Common use of Condition Precedents Clause in Contracts

Condition Precedents. The acquisition agreement is conditional on all necessary approvals being obtained in relation to the transfer of the relevant equity interest and the conversion of Jingchang Xinao into Sino- foreign equity joint venture (including the approval from the relevant local foreign trade and economic co-operation departments). Approval from the relevant local foreign trade and economic co-operation department, being the last condition precedent of this acquisition agreement, was received today. Accordingly, all the conditions of this acquisition agreement have been fulfilled and there was no change to its terms. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ was owned as to 80% by XGCL, a company controlled by and indirectly owned as to 50.7% by ▇▇. ▇▇▇▇ ▇▇▇▇▇, XGCL is a connected person as defined under the GEM Listing Rules. This acquisition agreement was entered into for the purpose of the listing of the Company’s shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and constitutes a connected transaction to be completed. Further information relating to this connected transaction is set out on page 95 of the Prospectus.