Common use of Placing Clause in Contracts

Placing. (A) The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on best effort basis, not less than six Placees to subscribe for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on the terms and subject to the conditions set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent or any sub-agents appointed by the Placing Agent pursuant to Clause 3(B)) to the Company arising from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder. (D) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything which the Placing Agent shall lawfully and reasonably do or have done pursuant to or in anticipation of the terms of this Agreement. (E) By no later than 4:00 pm on the second (2nd) Business Day last preceding the Completion Date, the Placing Agent shall deliver to the Company the number of Placing Shares to be subscribed by each Placee, the names and denomination (in board lots or otherwise) in which the Placing Shares are to be registered and, where relevant, the CCASS accounts to which Placing Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable endeavours to procure that no Placing Shares shall be placed with any person, firm or company which is a Connected Person.

Placing. 2.1 Upon and subject to the terms and conditions set out in this Agreement, the Placing Agent agrees, as agent of the Company, during the Placing Period to procure on a best effort basis Placees to subscribe for the Unsubscribed Shares at the Placing Price (A) but for the avoidance of doubt, shall exclude such brokerage, SFC transaction levy, and Stock Exchange trading fee as may be payable by such Placees in relation to each such Unsubscribed Share). The Placing Price shall be not less than the Subscription Price and the final price determination shall be determined by the Placing Agent at its sole discretion taking into account the demand for and the market conditions of the Unsubscribed Shares during the placement process. The Placing Agent shall inform the Company of the final price determination. The Placing Agent may carry out the Placing itself and/or, at its own expenses, through such other agents as the Placing Agent may agree with the Company. The Placing Agent shall procure that such other agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. 2.2 The Company hereby appoints the Placing Agent and as its agent to, during the Placing AgentPeriod, relying procure on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on a best effort basis, not less than six basis Placees to subscribe for the Placing Unsubscribed Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on the terms and subject to the conditions terms and condition set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any which is caused, directly or indirectly, by fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent appointed by the Placing Agent pursuant to Clause 3(B)2.1) to the Company arising directly or indirectly from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder). (D) 2.3 The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything any act which the Placing Agent shall or may lawfully and reasonably do or have done pursuant to or in anticipation of the terms and condition of this AgreementAgreement subject to the provisions contained herein. (E) By 2.4 The Company shall allot and issue the Unsubscribed Shares in accordance with the memorandum of association and bye-laws of the Company, all applicable laws of Hong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid. 2.5 Prior to the Completion and by no later than 4:00 pm 5:00 p.m. on the second (2nd) next Business Day last preceding after the Completion DatePlacing Agent has procured the Placees to subscribe for the Unsubscribed Shares (or such later date as may be agreed between the parties hereto in writing), the Placing Agent shall deliver to the Company and the number of Placing Shares to be subscribed by each PlaceeStock Exchange the names, the names addresses and denomination denominations (in board lots or otherwise) in which the Placing Unsubscribed Shares are to be registered and, where relevant, the CCASS accounts to which Placing the Unsubscribed Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and and/or any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable its best endeavours to procure that no Placing (i) the Unsubscribed Shares shall only be placed to professional persons, institutional, corporate or individual investor(s) who and whose respective ultimate beneficial owners (if applicable) are Independent Third Parties and are independent of and not acting in concert with any person, firm or company which is of the connected persons of the Company and their associates;(ii) the Placing will not have any implications under the Takeovers Code and no Shareholders will be under any obligation to make a Connected Persongeneral offer under the Takeovers Code as a result of the Placing; and (iii) the Company will continue to comply with the Public Float Requirement upon completion of the Placing and the Rights Issue.

