there is insufficient public float Company shall execute such documents (including, without limitation, any agreement varying the terms of this Agreement) and do such acts and things as the Joint Global Co-ordinators shall reasonably require for the purpose of giving full effect to the extension of the Company within the meaning of the Listing Rules immediately upon completion of timetable for the Rights Issue solely because as contemplated by Clause 6.9(a) . 6.10 For the purpose of Clause 6.9, a “Supplementary Matter” means any matter referred to in Article 23 of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 Prospectus Regulation and/or Article 18 of the Listing RulesProspectus RTS Regulation. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 The Underwriter’s From and after the Closing Date, the Administrator shall assume the obligations under set forth below in this Clause shall terminate if, before the Latest Time for Acceptance:Article IV. (1a) Provisional Allotment Letters The Administrator may issue Administered Contracts after the Closing Date (“Post-Closing Administered Contracts”) in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees name of the right applicable Company utilizing the same forms and the same offering documents in use for the Administered Contracts issued prior to accept allotment) the Closing Date, as such forms and offering documents may be amended from time to time; provided in each case that Post-Closing Administered Contracts may only be issued as required by and in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion in force Administered Contracts in effect as of the Closing Date. In addition, the Administrator may issue Post-Closing Administered Contracts in the name of the applicable Company after consultation as required to replace or remediate Administered Contracts in force prior to the Closing Date in order to comply with Applicable Law. Notwithstanding the Underwriterforegoing, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred if a Contractholder elects to convert or exchange a policy or certificate under its Administered Contract to another insurance policy or annuity contract as having been “accepted” permitted by and cognate expressions shall be construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of such Administered Contract, the Prospectus DocumentsAdministrator will cooperate with the applicable Company as reasonably necessary to effectuate such exchange or conversion, together with cheques and such other insurance policy or banker’s cashier orders annuity contract shall not be administered under this Agreement. The Companies and their respective Affiliates shall not undertake efforts designed to target any or other remittances all Contractholders to (i) convert or exchange a policy or certificate under its Administered Contract for or to another insurance policy or annuity contract that is not administered under this Agreement; or (ii) surrender or terminate its Administered Contract or to take withdrawals or loans from its Administered Contract, either in whole or in part. (b) The Administrator may recommend to the Companies amendments to the products, benefits, forms and offering documents in use for the full amount payable in connection with Administered Contracts, including recommending the relevant applications which are honoured on first orintroduction, closing, combination or substitution of investment options, including Funds, managed Separate Accounts and stable value options, and, at the discretion direction of the applicable Company, the agreement of such Company after consultation not to be unreasonably withheld, conditioned or delayed, may make such amendments, introductions, closings, combinations or substitutions on behalf of such Company. Notwithstanding the foregoing, the applicable Company shall not be required to consent to any such amendment, introduction, closing, combination or substitution if it would (i) increase the cost of such Company or its Affiliates to support the Administered Contracts, increase the cost of such Company or its Affiliates under any Managed Account Agreement, Participation Agreement, Underwriting Agreement or Material Contract, or increase the cost of such Company or its Affiliates to perform the Retained Services unless, in each case, the Administrator shall have reimbursed such Company for all reasonably documented internal costs applied consistently and all reasonably incurred out-of-pocket costs; (ii) violate the terms of any Managed Account Agreement, Participation Agreement, Underwriting Agreement or Material Contract; or (iii) otherwise violate Applicable Law or cause such Company or its Affiliates to violate any of their fiduciary duties. (c) The Administrator shall assume responsibility for (i) the provision of all applications and other Contractholder materials to agents and Persons seeking to apply for Post-Closing Administered Contracts; (ii) all underwriting necessary or appropriate with respect to such applicants; (iii) the Underwriterprocessing of underwriting-related transactions; and (iv) the issuance of Post-Closing Administered Contracts. However, subsequent presentation, is equal except with respect to or greater than the aggregate employees of the number Administrator or its Affiliates, the Administrator shall have no responsibility for the appointment of Underwritten Shares which have agents or registered representatives by or on behalf of the Companies or any of their respective Affiliates, or for the licensure or registration of such agents or registered representatives under Applicable Law or the rules of any self-regulatory organization, including but not been acceptedlimited to the Financial Industry Regulatory Authority. 6.2 If Excess Application Forms (d) The Administrator shall notify the applicable Company of all revisions to the Administered Contracts that are required by changes in Applicable Law that occur following the date of this Agreement or that are actually known by the Administrator’s Chief Compliance Officer (or equivalent position) to have been lodged required by Applicable Law in accordance with effect prior to the date of this Agreement and, at the direction of such Company, shall prepare and provide to Contractholders all such revisions to the Administered Contracts to be made by such Company. (e) To the extent (i) required by changes in Applicable Law that occur following the date of this Agreement, (ii) actually known by the Administrator’s Chief Compliance Office (or equivalent position) to be required by Applicable Law in effect prior to the date of this Agreement or (iii) required by the terms of the Prospectus DocumentsAdministered Contracts in effect immediately prior to the date of this Agreement, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with Administrator shall prepare conforming amendments to the relevant applications which are honoured on first orAdministered Contracts, at and the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company Companies shall accept take all actions necessary to execute such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentationamendments, provided only that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not such amendments have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriter in writing of the number of Untaken Shares, and no later than 4:00 p.m. on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken Shares. 