Execution Version

Dated 29 March 2020

FORWARD ELITE HOLDINGS LIMITED（傑發控股有限公司）

ANTFIN (HONG KONG) HOLDING LIMITED

JCDECAUX INNOVATE LIMITED

CHINA WEALTH GROWTH FUND III L.P.

CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）

and

EVER HARMONIC GLOBAL LIMITED（永和環球有限公司）

___________________________________________________________________________

SHAREHOLDERS AGREEMENT

in respect of

CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）

___________________________________________________________________________

Table of Contents

Section Heading Page

1. Definitions ............................................................................................................... 2

2. Subscription for Shares ........................................................................................ 11

3. Corporate Governance ......................................................................................... 11

4. Protective Provisions ............................................................................................ 14

5. Pre-emptive Rights ............................................................................................... 16

6. Share Transfer Rights and Restrictions .............................................................. 17

7. Acquisition Financing ........................................................................................... 23

8. Compliance with applicable Laws, the Takeovers Code, and the Listing

Rules ...................................................................................................................... 33

9. Implementation of the Target Offers ................................................................... 33

10. Representations and Warranties.......................................................................... 34

11. Confidentiality. ..................................................................................................... 35

12. Term ...................................................................................................................... 36

13. Notices. .................................................................................................................. 37

14. Miscellaneous. ....................................................................................................... 38

1

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of

29 March 2020 by and among:

(1) FORWARD ELITE HOLDINGS LIMITED（傑發控股有限公司） (registered

number 2003358), a business company incorporated under the laws of the British

Virgin Islands with its registered address at Vistra Corporate Services Centre,

Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the

“Management SPV”);

(2) ANTFIN (HONG KONG) HOLDING LIMITED (registered number 2748932), a

company incorporated under the laws of Hong Kong with its registered address at

26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

(“Antfin”);

(3) JCDECAUX INNOVATE LIMITED (registered number 310887), a company

incorporated under the laws of Hong Kong with its registered address at 1501

Berkshire House, 25 Westlands Road, Quarry Bay, Hong Kong (“JCDI”);

(4) CHINA WEALTH GROWTH FUND III L.P., an exempted limited partnership

established under the laws of Cayman Islands, with its registered address at c/o

Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George

Town, Grand Cayman KY1-9008, Cayman Islands, acting through its general partner

JT CHINA WEALTH MANAGEMENT LIMITED, a Cayman Islands exempted

company, with its registered address at Cayman Corporate Centre, 27 Hospital Road,

George Town, Grand Cayman KY1-9008, Cayman Islands (“CWG Fund”) ;

(5) CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）(registered

number 2021676), a business company incorporated under the laws of the British

Virgin Islands with its registered address at Vistra Corporate Services Centre,

Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the

“Company”); and

(6) EVER HARMONIC GLOBAL LIMITED（永和環球有限公司） (registered

number 354255), an exempted company with limited liability incorporated under the

laws of the Cayman Islands with its registered address at Vistra (Cayman) Limited,

P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman,

KY1-1205 Cayman Islands (the “Bidco”),

(each a “Party” and collectively the “Parties”).

RECITALS

(A) Clear Media Limited (the “Target”) is an exempted company incorporated under the

laws of Bermuda with its registered address at Clarendon House, 2 Church Street,

Hamilton HM 11, Bermuda, the issued shares of which are listed on the Main Board

of the Stock Exchange (Stock Code: 100).

2

(B) As of the date of this Agreement, the Target has an authorised share capital of

HK$100,000,000 divided into 1,000,000,000 ordinary shares with a par value of

HK$0.10 each (the “Target Shares”).

(C) As of the date of this Agreement, there are 541,700,500 Target Shares in issue, and

5,283,000 outstanding options granted by the Target under a share option scheme

approved and adopted by the Target on May 13, 2009 and subsequently amended on

June 1, 2012, carrying rights to subscribe for 5,283,000 new Target Shares (the

“Target Options”).

(D) Each of Management SPV, Antfin, JCDI, and CWG Fund intends to subscribe for

certain shares in the Company such that immediately following completion of such

subscription, the Company would be held by the Management SPV as to 40%, Antfin

as to 30%, JCDI as to 23%, and CWG Fund as to 7%.

(E) Each of Management SPV, Antfin, JCDI, and CWG Fund proposes to, through Bidco,

which is a wholly-owned subsidiary of the Company, make a voluntary conditional

cash offer to acquire all of the Target Shares in issue (other than the Shares owned or

agreed to be acquired by Bidco or parties acting in concert with it) (the “Target

Share Offer”), and to cancel all outstanding Target Options in compliance with Rule

13.5 of the Takeovers Code (the “Target Option Offer”, together with the Target

Share Offer, the “Target Offers”).

(F) The consideration payable under the Target Offers shall be ultimately funded by the

Shareholders in proportion to their shareholdings as of the date hereof. For the

purposes of financing the proportion of funding attributable to the Management SPV,

(i) each Investor Shareholder shall, in the event where 100% of the Target is not

acquired under the Target Offers, provide the Initial Funding Inter-Shareholder Loan

to the Management SPV, and (ii) the Bidco has entered into the Facility Agreement to

obtain a loan facility in an amount of up to HKD 1,600,000,000 (the “Bank Facility”)

for the sole benefit of the Management SPV.

(G) The Parties desire to enter into this Agreement and make the respective

representations, warranties, covenants and agreements set forth herein on the terms

and conditions set forth herein to regulate (i) the implementation of the Target Offers,

(ii) certain corporate governance rights relating to the Company, the Bidco and the

Target Group Companies, and (iii) the ongoing respective shareholding in the

Company and the corresponding rights and obligations attached thereto.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties intending to be legally bound hereto hereby

agree as follows:

1. Definitions

1.1 The following terms shall have the meanings ascribed to them below:

“acting in concert” shall have the meaning given to it under the Takeovers Code.

3

“Affiliate” means, with respect to a Person, (a) in the case where such given Person is

not a natural person, any other Person that, directly or indirectly, through one or more

intermediaries, Controls, is Controlled by, or is under common Control with, such Person,

and (b) in the case where such given Person is a natural person, (i) an Immediate Family

Member of such given Person, or (ii) any other Person that is Controlled by such given

Person and his Immediate Family Member(s), whether individually or collectively; provided

that none of the Company, Bidco or any Target Group Company shall be considered an

“Affiliate” of any Shareholder.

“Announcement” means the announcement relating to the Target Offers, to be issued

pursuant to Rule 3.5 of the Takeovers Code, in substantially the form set out in Schedule 2,

with such amendments thereto as may be approved by the Executive and/or the Stock

Exchange and agreed between the Parties.

“Antfin Restricted Person” means any direct or indirect competitor of Antfin or its

Affiliates, and any Person which is held by such Person as to 20% or more of its issued

voting share capital.

“Bermuda” means the Islands of Bermuda.

“Bermuda Companies Act” means the Companies Act of Bermuda 1981.

“Board” or “Board of Directors” means the board of directors of the Company.

“Business Day” means a day on which the Stock Exchange is open for the transaction

of business, but other than any such day on which commercial banks in the PRC are required

or authorised by Law to be closed.

“Co-Sale Notice” means, (a) with respect to the Investor Co-Sale Right, the

Management Co-Sale Notice, (b) with respect to the JCDI Co-Sale Right, the Antfin Co-Sale

Notice, and (c) with respect to the Antfin Co-Sale Right, the JCDI Co-Sale Notice.

“Co-Sale Right” means the Investor Co-Sale Right, the JCDI Co-Sale Right, and the

Antfin Co-Sale Right.