Placing. (A) Upon and subject to the terms and condition set out in this Agreement, the Placing Agent agrees, as agent of the Company, during the Placing Period to procure on a best effort basis Placees to subscribe for the Unsubscribed Shares at the Placing Price. The Placing Agent may carry out the Placing itself and/or, at its own expenses, through such other agents. The Placing Agent shall procure that such other agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. (B) The Company hereby appoints the Placing Agent and as its agent to, during the Placing AgentPeriod, relying procure on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on a best effort basis, not less than six basis Placees to subscribe for the Placing Unsubscribed Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on the terms and subject to the conditions terms and condition set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any which is caused, directly or indirectly, by fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent appointed by the Placing Agent pursuant to Clause 3(B2(A)) to the Company arising directly or indirectly from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder). (DC) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, . authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything any act which the Placing Agent shall or may lawfully and reasonably do or have done pursuant to or in anticipation of the terms and condition of this AgreementAgreement subject to the provisions contained herein. (D) The Company shall be obliged to allot and issue such number of Unsubscribed Shares to the Placees procured by the Placing Agent in accordance with the bye-laws of the Company, all applicable laws of Hong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Settlement Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid. (E) By Prior to the Completion and by no later than 4:00 pm 12:00 p.m. on the second (2nd) next Business Day last preceding after the Completion DatePlacing Agent has procured the Placees to subscribe for the Unsubscribed Shares (or such later date as may be agreed between the parties hereto in writing), the Placing Agent shall deliver to the Company Stock Exchange the number of Placing Shares to be subscribed by each Placeenames, the names addresses and denomination denominations (in board lots or otherwise) in which the Placing Unsubscribed Shares are to be registered and, where relevant, the CCASS accounts to which Placing the Unsubscribed Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and and/or any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable its best endeavours to procure that no the Placing Shares shall only be placed to such persons or companies who/which are third parties independent of, and not connected with any personor acting in concert with (within the meaning of the Takeovers Code), firm or company which is a Connected Personthe Company, its connected persons (as defined under the Listing Rules) and their respective associates (as defined under the Listing Rules).

Placing. (A) The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms Upon and subject to the terms and conditions set out in this Agreement, agrees the Placing Agent agrees, as agent of the Company, to procure, procure on a best effort basis, basis not less than six (6) Placees to subscribe for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as Price. The Placing Agent may be payable by the Placee(s) to the SFC for carry out the Placing Shares and itself and/or through such trading fee other agents as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on Agent may agree with the terms and subject Company. The Placing Agent shall procure that such other agents shall comply with all relevant obligations to the conditions set out in this Agreement. For the avoidance of doubt, which the Placing Agent is subject under no obligation to underwrite or otherwise subscribe for any the terms of the Placing Sharesthis Agreement. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by appoints the Placing Agent ratify and approve all action legally and properly taken or as its agent to be taken by such agent(sprocure on a best effort basis not less than six (6) and/or Placees to subscribe for the Placing Agent Shares on and its delegates in connection with the Placing. Subject subject to the terms of and condition set out in this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any which is caused, directly or indirectly, by fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent appointed by the Placing Agent pursuant to Clause 3(B2(A)) to the Company arising directly or indirectly from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder). (DC) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything any act which the Placing Agent shall or may lawfully and reasonably do or have done pursuant to or in anticipation of the terms and condition of this AgreementAgreement subject to the provisions contained herein. (D) The Company shall allot and issue the Placing Shares in accordance with the memorandum of association and articles of association of the Company, all applicable laws of Hong Kong and the Cayman Island and the rules and regulations of the Stock Exchange, and the Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid. (E) By no later than 4:00 pm 5:00 p.m. on the second (2nd) two Business Day last preceding Days prior to the Completion DateDate (or such later date as may be agreed between the parties hereto in writing), the Placing Agent shall deliver to the Company the number of Placing Shares to be subscribed by each Placeenames, the names addresses and denomination denominations (in board lots or otherwise) in which the Placing Shares are to be registered and, where relevant, the CCASS accounts to which the Placing Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and and/or any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable its best endeavours to procure that no the Placing Shares shall only be placed to such persons or companies whose themselves and their respective ultimate beneficial owners (if applicable) are third parties independent of, and not connected with any personor acting in concert with, firm or company the Company, its connected persons (as defined under the GEM Listing Rules) and their respective associates (as defined under the GEM Listing Rules) of the Company in which obligation of the Company hereby acknowledges is fulfilled upon receipt by the Company of a Connected Personwritten confirmation from each Placee substantially in the form set out in the Schedule 2 hereto signed by the relevant Placees.

