DEPOSIT AGREEMENTDeposit Agreement • July 12th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
DEPOSIT AGREEMENT, dated as of [·], 2019, by and among (i) Wanda Sports Group Company Limited, a company incorporated in Hong Kong, with its principal executive office at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, China, and its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Wanda Sports Group Company Limited UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
The undersigned understands that Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wanda Sports Group Company Limited, a private company limited by shares incorporated in Hong Kong (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (the “ADSs”), representing Class A ordinary shares, no par value, of the Company. The Class A ordinary shares and Class B ordinary shares, no par value, of the Company are hereinafter referred to as the “Ordinary Shares”. The undersigned is a record or beneficial owner of American Depositary Shares, Ordinary Shares, or securities convertible into or exercisable or exchangeable for the American Depositary Shares or Ordinary Shares.