“Co-Sale Right Holder” means, (a) with respect to the Investor Co-Sale Right, each

relevant Investor Shareholder, (b) with respect to the JCDI Co-Sale Right, JCDI, and (c) with

respect to the Antfin Co-Sale Right, Antfin.

“Composite Document” means the document containing the terms and conditions of

the Target Offers, to be dispatched to the holders of the Target Shares and the Target Options

as required by the Takeovers Code.

“Compulsory Acquisition Entitlement Period” means the period commencing from

the date of the Composite Document and ending on the date falling four months after the date

of the Composite Document (or such later date as the SFC may permit for the requisite level

of acceptances to be reached in order for the Bidco to undertake compulsory acquisition).

“Compulsory Sale” has the meaning given to it in the Initial Funding Inter-

Shareholder Loan Agreement and the Bidco Repayment Inter-Shareholder Loan Agreement.

4

“Control” of a given Person means the power or authority, whether exercised or not,

to direct the business, management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise, which power or

authority shall conclusively be presumed to exist upon possession of beneficial ownership or

power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a

meeting of the members or shareholders of such Person or power to control the composition

of a majority of the board of directors of such Person; the term “Controlled”, “Controller”

or “Controlling” has the meaning correlative to the foregoing.

“Consolidated Affiliate” means, in respect of a Person, a body corporate which is or

is required to be consolidated with such Person pursuant to accounting principles applicable

to such Person.

“dealing” shall have the meaning given to it under the Takeovers Code.

“Deed of Adherence” means the Deed of Adherence in the form set out in Schedule 4.

“Directors” means the directors of the Company from time to time.

“Disinterested Target Shares” means the Target Shares other than those which are

owned by the Bidco and parties acting in concert with it.

“Eligible Person” means such Person as reasonably determined and notified to the

Board as to such Person’s identity and eligibility by the Management SPV, and approved in

accordance with Section 4.1, from time to time, taking into account (a) the past, current or

expected contribution of such Person to the profits or business development of the Target

Group, (b) the rank and performance of such Person, and/or (c) the period of service of such

Person, which shall be (x) certain incumbent middle and senior management personnel of the

Target Group, including account director and above level personnel in the sales department,

and deputy manager and above level personnel in other departments, (y) a select few senior

management personnel of WH Holding who contributed significantly to WH Holding and the

Target Group’s business development in the past and who could continue to contribute to

WH Holding and the Target Group’s growth in the future, and (z) a select few business

partners of the Target Group which are significant to the Target Group’s business

development, including landlords, suppliers, and sales agents.

“Encumbrance” means any mortgage, claim, charge (fixed or floating), pledge, lien,

hypothecation, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-

emption, option, restriction or other encumbrance or any legal or equitable third party right or

interest including any security interest of any kind or any type of preferential arrangement (or

any like agreement or arrangement creating any of the same or having similar effect).

“Equity Securities” means, with respect to a Person, any shares, share capital,

registered capital, ownership interest, equity interest, or other securities, and any option,

warrant, or right to subscribe for, acquire or purchase any of the foregoing, or any other

security or instrument convertible into or exercisable or exchangeable for any of the

foregoing, or any equity appreciation, phantom equity, equity plans or similar rights with

respect to such Person.

“Executive” means the Executive Director of the Corporate Finance Division of the

SFC.

5

“Facility Agent” means China CITIC Bank International Limited in its capacity as

facility agent under the Facility Agreement, including its successors in title, assigns and

transferees.

“Facility Agreement” means the facility agreement dated 27 March 2020 and entered

into between, amongst others, the Facility Agent as the facility agent and the Bidco as the

borrower in respect of the Bank Facility.

“Finance Document” has the meaning given to such term in the Facility Agreement.

“Financial Advisers” means the financial advisers to the Bidco with respect to the

Target Offers.

“Financing Charges” means (a) any work fee, agency fee, upfront fee and/or

utilisation fee as set out in the Fee Letter (as defined in the Facility Agreement) and (b) any

interest expenses or related amounts payable in accordance with the Facility Agreement

(including any amount required to fund the Required DSRA Balance (as defined in the

Facility Agreement)).

“Governmental Authority” means any nation or government or any federation,

province or state or any other political subdivision thereof; any entity, authority or body

exercising executive, legislative, judicial, regulatory or administrative functions of or

pertaining to government, including any government authority, agency, department, board,

commission or instrumentality of any other country, or any political subdivision thereof, any

court, tribunal or arbitrator, and any self-regulatory organisation.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree,

writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment,

injunction or other similar determination or finding by, before or under the supervision of any

Governmental Authority.

“Group Transferee” means a Person to whom Equity Securities of the Company

have been Transferred pursuant to Section 6.1(c)(i).

“Hainan JV” means Hainan White Horse Advertising Media Investment Company

Limited (海南白马广告媒体投资有限公司), a company established under the laws of the

PRC with United Social Credit Code 91469005708854191A, whose registered address is at

Room 3C, Jinyu Ge, Haian Jincheng Hotel, 29 Heping Road (S.), Wencheng Town,

Wenchang, Hainan (海南省文昌市文城镇和平南路29号海岸金城大酒店金玉阁3C室).

“HIBOR” means the Hong Kong Interbank Offered Rate for deposits in HKD for a

12-month period.

“HKD” or “HK$” means Hong Kong dollars, the lawful currency of Hong Kong.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Immediate Family Members”, with respect to any natural Person, (a) such Person’s

spouse, parents, parents-in-law, grandparents, children, grandchildren, siblings and siblings-

in-law (in each case whether adoptive or biological), (b) spouses of such Person’s children,

grandchildren and siblings (in each case whether adoptive or biological) and (c) estates, trusts,

6

partnerships and other Persons which directly or indirectly through one or more

intermediaries are Controlled by the foregoing.

“Investor Pro Rata Basis” or “Investor’s Pro Rata Share”, with respect to an

Investor Shareholder, shall be equal to a fraction, the numerator of which shall be the

aggregate number of Shares held by such Investor Shareholder as at the relevant time, and the

denominator of which shall be the total number of Shares held by all Investor Shareholders as

at such relevant time.

“Investor Shares” means the Shares held by the Investor Shareholders.

“Investor Shareholders” means all Shareholders other than the Management

Shareholders.

“JCDI Restricted Person” means (a) any Person which, together with its

Consolidated Affiliates, operates in the field of transport advertising (including airports,

metros, buses and high speed rail) in five (5) or more cities in the PRC, two (2) of which shall

be Tier 1 Cities, with a group turnover of RMB1 billion or more in the last financial year as

shown in its audited consolidated financial statements, and (b) any Person which is held by

such Person as set out in (a) above as to twenty percent (20%) or more of its issued voting

share capital.

“Law” or “Laws” means any constitutional provision, statute or other law, rule,

regulation, official policy or interpretation of any Governmental Authority and any

Governmental Order.

“Listco Restricted Person” means (a) any Person which, together with its

Consolidated Affiliates, operates (x) in the field of outdoor advertising (including street

furniture, buses, metros and high speed rail) in five (5) or more cities in the PRC, or (y) street

furniture media business in two (2) or more cities in the PRC, (b) any Person which, together

with its Consolidated Affiliates, operates advertising agency business and which is not

Controlled by any Shareholder, and (c) any Person which is held by such Person as set out in

(a) or (b) above as to twenty percent (20%) or more of its issued voting share capital.

“Listing Rules” means the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited.

“Loan Agreement Form” means the form of Investor Shareholder Loan Agreement,

Management Shareholder Loan Agreement, Initial Funding Inter-Shareholder Loan

Agreement and Bidco Repayment Inter-Shareholder Loan Agreement set out in Schedule 5.