Placing. 2.1 Upon and subject to the terms and conditions set out in this Agreement, the Placing Agent agrees, as agent of the Company, during the Placing Period to procure on a best effort basis Placees to subscribe for the Unsubscribed Shares at the Placing Price (A) but for the avoidance of doubt, shall exclude such brokerage, SFC transaction levy, and Stock Exchange trading fee as may be payable by such Placees in relation to each such Unsubscribed Share). The Placing Price shall be not less than the Subscription Price and the final price determination shall be determined by the Placing Agent at its sole discretion taking into account the demand for and the market conditions of the Unsubscribed Shares during the placement process. The Placing Agent shall inform the Company of the final price determination. The Placing Agent may carry out the Placing itself and/or, at its own expenses, through such other agents as the Placing Agent may agree with the Company. The Placing Agent shall procure that such other agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. 2.2 The Company hereby appoints the Placing Agent and as its agent to, during the Placing AgentPeriod, relying procure on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on a best effort basis, not less than six basis Placees to subscribe for the Placing Unsubscribed Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on the terms and subject to the conditions terms and condition set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any which is caused, directly or indirectly, by fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent appointed by the Placing Agent pursuant to Clause 3(B)2.1) to the Company arising directly or indirectly from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder). (D) 2.3 The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything any act which the Placing Agent shall or may lawfully and reasonably do or have done pursuant to or in anticipation of the terms and condition of this AgreementAgreement subject to the provisions contained herein. (E) By 2.4 The Company shall allot and issue the Unsubscribed Shares in accordance with the memorandum of association and bye-laws of the Company, all applicable laws of Hong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Completion Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid. 2.5 Prior to the Completion and by no later than 4:00 pm 5:00 p.m. on the second (2nd) next Business Day last preceding after the Completion DatePlacing Agent has procured the Placees to subscribe for the Unsubscribed Shares (or such later date as may be agreed between the parties hereto in writing), the Placing Agent shall deliver to the Company the number of Placing Shares to be subscribed by each PlaceeCompany, the names Underwriter and denomination the Stock Exchange the names, addresses and denominations (in board lots or otherwise) in which the Placing Unsubscribed Shares are to be registered and, where relevant, the CCASS accounts to which Placing the Unsubscribed Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and and/or any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable its best endeavours to procure that no Placing (i) the Unsubscribed Shares shall only be placed to institutional, corporate or individual investor(s) who and whose respective ultimate beneficial owners (if applicable) are Independent Third Parties and are independent of and not acting in concert with the Underwriter and parties acting in concert with it;(ii) the Placing will not have any person, firm or company which is implications under the Takeovers Code and no Shareholders will be under any obligation to make a Connected Persongeneral offer under the Takeovers Code as a result of the Placing; and (iii) the Company will continue to comply with the Public Float Requirement upon completion of the Placing and the Rights Issue.

Placing. (A) The 2.1 Subject to the terms and condition of this Agreement, the Company hereby appoints intends to allot and issue the Placing Shares and the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, Company to procure, on best effort basis, procure not less than six (6) Placees on a best efforts basis to subscribe for the Placing Shares at the Placing Price (together with all such brokerage (if any)commission, such SFC transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares levy, and such Stock Exchange trading fee as may be payable by the Placee(s) such Placees in relation to the Stock Exchange for the each such Placing SharesShare) on the terms and subject to the conditions condition set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for Price shall exclude any of the Placing Sharesbrokerage commission, SFC transaction levy and Stock Exchange trading fee and stamp duty (if any). (B) 2.2 The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by appoints the Placing Agent ratify and approve all action legally and properly taken or as its agent to be taken by such agent(s) and/or procure the Placees on a best efforts basis to subscribe for the Placing Agent Shares on the terms and its delegates in connection with the Placing. Subject subject to the terms of condition set out in this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent agents and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage to the Company arising from any such transaction (except for any loss or damage arising out of any fraud, wilful default willful default, breach of this Agreement or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent(s) appointed by the Placing Agent pursuant to Clause 3(B2.7)) to the Company arising from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder. (D) 2.3 The Company hereby confirms that the foregoing appointment pursuant to this Agreement confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion discretions on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything which the Placing Agent shall lawfully and reasonably do or have done on its behalf in relation to the Placing pursuant to or in anticipation of the terms of this Agreement. (E) By no later than 4:00 pm on the second (2nd) Business Day last preceding the Completion Date, the Placing Agent shall deliver to the Company the number of 2.4 The Placing Shares to be subscribed by each Placee, the names and denomination (in board lots or otherwise) in which the Placing Shares are to be registered and, where relevant, the CCASS accounts to which Placing Shares are to be credited. The choice of the Placees shall be determined offered by the Placing Agent at as agent for the Company to no less than six (6) Placees who, and whose ultimate beneficial owners, are third party(ies) independent of the directors, chief executive or substantial shareholders of the Company or any of its sole discretion subject to subsidiaries or any of their respective associates (for the requirements purposes of this Clause 2.4, “chief executive”, “substantial shareholder” and “associates” shall have the meaning as defined in the GEM Listing Rules and any objection Rules) during the Stock Exchange may have period from the date of this Agreement up to any particular person or company being a Placee PROVIDED that the Long Stop Date. The Placing Agent undertakes to use all reasonable endeavours to shall procure that no Placing Shares shall be placed with any person, firm or company which is none of the Placees nor their associates will become a Connected Personsubstantial shareholder of the Company as a result of the Placing.

