Common use of Macau Clause in Contracts

Macau. The Notes have not been and will not be promoted, distributed, sold or delivered in Macau, or any document relating to the Notes be distributed or circulated in Macau, except under the terms of and in compliance with the Macau Financial System Act and any other laws in Macau that may apply to the offer and sale of the Notes in Macau. The Notes have not been and will not be registered or otherwise authorised for public offer under the Financial System Act of Macau, thus may not be offered or sold in Macau, unless such offer is made by Macau licensed entities according to the Macau Financial System Act and upon their communication to the Macau Monetary Authority, in observation of the guidelines and recommendations issued by the Macau local regulatory authority from time to time. To: MANGO FINANCIAL LIMITED 芒果金融有限公司 Units 13-15 1/F South Seas Centre 7▇ ▇▇▇▇ ▇▇▇▇ Tsim Sha Tsui Kowloon Hong Kong (the “Placing Agent”) Dear Sirs [date] PLACING AGREEMENT RELATING TO THE SUBSCRIPTION OF US$2,000,000,000 FIXED RATE NOTES DUE 2034 ISSUED BY GOLDEN FORD ASIA INVESTMENT LIMITED 金豐亞洲投資有限公司 (THE “NOTES”) Pursuant to the Placing Agreement dated _______________ (the “Agreement”) made between (1) GOLDEN FORD ASIA INVESTMENT LIMITED 金豐亞洲投資有限公司 (the “Issuer”), and (2) yourselves as the Placing Agent, we hereby confirm on behalf of the Issuer that as at today’s date: (a) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct at, and as if made on, today’s date; (b) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; and (c) after the date of the Agreement and up to and including the date hereof, no change in the condition, prospects, results of operations or general affairs of the Issuer or any member of its Group (as described in the Agreement), which is material and adverse in the context of the issue and placing of the Notes.