“Majority Lenders” means, at any relevant time, the lenders of the Inter-Shareholder

Loans whose principal amount of the Inter-Shareholder Loans owing at such time exceed

fifty percent (50%) of the aggregate principal amount of the Inter-Shareholder Loans

outstanding.

“Management Shareholder” means any Shareholder which is the Management SPV,

any Eligible Person, or any of their respective Affiliates.

7

“Memorandum and Articles” means the Memorandum of Association of the

Company and the Articles of Association of the Company, as each may be amended and/or

restated from time to time.

“Mr. Han” means Mr. Han Zi Jing, holder of Hong Kong passport number

KJ0173616.

“New Securities” means any Equity Securities newly issued by the Company, except

for (a) any Shares, or any option or warrant to acquire any Shares issued to any employees,

officers, consultants or directors of the Company pursuant to a stock option plan, stock

purchase plan, or other equity incentive plan, in each case that has been duly approved in

accordance with Section 4.1 of this Agreement; (b) Equity Securities of the Company issued

as a dividend or distribution on all Shares on a pro rata basis; and (c) Equity Securities of the

Company issued in connection with any share split, share dividend, subdivision, combination,

or similar transaction of the Company applicable to all Shares on a pro rata basis.

“Original Holder” in relation to any Group Transferee, means the Shareholder who

made the Transfer of the relevant Equity Securities of the Company to the Group Transferee

or, in the case of a series of transfers between Group Transferees, the Shareholder who made

the initial Transfer of the relevant Equity Securities of the Company to a Group Transferee.

“Person” means any individual, corporation, partnership, limited partnership,

proprietorship, association, limited liability company, firm, trust, estate or other enterprise or

entity.

“PRC” means the People’s Republic of China which, for the purposes of this

Agreement, shall exclude Taiwan, Hong Kong and the Macau Special Administrative Region

of the People’s Republic of China.

“Pro Rata Basis” or “Pro Rata Share”, with respect to a Shareholder, shall be equal

to a fraction, the numerator of which shall be the aggregate number of Shares held by such

Shareholder as at the relevant time, and the denominator of which shall be the total number of

Shares held by all Shareholders as at such relevant time.

“Restricted Person” means JCDI Restricted Persons, Listco Restricted Persons and

Antfin Restricted Persons.

“RMB” means Renminbi, the lawful currency of the PRC.

“Security Document” has the meaning given to it in the Facility Agreement.

“Secured Parties” has the meaning given to it in the Facility Agreement.

“Security Agent” means China CITIC Bank International Limited in its capacity as

security agent under the Facility Agreement, including its successors in title, assigns and

transferees.

“SFC” means the Securities and Futures Commission of Hong Kong.

“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong).

8

“Shares” means the shares in the entire issued share capital of the Company from

time to time, together with all rights attaching thereto.

“Shareholders” means the holders of the Shares, and a “Shareholder” means any

one of them.

“Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“subsidiaries” has the meaning given to it in the Listing Rules.

“Takeovers Code” means the Hong Kong Code on Takeovers and Mergers.

“Target Group” means the Target and its subsidiaries from time to time, and

“Target Group Company” means any one of them.

“Target Offer Conditions” means the conditions of the Target Offers.

“Target Offer Period” means the period commencing from the date of the

Announcement and ending on the closing date(s) of the Target Offers as may be determined

and announced by the Bidco in accordance with the Takeovers Code.

“Target Share Offer Price” means the price per Target Share at which the Target

Share Offer will be made.

“Target Option Offer Price” means the price per Target Option at which the Target

Option Offer will be made.

“Tax” means all taxes, levies, duties, imposts and any charges, deductions or

withholdings in the nature of tax including taxes on gross or net income, profits or gains and

taxes on receipts, sales, use, occupation, development, franchise, employment, value added

and personal property, together with all penalties, charges and interest relating to any of them

or to any failure to file any return required for the purposes of any of them.

“Tier 1 Cities” means Beijing, Guangzhou, Shanghai and Shenzhen of the PRC.

“Transferor” has the meaning given to it in the Deed of Adherence.

“WH Holding” means Hainan White Horse Holding Company Limited (海南白马控

股有限公司), a company established under the laws of the PRC with United Social Credit

Code 91460000754366914U whose registered office is at Room 1003, Huayu Building,

Yiheng Road, Haifu Road, Haikou City, Haikou, Hainan (Postal Code: 570000) (海口市海府

路一横路华宇大厦1003室).

1.2 Terms Defined Elsewhere in this Agreement. The following terms are

defined in this Agreement as follows.

Term

Section

“Agreement” Preamble

“Antfin Co-Sale Notice” Section 6.3(a)(ii)

“Antfin Co-Sale Right” Section 6.3(a)(iii)

“Bank Facility” Recitals

9

“Bidco” Preamble

“Bidco Repayment” Section 7.3(d)(iv)

“Bidco Repayment Inter-Shareholder Loan

Agreement”

Section 7.3(f)(i)

“Co-Sale Shareholder” Section 6.3(b)(i)

“Company” Preamble

“Compulsory Acquisition” Section 9.4

“Continuing Shareholder” Section 6.2(a)

“Cure Amount” Section 7.5(e)

“Cure Event” Section 7.5(c)

“Cure Exercise Period” Section 7.5(f)

“Cure Issuance” Section 7.5(e)

“Cure Notice” Section 7.5(e)

“Cure Subscription Shares” Section 7.5(e)

“Excess Investor Initial Funding Amount” Section 7.2(a)(ii)

“Exercising Continuing Shareholder” Section 6.2(c)

“Finance Documents Liabilities” Section 7.3(a)

“First Participation Notice” Section 5.3

“First Participation Period” Section 5.3

“HK Escrow Account” Section 7.6(e)(i)

“Indemnifying Party” Section 7.7(b)

“Initial Funding Inter-Shareholder Loan” Section 7.2(a)(iii)

“Initial Funding Inter-Shareholder Loan

Agreement”

Section 7.2(b)(ii)

“Inter-Shareholder Loans” Section 7.4(a)

“Investor Co-Sale Right” Section 6.3(a)(i)

“Investor Initial Funding” Section 7.1(a)

“Investor Shareholder Loan” Section 7.1(a)

“Investor Shareholder Loan Amount” Section 7.1(a)

“JCDI Co-Sale Notice” Section 6.3(a)(iii)

“JCDI Co-Sale Right” Section 6.3(a)(ii)

“Lock-Up Period” Section 5.1

“Losses” Section 7.7(a)

“Management Co-Sale Notice” Section 6.3(a)(i)

“Management Cure Period” Section 7.5(d)

“Management Shareholder Loan” Section 7.2(b)(iii)

“Management SPV” Preamble

“Novation” Section 7.2(b)

“ODI Applicant” Section 7.6(a)

“ODI Approval” Section 7.6(a)

“ODI Funds” Section 7.6(a)

“ODI Issuance” Section 7.6(d)

“Offer Funds” Section 7.1

“Offered Shares” Section 6.2(a)

“Outgoing Shareholder” Section 6.2(a)

“Oversubscription Participants” Section 5.4

“Permitted Transferee” Section 6.1(c)

“PRC Escrow Account” Section 7.6(b)

“Pre-emptive Rights” Section 5.2

“Proposed Transferee” Section 6.2(a)

10

“Re-allotment Notice” Section 6.2(c)

“Re-allotment Period” Section 6.2(c)

“Remaining New Securities” Section 5.4

“Required Investor Initial Funding Amount” Section 7.2(a)(i)

“ROFR Exercise Period” Section 6.2(b)(i)

“ROFR Offer Price” Section 6.2(a)