6.4 The Underwriter shall (subject to this Agreement not having been terminated by the Underwriter pursuant prepared to the provisions hereof), after the receipt of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on the Settlement Date, pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the reasonable satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may beapplicable Company. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, (f) The Administrator shall be entitled (and is hereby irrevocably authorised) entitled, in its discretion, to treat this Agreement as an application by the Underwriter for the Underwritten Shares which have not been taken up on the terms exercise any right of the Prospectus Documents (so far as Companies under the same are applicable) and Administered Contracts to allot and issue the same to the Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Daterefuse additional premium payments. The Company Administrator shall deliver to notify the Underwriter (or as it may direct) documentary evidence Companies of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriterany such event. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 The Underwriter’s obligations under this Clause shall terminate if, before the Latest Time for Acceptance:, (1) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees renounces of the right to accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly)) before the Latest Time for Acceptance; or (2) all Unsubscribed Rights Shares and the number of Underwritten NQS Unsold Rights Shares applied for under Excess Application Forms which have been lodged in accordance with successfully placed by the terms of Placing Agent pursuant to the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for Placing Agreement before the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not been acceptedLatest Placing Time. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up and by the Latest Placing Time any of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares have not been placed pursuant to the Placing Agreement (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day Business Day after the Latest Time for Acceptance Placing Time, notify or procure the Registrars Registrar on behalf of the Company to notify the Underwriter in writing of the number of Untaken Shares, and no later than 4:00 p.m. on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken SharesShares by 4:00 p.m. on the Settlement Date. 6.4 6.3 The Underwriter shall (subject to this Agreement not having been terminated by the Underwriter pursuant to the provisions hereof)shall, after the receipt of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on the Settlement Date, Date pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall shall, as soon as practicable, arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it the Underwriter may reasonably require at the same time as share certificates are despatched generally to persons who have accepted the Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be. 6.5 6.4 If the Underwriter shall default in complying with its obligations under this Clause 6.46, the Company, by giving written notice to the Underwriter, Company shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter for all the Underwritten Untaken Shares which have not been taken up as referred to in Clause 6.2 on the terms of the Prospectus Documents Documents, (so far as the same are applicable) and to allot and issue the same to the Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 The Underwriter’s Underwriters obligations under this Clause shall terminate if, before the Latest Time for Acceptance: (1) : Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees renounces of the right to accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the UnderwriterUnderwriters, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”)up, the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriter Underwriters in writing of the number of Untaken SharesUnderwritten Shares not taken up, and no later than 4:00 p.m. on the third business day after the Latest Time for Acceptance the Underwriter Underwriters shall subscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken SharesUnderwritten Shares not taken up by 4:00 p.m. on the second business day after the Latest Time for Acceptance at the Allocation Ratio. 6.4 The Underwriter shall (subject Subject to this Agreement not having been terminated by the Underwriter pursuant to the provisions hereof), after the receipt of the written notification as referred to in Clause 6.3 but 6.3, each Underwriter shall, not later than 4:00 p.m. 12 noon on the next business day after the Settlement Date, Date pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the such Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this ClauseClause at the Allocation Ratio, less any amounts payable to the such Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the each Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the such Underwriter has subscribed or procured subscription in such names and in such denominations as it such Underwriter may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the such Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the such Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be, in each case, at or before the same time as share certificates are despatched generally to persons who have taken up the Rights Shares. 6.5 If the any Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, Company shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the such Underwriter for the Underwritten Shares at the Allocation Ratio which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the same to the such Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the such Underwriter for its account pursuant to Clause 8.1 shall be made by the such Underwriter on the Settlement Dateforthwith. The Company shall deliver to the such Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the such Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 5.1 The Company shall immediately after the Latest Lodging Date but in any event before the Record Date make such enquiry regarding the legal restrictions, if any, under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange in the place where the Overseas Shareholders reside. 