Placing. (A) Upon and subject to the terms and condition set out in this Agreement, the Placing Agent agrees, as agent of the Company, during the Placing Period to procure on a best effort basis Placees to subscribe for the Unsubscribed Shares at the Placing Price. The Placing Agent may carry out the Placing itself and/or, at its own expenses, through such other agents as the Placing Agent may agree with the Company. The Placing Agent shall procure that such other agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. (B) The Company hereby appoints the Placing Agent and as its sole agent to during the Placing AgentPeriod, relying procure on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on a best effort basis, not less than six basis Placees to subscribe for the Placing Unsubscribed Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) on the terms and subject to the conditions terms and condition set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any which is caused, directly or indirectly, by fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent Agent, or any sub-agents agent appointed by the Placing Agent pursuant to Clause 3(B2(A)) to the Company arising directly or indirectly from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder). (DC) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything any act which the Placing Agent shall or may lawfully and reasonably do or have done pursuant to or in anticipation of the terms and condition of this AgreementAgreement subject to the provisions contained herein. (D) The Company shall be obliged to allot and issue such number of Unsubscribed Shares to the Placees procured by the Placing Agent in accordance with the articles of association of the Company, all applicable laws of Hong Kong and the rules and regulations of the Stock Exchange, and the Unsubscribed Shares shall rank pari passu in all respects among themselves and with the Consolidated Shares in issue and be free from all liens, charges, encumbrances and third-party rights together with all rights attaching thereto as at the Settlement Date, including but not limited to the rights to receive all future dividends and other distributions thereafter declared, made or paid. (E) By Prior to the Completion and by no later than 4:00 pm 12:00 p.m. on the second (2nd) next Business Day last preceding after the Completion DatePlacing Agent has procured the Placees to subscribe for the Unsubscribed Shares (or such later date as may be agreed between the parties hereto in writing), the Placing Agent shall deliver to the Company the number of Placing Shares to be subscribed by each Placeenames, the names addresses and denomination denominations (in board lots or otherwise) in which the Placing Unsubscribed Shares are to be registered and, where relevant, the CCASS accounts to which Placing the Unsubscribed Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and and/or any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable its best endeavours to procure that no the Placing Shares shall only be placed to such persons or companies whose themselves and their respective ultimate beneficial owners (if applicable) are third parties independent of, and not connected with any personthe Company, firm its connected persons (as defined under the Listing Rules) and their respective associates (as defined under the Listing Rules) and not acting in concert with (within the meaning of the Takeovers Code) Silver Tycoon Limited, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ To or company which is a Connected Person▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ .

Placing. (A) The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on a best effort basis, not less than six Placees to subscribe for the Placing Shares at the Placing Price (together with brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing SharesShares to be borne and payable by the Placees) on the terms and subject to the conditions set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares. (B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to to, at the Placing Agent’s sole costs and expenses to expenses, appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally actions legally, properly and properly reasonably taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purposepurpose and the Placing Agent shall procure such agents and affiliates to comply with the terms of the Agreement. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, representations warranties and undertakings contained in Clause 4(A). (C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage (i) arising directly or indirectly out of any fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent or any sub-placing agents appointed by the Placing Agent pursuant to Clause 3(B); or (ii) as a result, directly or indirectly, of any non-compliance by the Placing Agent with its obligations under this Agreement) to the Company arising from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder. (D) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything which the Placing Agent shall lawfully and reasonably do or have done pursuant to or in anticipation of the terms of this Agreement. (E) By no later than 4:00 pm on the second fourth (2nd4th) Business Day last preceding the Completion Date, the Placing Agent shall deliver to the Company the number of Placing Shares to be subscribed by each Placee, the names names, addresses and denomination denominations (in board lots or otherwise) in which the Placing Shares are to be registered and, where relevant, the CCASS accounts to which Placing Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the GEM Listing Rules and any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable endeavours to procure that no Placing Shares shall be placed with any person, firm or company which is a Connected Person. (F) As soon as practicable and in any event no later than the day which is the fourth (4th) Business Day before the Completion Date, the Placing Agent shall deliver to the Stock Exchange (and/or the SFC, if requested) details of the Placee(s) procured to subscribe for the Placing Shares including, inter alia, their names and addresses and the number of Placing Shares which they have respectively agreed to subscribe, and (if requested by the Stock Exchange and/or the SFC) together with acknowledgment confirming, inter alia, that such Placees (and any of their beneficial owners) are Independent Third Parties. (G) The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Placing Shares to comply with this Clause 3.