“Second Participation Notice” Section 5.4

“Subsidiary Memorandum and Articles” Section 14.2

“Target” Recitals

“Target Offers” Recitals

“Target Option Offer” Recitals

“Target Options” Recitals

“Target Share Offer” Recitals

“Target Shares” Recitals

“Third Party Sale” Section 6.2(a)

“Transfer” Section 6.1(a)

“Transfer Notice” Section 6.2(a)

1.3 Interpretations. In this Agreement, unless the context otherwise requires:

(a) each gender includes the other gender;

(b) the singular includes the plural and vice versa;

(c) references to this Agreement includes its Schedules;

(d) references to Sections and Schedules are to sections of and schedules to this

Agreement and references in a Schedule or part of a Schedule are to a paragraph of that

Schedule or that part of that Schedule;

(e) the words “include”, “includes” and “including” or similar words are deemed

to be followed by the words “without limitation”;

(f) the contents table and the descriptive headings to provisions and paragraphs in

this Agreement are included for convenience only, have no legal effect and shall be ignored

in the interpretation of this Agreement;

(g) references to legislation are to that legislation as from time to time modified,

re-enacted or consolidated whether before or after the date of this Agreement;

(h) references to this Agreement, any specified provision in this Agreement, any

other document or any specified provision in any other document are to this Agreement, that

document or the specified provision as in force for the time being and as amended, varied,

novated or supplemented from time to time in accordance with the terms of the relevant

document. Without prejudice to the foregoing, with respect to any Finance Document,

“amended” and “amendment” shall have the meaning given to them in the Facility

Agreement;

(i) references to “writing” or “written” include faxes and any other method of

reproducing words in a legible and non-transitory form; and

11

(j) references to time shall mean Hong Kong time, unless otherwise stated.

2. Subscription for Shares

2.1 Subscription. On the date hereof, the Company shall issue, and (a) the

Management SPV shall subscribe for 3,999 Shares for a subscription price of USD3,999, (b)

Antfin shall subscribe for 3,000 Shares for a subscription price of USD3,000, (c) JCDI shall

subscribe for 2,300 Shares for a subscription price of USD2,300; and (d) CWG Fund shall

subscribe for 700 Shares for a subscription price of USD700.

2.2 Investor Shareholder Loans. In connection with their subscription for Shares

in accordance with Section 2.1, each Investor Shareholder shall provide a signed shareholder

loan agreement with respect to the provision of the Investor Shareholder Loans to the

Company as contemplated under Section 7.1(a).

3. Corporate Governance

3.1 Board of Directors.

(a) From and after the date hereof, the Company shall have a Board consisting of

up to five (5) Directors, of which (i) the Management SPV shall have the right to appoint two

(2) Directors, (ii) Antfin shall have the right to appoint one (1) Director, (iii) JCDI shall have

the right to appoint one (1) Director, and (iv) CWG Fund shall have the right to appoint one

(1) Director. Each of the Shareholders shall procure and cast his votes and exercise his

powers to ensure that the Company appoints such Directors.

(b) Subject to the provisions of the Security Documents and the Security Agent’s

right to remove and/or replace any Director appointed by the Management SPV in

accordance with any Security Document, any Shareholder who has appointed a Director

pursuant to Section 3.1(a) shall be entitled, by notice in writing to the Company and each

other Shareholder, to remove or replace the Director so appointed and/or to appoint any

person as an alternate director to exercise the powers and carry out the responsibilities of that

Director at any one or more meetings of the Board.

(c) A Director shall only be removed with the consent of the Shareholder who

appointed him and a new Director in his place shall be appointed by notice in writing by such

Shareholder to the Company and the other Shareholders, provided that any Director

appointed by the Management SPV may be removed and a new Director in his place may be

appointed by the Security Agent in accordance with the relevant Security Document without

the consent of the Management SPV, and in such event, each of the Shareholders shall cast

his votes and exercise his powers to ensure that the Company promptly removes or appoints

the relevant Director.

3.2 Board Meetings.

(a) The Company shall hold no less than one (1) Board meeting during each fiscal

quarter. Upon the request of any Director, the chairman of the Board shall convene a meeting

of the Board by giving each Director written notice of the proposed meeting and time and

place thereof. Written notice of all Board meetings shall be given not less than (i) with

respect to a meeting considering and approving a Cure Issuance (or any matter reasonably

connected therewith), three (3) Business Days in advance, and (ii) with respect to a meeting

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considering and approving any other matters, ten (10) Business Days in advance (which

notice period may be shortened by the written waiver of, or actual attendance at such Board

meeting without objection by, all the Directors).

(b) A quorum for a Board meeting shall consist of at least one Director appointed

by each of Management SPV (for this purpose, a reference to a Director appointed by

Management SPV shall include any Director appointed by the Security Agent in accordance

with any Security Document), Antfin, JCDI and CWG Fund, where such Director has been

appointed. If a quorum is not present within one (1) hour of the scheduled start of the meeting

of the Board, such meeting shall adjourn and reconvene (i) with respect to a meeting

considering and approving a Cure Issuance (or any matter reasonably connected therewith),

two (2) Business Days later, and (ii) with respect to a meeting considering and approving any

other matters, five (5) Business Days later at the same place and at the same time, and the

Directors present in such reconvened meeting of the Board shall constitute a quorum. The

Directors may attend Board meetings in person or by means of telephone or video conference

or other communication device that permits all the Directors participating in the meeting to

hear and be heard by each other or any other means unanimously approved by the Directors

and permitted under applicable Laws, and participation in a meeting by any such means shall

constitute presence in person at such meeting. The Company shall promptly reimburse each

member of the Board that participates in or attends Board and/or committee meetings for all

reasonable, documented expenses incurred in connection with such participation or

attendance.

(c) The Management SPV shall have the right to appoint the chairman of the

Board, who shall not have a casting vote.

(d) Subject to Section 4.1 or unless otherwise required by applicable Laws, any

action, determination or resolution of the Board shall require the affirmative vote of a simple

majority of Directors, present at a meeting at which a valid quorum is present. Any action

which may be taken at a meeting of the Board may be taken by a written resolution of the

Board if such resolution is executed by all of the Directors.

3.3 Shareholders’ Meetings.

(a) The Company shall hold no less than one (1) general meeting during each

fiscal year. The time and place of any general meeting shall be determined by the Board.

Written notice of all general meetings shall be given not less than (i) with respect to a

meeting considering and approving a Cure Issuance (or any matter reasonably connected

therewith), three (3) Business Days in advance, and (ii) with respect to a meeting considering

and approving any other matters, fifteen (15) Business Days in advance (which notice period

may be shortened by the written waiver of, or actual attendance at such general meeting

without objection by, all the Shareholders).

(b) A quorum for a general meeting shall require a representative (in person or by

proxy) of each of Management SPV, Antfin, JCDI and CWG Fund. If a quorum is not present

within one (1) hour of the scheduled start of the general meeting, such meeting shall adjourn

and reconvene (i) with respect to a meeting considering and approving a Cure Issuance (or

any matter reasonably connected therewith), two (2) Business Days later, and (ii) with respect

to a meeting considering and approving any other matters, five (5) Business Days later, at the

same place and at the same time, and the Shareholders present in such reconvened general

meeting shall constitute a quorum. Representatives of the Shareholders (or their proxies) may

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attend a general meeting in person or by means of telephone or video conference or other

communication device that permits all representatives participating in the meeting to hear and

be heard by each other or any other means unanimously approved by the Shareholders and

permitted under applicable Laws, and participation in a meeting by any such means shall

constitute presence in person at such meeting.