5.2 Subject to the provisions of this Agreement, the Underwriter’s obligations under this Clause Agreement shall terminate if, before the Latest Time for Acceptance: (1) Provisional Allotment Letters in respect of , all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees of the right to accept allotment) taken up in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 5.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”)up, the Company shall as soon as practicable thereafter and in any event before 5:00 4:00 p.m. on the first next business day after following the Latest Time for Acceptance notify or procure the Registrars Registrar on behalf of the Company to notify the Underwriter in writing of the number of Untaken Unsubscribed Rights Shares, and no later than 4:00 p.m. the Company shall, pursuant to the Placing Agreement, procure the Placing Agent, on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or a best effort basis, to procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken Sharesthe Unsubscribed Rights Shares pursuant to the Unsubscribed Arrangements. 6.4 5.4 The Company shall use all reasonable endeavours to procure that the requirement under Rules 7.21(1)(b) and 7.21(2) of the Listing Rules be fulfilled, including but not limited to the entering into of the Placing Agreement. If, by the Placing End Date any of the Unsubscribed Rights Shares have not been taken up, the Company shall as soon as practicable thereafter and in any event before 4:00 p.m. on the next business day following the Placing End Date notify or procure the Registrar on behalf of the Company to notify the Underwriter shall (subject to this Agreement not having been terminated in writing of the number of Untaken Rights Shares, and the Untaken Rights Shares will be fully taken up by the Underwriter pursuant to on the provisions hereof), after the receipt terms of the notification referred Prospectus Documents. 5.5 Each of the Underwriter and the Company agrees that the aggregate Subscription Price required to in Clause 6.3 but be paid by the Underwriter under the Rights Issue and under its underwriting obligation of this Agreement will be settled by way of cash. 5.6 Subject to Clauses 5.4 and 5.5, the Underwriter shall, not later than 4:00 p.m. on the Settlement Date, pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a licensed bank in Hong Kong or such other by way as agreed between the Company and the Underwriter of bank transfer of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged Untaken Rights Shares. 5.7 As soon as reasonably practicable following receipt by the Company of payment referred to subscribe or procure subscription in accordance with this ClauseClause 5.6, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Untaken Rights Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it the Underwriter may reasonably require at the same time as share certificates are despatched dispatched generally to persons who have accepted applied for the Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter for the Underwritten Shares which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the same to the Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float for the Shares in compliance with Rule 8.08 of the Listing Rules. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.

Underwriting Obligations. 6.1 The Underwriter’s obligations under this Clause obligation of the Underwriters to purchase the Shares at the Closing Time shall terminate be several and not joint and several and shall be limited to the aggregate number of Firm Shares and to the extent the Over-allotment Option is exercised, the Optional Shares set out opposite the name of each of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; if, before however, the Latest Time for AcceptanceUnderwriters shall not have completed such arrangements within such 24-hour period, then: (1a) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees of the right to accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be construed accordingly); or (2) if the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate Defaulted Securities does not exceed 10% of the number of Underwritten Shares which have to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documentsjointly, together with cheques or banker’s cashier orders or other remittances for to purchase the full amount payable thereof in connection with the relevant applications which are honoured on first proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be obliged to accept applications for the aggregate number of the Underwritten Shares which shall not have been accepted and, (b) if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriter in writing Defaulted Securities exceeds 10% of the number of Untaken SharesShares to be purchased on such date, and no later than 4:00 p.m. this agreement shall terminate without liability on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription on the terms part of the Prospectus Documents (so far as the same are applicable) for such Untaken Shares. 6.4 The Underwriter shall (subject any non-defaulting Underwriter. No action taken pursuant to this Agreement not having been terminated by the Section 11 shall relieve any defaulting Underwriter pursuant to the provisions hereof), after the receipt from liability in respect of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on the Settlement Date, pay or procure payment its default to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1non-defaulting Underwriter. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter for the Underwritten Shares which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the same to the Underwriter and register the same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in In the event of it being called upon to subscribe for any such default which does not result in a termination of this agreement either the Underwriters or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders of the Company (within shall have the meaning of right to postpone the Listing Rules) or Closing Time for a period not exceeding seven days in order to effect any of its subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10.0% or more of the voting rights of the Company immediately upon completion of the Rights Issue; and (3) required changes in the event that there is insufficient public float of Registration Statement, the Company within Canadian Prospectus, the meaning of U.S. Prospectus or in any other documents or arrangements. As used herein, the Listing Rules immediately upon completion of the Rights Issue solely because of the term "Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such appropriate steps as may be reasonably required to maintain the minimum public float " includes any person substituted for the Shares in compliance with Rule 8.08 of the Listing Rulesan Underwriter under this Section 11. 6.7 The Underwriter confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or substantial shareholders (within the meaning of the Listing Rules) of the Company or any of its subsidiaries and their respective associates.