(c) Subject to Section 4.1, Section 7.5(e), Section 7.6(d) or unless otherwise

required by applicable Laws, any action, determination or resolution of the Shareholders shall

require the affirmative vote of holders of two-thirds (2/3) of the Shares present at a meeting at

which a valid quorum is present. Any action which may be taken at a meeting of the

Shareholders may be taken by a written resolution of the Shareholders if such resolution is

executed by all of the Shareholders.

3.4 Board of the Bidco. The Parties shall cause the board of directors of the Bidco

to be constituted in the same manner as provided in Section 3.1 and the Parties shall take all

steps as are necessary to cause the provisions with respect to the governance of the Company

set out in Section 3.1 and Section 3.2 to apply mutatis mutandis to the governance of the

Bidco, provided that (a) the right of any Shareholder to appoint and/or replace any Director of

the Bidco shall be subject to the provisions of the Security Documents and the Security

Agent's rights to remove and/or replace any Director of the Bidco under any of the Security

Documents and (b) upon the exercise of such right by the Security Agent, the quorum

requirement set out in Section 3.2(b) shall cease to apply.

3.5 Management of the Target.

Upon the Bidco acquiring more than fifty percent (50%) of the total issued share

capital of the Target:

(a) For so long as the Target remains listed on the Stock Exchange, the Parties

shall procure that the Target shall have a board of directors consisting of eight (8) directors,

of which (i) the Management SPV shall have the right to appoint two (2) directors, (ii) Antfin

shall have the right to appoint one (1) director, (iii) JCDI shall have the right to appoint one

(1) director, (iv) CWG Fund shall have the right to appoint one (1) director and (v) three (3)

directors shall be independent non-executive directors appointed in accordance with the

Listing Rules.

(b) As soon as practicable following the date on which the Target becomes

delisted from the Stock Exchange, the Parties shall cause the board of directors of each

Target Group Company (unless the Parties agree otherwise in relation to any Target Group

Company) to be constituted in the same manner as provided in Section 3.1 and the Parties

shall take all steps as are necessary to cause the provisions with respect to the governance of

the Company to apply mutatis mutandis to the governance of each Target Group Company

(unless the Parties agree otherwise in relation to any Target Group Company), provided that

(i) the right of any Shareholder to appoint and/or replace any Director of any Target Group

Company shall be subject to the provisions of the Security Documents and the Security

Agent's rights to remove and/or replace any Director of such Target Group Company under

any of the Security Documents and (ii) upon the exercise of such right by the Security Agent,

the quorum requirement set out in Section 3.2(b) shall cease to apply.

(c) Antfin shall have the right to nominate the Chief Technology Officer of the

Target and JCDI shall have the right to nominate the Operation Director of the Target and the

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Head of Digital Hardware Development of the Target, the appointment of each of which shall

be made effective upon approval by the Chief Executive Officer of the Target. If the

appointment of each of such roles has been disapproved for more than two (2) times, such

appointment shall be made effective upon approval by the board of directors of the Target.

The Chief Financial Officer of the Target shall be hired externally and appointed by the board

of directors of the Target. The Operation Director shall have the responsibilities set out in

Part A of Schedule 3 and shall report to the Chief Operating Officer of the Target. The Head

of Digital Hardware Development shall have the responsibilities set out in Part B of Schedule

3 and shall report to the Project Director of the Target, who shall report to the Chief

Operating Officer of the Target.

3.6 Management SPV’s instructions. The Management SPV confirms and each

other Party acknowledges that:

(a) subject to paragraph (b) below, Mr. Han shall be the sole representative of the

Management SPV to act on its behalf, and all rights of the Management SPV under this

Agreement shall be exercised by Mr. Han on behalf of the Management SPV; and

(b) the right of the Management SPV under this Section 3 may be exercised by the

Security Agent or any receiver appointed by the Security Agent under the Security

Documents after the Encumbrance created or expressed to be created under the Security

Documents become enforceable.

4. Protective Provisions

4.1 Protective Provisions. In addition to the requirements under Section 3.2(d)

and Section 3.3(c) and any other rights provided by Law and/or the Memorandum and

Articles and the Subsidiary Memorandum and Articles, and subject to the provisos below in

this Section 4.1, each of the Company and the Bidco shall not, and each Shareholder shall

cause the Company, the Bidco and the Target Group Companies not to, take any of the

actions, or permit to occur, approve, authorise, agree or undertake to do any of such actions

set out in this Section 4.1 without obtaining the prior written consent of each of Management

SPV, Antfin, JCDI and CWG Fund. For the purposes of this Section 4.1, the consent of each

of Management SPV, Antfin, JCDI and CWG Fund shall be deemed to have been given if the

written consent of all Director(s) appointed by it has been obtained:

(a) any change in the authorised share capital or registered capital of the Company,

the Bidco or any Target Group Company, the issuance of any share capital or registered

capital of the Company, the Bidco or any Target Group Company, or the creation or grant of

any option, warrant, right or other interest to subscribe for or acquire any share or other

securities or any share capital, of the Company, the Bidco or any Target Group Company (in

each case other than any such action taken in connection with the sale or issue of any New

Securities pursuant to a Cure Issuance or an ODI Issuance);

(b) any reorganisation, redemption or buy-back of, or any change in any of the

rights attaching to, the shares, or other securities of the Company, the Bidco or any Target

Group Company, or any amalgamation, merger, demerger or other corporate reconstruction

of the Company, the Bidco or any Target Group Company, however effected;

(c) any amendment to the Memorandum and Articles, or the memorandum of

association and articles of association of the Bidco or any Target Group Company, unless

15

such amendment is made pursuant to a Finance Document to remove any restriction or

inhabitation on any transfer of the shares of the Bidco or any Target Group Company on

creation or enforcement of the Encumbrance created or purported to be created under the

relevant Security Documents;

(d) any change of scope of the business of the Company, the Bidco or any Target

Group Company;

(e) any sale, mortgage, pledge, lease, transfer or other disposition of any shares or

other securities of the Bidco, the Target, or any other intermediate holding company which is

a direct or indirect subsidiary of the Bidco and a direct or indirect holding company of the

Target, except as contemplated under Section 9.5 or to the extent required under or made

pursuant to any Security Document (and other than, for the avoidance of doubt, the entry into

the Security Documents prior to the date of this Agreement);

(f) amendment, modification or variation of any terms and conditions of the

Target Offers as set out in the Announcement, including without limitation the Target Share

Offer Price, the Target Option Offer Price, the Target Offer Period and the Target Offer

Conditions;

(g) waiver (whether in whole or in part) of any Target Offer Condition;

(h) appointment or termination of any Financial Adviser;

(i) approval of the contents of the Announcement, any other announcements, the

Composite Document or circulars to be issued by a Party in connection with the Target

Offers pursuant to the Takeovers Code and/or the Listing Rules, including any references to

and description of the Parties or their Affiliates that are contained in such documents;

(j) declaration or payment of any dividends or other distributions by the

Company, the Bidco or any Target Group Company (other than to any other wholly-owned

Target Group Company or to the Bidco);

(k) except in accordance with Section 9.6 or pursuant to any Security Document,

the liquidation, dissolution or winding up of the Company, the Bidco or any Target Group

Company, or the appointment of a receiver, manager or judicial manager or like officer by

the Company, the Bidco or any Target Group Company;

(l) the entering into or variation of any transaction, agreement or arrangement by

the Company, Bidco or any Target Group Company with the Management SPV, any director,

officer or key employee of any Target Group Company, or any such person’s Affiliates; and

(m) approval of any proposed Eligible Person, and approval of or amendment to

any stock option plan, stock purchase plan, or other equity incentive plan of the Company,

Bidco or any Target Group Company (including any increase in the maximum number of

Equity Securities issuable pursuant thereto),

provided that in respect of actions of the Target Group Companies:

(i) this Section 4.1 shall apply only upon the Bidco acquiring more than

fifty percent (50%) of the total issued share capital of the Target; and

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(ii) until the date on which the Target becomes delisted from the Stock

Exchange, the application of this Section 4.1 shall be subject to compliance with the Listing

Rules and this Section 4.1 shall not be an absolute prohibition of such actions but shall

require the Company, Bidco and the Shareholders not to vote in favor of any such action and,

in so far as they are able to do so through the exercise of their rights, to procure that no such

action is taken without obtaining the prior written consent of each of Management SPV,

Antfin, JCDI and CWG Fund;

provided further that nothing in this Section 4.1 shall restrict or be construed to

restrict the taking of any action by the Security Agent or any receiver appointed by the

Security Agent pursuant to the Security Documents.

4.2 Application to Target Group Companies. As soon as practicable following

the date on which the Target becomes delisted from the Stock Exchange, the Parties shall,

subject to the Secured Parties’ rights under any of the Finance Documents, take all steps as

are necessary to incorporate any applicable provisions of Section 4.1 into the articles of

association of each Target Group Company.

5. Pre-emptive Rights

5.1 Prohibition on issuance of Equity Securities during the Target Offers. From the date hereof until (a) the expiry of the Target Offer Period, unless the Company has

exercised its right of Compulsory Acquisition on or prior to such date, in which case (b) the

completion of the Compulsory Acquisition (the “Lock-Up Period”), the Company shall not,

and each of the Shareholders shall procure the Company not to, issue any Equity Securities.

5.2 Pre-emptive Rights. Following the expiry of the Lock-Up Period, the

Company may, subject to Section 4.1, from time to time propose to sell or issue any New

Securities, and the Company hereby grants each Shareholder a right to purchase up to its Pro

Rata Share of such New Securities on the terms and conditions set out in this Section 5 (the

“Pre-emptive Rights”), provided that this Section 5 shall not apply in respect of the sale or

issue of any New Securities pursuant to a Cure Issuance or an ODI Issuance.

5.3 First Participation Notice. In the event the Company proposes to undertake

an issuance of New Securities (other than the sale or issue of any New Securities pursuant to

a Cure Issuance or an ODI Issuance), it shall give each Shareholder a written notice (a “First

Participation Notice”) of such intention, describing (a) the type of New Securities, (b) the

identity of the prospective subscriber, and (c) the price and the general terms upon which the

Company proposes to issue the same. Each of the Shareholders shall have the right to, within

fifteen (15) Business Days after the receipt of the First Participation Notice (the “First

Participation Period”), elect to purchase up to such Shareholder’s respective Pro Rata Share

of such New Securities (as determined in Section 5.2 above) for the price and upon the terms

specified in the notice by giving written notice to the Company and stating therein the

quantity of New Securities to be purchased.

5.4 Second Participation Notice; Oversubscription. If any Shareholder fails to

exercise its Pre-emptive Rights in full in accordance with Section 5.3, the Company shall

promptly, and in any event within five (5) Business Days after the expiration of the First

Participation Period, give each Shareholder who has exercised its Pre-emptive Rights in full

in accordance with Section 5.3 (the “Oversubscription Participants”) a written notice (a

“Second Participation Notice”) specifying the aggregate number of unsubscribed New

17

Securities that remain eligible for subscription by all Oversubscription Participants (the

“Remaining New Securities”). Each Oversubscription Participant shall have the right (the

“Oversubscription Rights”) to, within five (5) Business Days following the date of the

Second Participation Notice (the “Second Participation Period”), notify the Company of its

desire to subscribe for all or part of the Remaining New Securities by stating the number of

Remaining New Securities it proposes to subscribe for (the “Additional New Securities”). If

there is more than one Oversubscription Participant and they, in aggregate, propose to

subscribe for more than 100% of the Remaining New Securities, then the Remaining New

Securities shall be allocated among the Oversubscription Participants on a pro rata basis

according to their then shareholding percentage in the Company.

5.5 Consummation of issuance of New Securities.

(a) In the event that any Shareholder(s) has exercised any part of its Pre-emptive

Rights and if applicable, Oversubscription Rights in accordance with Section 5, the issuance

of New Securities to such Shareholder(s) shall be consummated within ninety (90) days

following the expiration of (i) the Second Participation Period, unless no Shareholder has

exercised its Pre-emptive Rights in full within the First Participation Period or all

Shareholders have exercised their respective Pre-emptive Rights in full within the First

Participation Period, in which case (ii) the First Participation Period.

(b) If any Shareholder(s) has not exercised its Pre-emptive Rights or

Oversubscription Rights in full, the Company shall have the right to, for a period of ninety

(90) days following the expiration of (i) the Second Participation Period, unless no

Shareholder has exercised its Pre-emptive Rights in full during the First Participation Period,

in which case (ii) the First Participation Period, issue any New Securities with respect to

which the Shareholders’ Pre-emptive Rights or Oversubscription Rights under this Section 5

were not exercised, to the purchasers identified in the First Participation Notice and at a price

and upon terms not more favorable to the purchasers thereof than specified in the First

Participation Notice. Such sale will only be valid and the Company shall only make such sale

if such purchasers have agreed in writing to be bound by the terms and conditions of this

Agreement pursuant to a Deed of Adherence in the form attached hereto as Schedule 4 in the

capacity of a holder of the relevant Equity Securities and an Investor Shareholder. In the

event the Company has not sold such New Securities within such ninety (90) day period, the

Company shall not thereafter issue or sell any New Securities, without first again offering

such securities to the Shareholders in the manner provided in this Section 5.

6. Share Transfer Rights and Restrictions

6.1 General Restrictions.

(a) Transfers during the Lock-Up Period. During the Lock-Up Period, no

Shareholder shall, unless the prior written consent of all other Shareholders is obtained,

directly or indirectly sell, assign, transfer, pledge, hypothecate, or otherwise encumber or

dispose of in any way (“Transfer”) any part of any interest in any Equity Securities of the

Company, provided that this Section 6.1(a) shall not apply to any Transfer required by or

made pursuant to any Security Document.

(b) Transfers following the Lock-Up Period. Following the expiry of the Lock-

Up Period, no Shareholder shall Transfer any part of any interest in any Equity Securities of

the Company unless:

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(i) in the event that such Transfer would result in any Shareholder(s) (or

any of its Affiliates) being required under the Takeovers Code to make a general offer to the

shareholders of the Target, the prior written consent of such Shareholder(s) has been obtained

in accordance with Section 8.2;

(ii) in the event that such Transfer would result in any default by the

Bidco under the Facility Agreement (including without limitation any restrictions on “change

of control”, as such term may be defined under the Facility Agreement) or otherwise result in

any acceleration of repayment of the Bank Facility, the prior written consent of all

Shareholders has been obtained;

(iii) in the event that the proposed transferee is a Restricted Person, then

(A) in the case of a Antfin Restricted Person, the prior written consent of Antfin has been

obtained, (B) in the case of a JCDI Restricted Person, the prior written consent of JCDI has

been obtained, and (C) in the case of a Listco Restricted Person, the prior written consent of

all Shareholders has been obtained, provided that no such consent is required if the Transfer

is made pursuant to any Security Document;

(iv) in the event that the Shareholder proposing the relevant Transfer is

the Management SPV:

(A) the Management SPV and its Affiliates shall remain the single

largest shareholder of the Company and their shareholding shall collectively constitute no

less than thirty percent (30%) of all the issued and outstanding share capital of the Company

immediately following completion of such Transfer, and

(B) for so long as any Finance Documents Liabilities or any

repayment obligations under any Inter-Shareholder Loan remain outstanding, the prior

written consent of each of Antfin and JCDI has been obtained unless (x) such Transfer is

made on a bona fide basis and the full amount of the proceeds of such Transfer shall be

applied to satisfy any Finance Documents Liabilities or any repayment obligations under any

Inter-Shareholder Loan or (y) such Transfer is made to a Permitted Transferee;

unless such Transfer is required by or made pursuant to any Security

Document or pursuant to a Compulsory Sale, in which case the provisions of this Section

6.1(b)(iv) shall not apply; and

(v) the provisions of Section 6.2 and (if applicable) Section 6.3 have been

complied with, or those provisions do not apply to the Transfer in accordance with Section

6.1(c).

(c) Permitted Transfers. At any time following the expiry of the Lock-Up Period

and subject to compliance with the provisions of Section 8, the consent required under

Section 6.1(b)(iv)(B) and the provisions of Sections 6.2 and 6.3 shall not apply to:

(i) any Transfer of any Equity Securities of the Company by any

Shareholder to any of its Affiliates or any of its Consolidated Affiliates, provided that if at

any time following such Transfer, such transferee of the Equity Securities ceases to be an

Affiliate or a Consolidated Affiliate of such Shareholder, such transferee shall immediately

Transfer such Equity Securities back to the transferring Shareholder;

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(ii) any Transfer of any Equity Securities of (A) the Management SPV by

Mr. Han or (B) the Company by Management SPV, to any Eligible Person or any of its

Affiliates provided that, in the case of (A), Mr. Han shall remain the Controller of the

Management SPV immediately following completion of such Transfer and, for the avoidance

doubt, in the case of (B), the requirements set out in Section 6.1(b)(iv)(A) shall have been

complied with;

(iii) any Transfer of Equity Securities of the Company pursuant to the

Compulsory Sale; and

(iv) any Transfer required by or made pursuant to any Security Document,

provided that any Transfer of Equity Securities of the Company held by the Management

SPV shall continue to be subject to Section 6.2,

(each such transferee a “Permitted Transferee”).

For the avoidance of doubt, where any Permitted Transferee is a Restricted Person, the

respective consent as required under Section 6.1(b)(iii) (and subject to the same proviso

therein) shall continue to be required in accordance therewith.

(d) Prohibited Transfers Void. Any Transfer of Equity Securities of the

Company by a Shareholder not made in compliance with this Agreement shall be null and

void as against the Company, shall not be recorded on the books of the Company and shall

not be recognised by the Company.

(e) No Indirect Transfers. Each of the Shareholders agrees that any Transfer,

sale or issuance of any Equity Securities of such Shareholder, its direct or indirect holder of

Equity Securities, or any interest therein shall be deemed to be an indirect Transfer of Equity

Securities of the Company and therefore is subject to all of the terms, conditions and

restrictions applicable to Transfers set forth in this Agreement. Furthermore, the Shareholders

shall not make, cause or permit any Transfer, sale or issuance of any Equity Securities of

such Shareholder or any interest therein without first complying with all of the terms,

conditions and restrictions applicable to a Transfer of Equity Securities of the Company

pursuant to this Agreement, and any purported Transfer, sale or issuance of any Equity

Securities of such Shareholder or any interest therein in contravention of this Agreement shall

be void and ineffective for any and all purposes and shall not confer on any transferee or

purported transferee any rights whatsoever, and no Shareholder shall recognise any such

Transfer, sale or issuance. Notwithstanding the foregoing, but subject always to compliance

with the provisions of Section 7.5(a), Section 7.5(b) and Section 8, issuances or transfers of

Equity Securities of (i) in the case of Antfin, ANT SMALL AND MICRO FINANCIAL

SERVICES GROUP CO., LTD. (浙江蚂蚁小微金融服务集团股份有限公司), (ii) in the

case of JCDI, JCDECAUX S.A., and (iii) in the case of CWG Fund, JIC Capital Management

(Tianjin) Limited (中建投资本管理（天津）有限公司), and in each case their respective

direct or indirect holding companies and/or shareholders, shall not be deemed to be an

indirect Transfer of Equity Securities of the Company hereunder. For the avoidance of doubt,

this Section 6.1(e) shall not apply to any Transfer made pursuant to any of the Security

Documents.

(f) Deed of Adherence and compliance with Law. Notwithstanding any other

provisions of this Agreement, no Transfer may be made pursuant to this Section 6 unless (i)

the transferee has agreed in writing to be bound by the terms and conditions of this

20

Agreement pursuant to a Deed of Adherence in the capacity of (A) where such transferee is a

Group Transferee, the Original Holder (and where immediately following completion of such

Transfer, the Original Holder shall remain a Shareholder, or there is more than one Group

Transferee of an Original Holder, then the Original Holder and all of its Group Transferees,

or all the relevant Group Transferees (as the case may be), shall assume the rights and

obligations of the Original Holder jointly and severally), (B) where the Transferor is a

Management Shareholder and such transferee is an Eligible Person or its Affiliate, a

Shareholder but not an Investor Shareholder, (C) in all other cases, an Investor Shareholder,

(ii) in the case of a Transfer by the Management SPV or any of its Affiliates or Consolidated

Affiliates to any of its Affiliates or Consolidated Affiliates, such transferee has agreed in

writing to be bound by the terms and conditions of the Initial Funding Inter-Shareholder Loan

Agreement(s) and Bidco Repayment Inter-Shareholder Loan Agreement(s) as the borrower,

in accordance with the terms therein, (iii) the Transfer complies in all respects with other

applicable provisions of this Agreement, and (iv) the Transfer complies in all respects with

applicable Laws, provided that the requirement of the foregoing paragraphs (i), (ii) and (iii)

shall not apply with respect to a Transfer required by or made pursuant to any Security

Document. If requested by the Company in its reasonable discretion, an opinion of counsel to

a transferring Shareholder shall be supplied to the Company, at such transferring

Shareholder’s expense, to the effect that the Transfer complies with all applicable Laws.

6.2 Rights of First Refusal.

(a) Transfer Notice. Subject to other provisions hereunder, if any Shareholder

(the “Outgoing Shareholder”) proposes to Transfer any of its Equity Securities to any

Person other than a Permitted Transferee (a “Proposed Transferee”) (a “Third Party Sale”),

then the Outgoing Shareholder shall issue a written notice (the “Transfer Notice”) to the

Company and each other Shareholder (each a “Continuing Shareholder”) prior to the

consummation of such Transfer. The Transfer Notice shall describe in reasonable detail the

proposed Third Party Sale, including without limitation, (i) the name and address of the

Proposed Transferee, (ii) the number of Shares proposed to be Transferred to the Proposed

Transferee (the “Offered Shares”), (iii) the proposed cash price per Share to be paid by the

Proposed Transferee for such Offered Shares (the “ROFR Offer Price”), and (iv) any other

material terms of the Third Party Sale. The Transfer Notice shall also be accompanied with

copies of any written proposal, term sheet or letter of intent or other agreement relating to the

proposed Third Party Sale. The issuance of a Transfer Notice shall constitute an offer by the

Outgoing Shareholder to Transfer to the Continuing Shareholders all or part of the Offered

Shares for a cash price equal to the ROFR Offer Price (on a pro rata basis based on the

number of Offered Shares to be Transferred) and on such other terms and conditions as set

out in the Transfer Notice.

(b) Transfer by Shareholders.

(i) Each Continuing Shareholder shall have the right to, within ten (10)

Business Days following receipt of the Transfer Notice (the “ROFR Exercise Period”), elect

to purchase all or any portion of its respective pro rata share of the Offered Shares set out in

the Transfer Notice at the same price and subject to the same material terms and conditions as

described in the Transfer Notice, by notifying the Outgoing Shareholder and the Company in

writing before expiration of the ROFR Exercise Period as to the number of such Offered

Shares that it wishes to purchase.

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(ii) For the purposes of Section 6.2(b)(i), each Continuing Shareholder’s

“pro rata share” of the Offered Shares shall be equal to (A) the total number of Offered

Shares, multiplied by (B) a fraction, the numerator of which shall be the aggregate number of

Shares held by such Continuing Shareholder on the date of the Transfer Notice and the

denominator of which shall be the total number of Shares held by all Continuing

Shareholders on such date.

(c) Re-allotment. If any Continuing Shareholder fails to exercise its right to

purchase its full pro rata share of the Offered Shares pursuant to Section 6.2(b)(i), the

Outgoing Shareholder shall deliver a written notice thereof (the “Re-allotment Notice”),

within five (5) Business Days after the expiration of the ROFR Exercise Period, to each

Continuing Shareholder that elected to purchase its entire pro rata share of the Offered Shares

pursuant to Section 6.2(b)(i) (an “Exercising Continuing Shareholder”). The Exercising

Continuing Shareholders shall have a right of re-allotment, and may exercise an additional

right to purchase such unpurchased Offered Shares (the “Remaining Offered Shares”) by

notifying the Outgoing Shareholder in writing within ten (10) Business Days after receipt of

the Re-allotment Notice (the “Re-allotment Period”). If there is more than one Exercising

Continuing Shareholder and they, in aggregate, propose to purchase more than 100% of the

Remaining Offered Shares, then the Remaining Offered Shares shall be allocated among the

Exercising Continuing Shareholders on a pro rata basis according to their then shareholding

percentage in the Company.

(d) Procedure. If any Continuing Shareholder gives the Outgoing Shareholder

notice that it desires to purchase the Offered Shares, then payment for the Offered Shares to

be purchased shall be made by wire transfer in immediately available funds of the appropriate

currency, against delivery of such Offered Shares to be purchased, at a place agreed to by the

Outgoing Shareholder and all the participating Shareholders and at the time of the scheduled

closing therefor, no later than ninety (90) days after the Company’s receipt of the Transfer

Notice. The Outgoing Shareholder shall not terminate or withdraw any Transfer Notice after

any Continuing Shareholder has notified the Outgoing Shareholder of its wish to purchase the

Offered Shares in accordance with Section 6.2.

6.3 Right of Co-Sale.

(a) Co-Sale Right

(i) With respect to a Transfer of Equity Securities of the Company made

by the Management SPV at any time following the full and final settlement of the Finance

Documents Liabilities and any repayment obligations under any Inter-Shareholder Loan, to

the extent the Investor Shareholders do not exercise their respective rights of first refusal as

to all the Offered Shares proposed to be sold by the Management SPV to the transferee

identified in the Transfer Notice, the Management SPV shall promptly give a written notice

(the “Management Co-Sale Notice”) thereof to each other Investor Shareholder not

exercising its right of first refusal pursuant to Section 6.2 (specifying in such Management

Co-Sale Notice the number of the remaining Offered Shares as well as the number of Shares

that such Investor Shareholder may participate in the Third Party Sale), and such Shareholder

shall have the right to participate in such Third Party Sale in respect of the remaining Offered

Shares not purchased pursuant to Section 6.2, at the same price and subject to the same

material terms and conditions as described in the Transfer Notice (the “Investor Co-Sale

Right”).

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(ii) With respect to a Transfer of Equity Securities of the Company made

by Antfin at any time following the expiry of the Lock-Up Period, to the extent that (A) the

other Shareholders do not exercise their respective rights of first refusal as to all the Offered

Shares proposed to be sold by Antfin to the transferee identified in the Transfer Notice and (B)

JCDI has not exercised its right of first refusal pursuant to Section 6.2, Antfin shall promptly

give a written notice (the “Antfin Co-Sale Notice”) thereof to JCDI (specifying in such

Antfin Co-Sale Notice the number of the remaining Offered Shares which JCDI may

participate in the Third Party Sale), and JCDI shall have the right to participate in such Third

Party Sale in respect of the remaining Offered Shares not purchased pursuant to Section 6.2,

at the same price and subject to the same material terms and conditions as described in the

Transfer Notice (the “JCDI Co-Sale Right”).

(iii) With respect to a Transfer of Equity Securities of the Company made

by JCDI at any time following the expiry of the Lock-Up Period, to the extent that (A) the

other Shareholders do not exercise their respective rights of first refusal as to all the Offered

Shares proposed to be sold by JCDI to the transferee identified in the Transfer Notice and (B)

Antfin has not exercised its right of first refusal pursuant to Section 6.2, JCDI shall promptly

give a written notice (the “JCDI Co-Sale Notice”) thereof to Antfin (specifying in such JCDI

Co-Sale Notice the number of the remaining Offered Shares which Antfin may participate in

the Third Party Sale), and Antfin shall have the right to participate in such Third Party Sale in

respect of the remaining Offered Shares not purchased pursuant to Section 6.2, at the same

price and subject to the same material terms and conditions as described in the Transfer

Notice (the “Antfin Co-Sale Right”).

(b) Exercise of Co-Sale Right

(i) To exercise its Co-Sale Right, the Co-Sale Right Holder may notify

Management SPV, Antfin or JCDI (as the case may be) (the “Selling Shareholder”) in

writing within ten (10) Business Days following the date of the Co-Sale Notice (each such

electing Co-Sale Right Holder, a “Co-Sale Shareholder”). Such Co-Sale Shareholder’s

notice to the Selling Shareholder shall indicate the number of Shares the Co-Sale Shareholder

wishes to sell under its Co-Sale Right. To the extent one or more Co-Sale Right Holders

exercise such Co-Sale Right in accordance with this Section 6.3, the number of Offered

Shares that the Selling Shareholder may sell in the Third Party Sale to the Proposed

Transferee shall be correspondingly reduced.

(ii) The total number of Shares that each Co-Sale Shareholder may elect

to sell shall be up to the product of (i) the aggregate number of the remaining Offered Shares

proposed to be Transferred to the Proposed Transferee after giving effect to the exercise of all

rights of first refusal pursuant to Section 6.2, and (ii) a fraction, the numerator of which is the

number of Shares held by such Co-Sale Shareholder on the date of the Transfer Notice and

the denominator of which is the total number of Shares held by the Selling Shareholder and

all Co-Sale Shareholders on the date of the Transfer Notice.

(iii) Each Co-Sale Shareholder shall effect its participation in the Third

Party Sale by promptly delivering to the Selling Shareholder, before the applicable closing, a

signed instrument of transfer in respect of the Transfer of the number of Shares which such

Co-Sale Shareholder elects to sell to the Proposed Transferee, one or more certificates which

represent the number of Shares which such Co-Sale Shareholder elects to sell for surrender

and cancellation, and any other documents reasonably required to consummate the Third

Party Sale.

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(iv) The share certificate or certificates that a Co-Sale Shareholder

delivers to the Selling Shareholder pursuant to Section 6.3(b)(iii) shall be delivered by the

Selling Shareholder to the Company for surrender and cancellation and the Selling

Shareholder shall deliver to the Proposed Transferee any required transfer instruments, board

resolutions of the Company or other documentation in consummation of the sale of the

Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling

Shareholder shall concurrently therewith remit to such Co-Sale Shareholder that portion of

the sale proceeds to which the Co-Sale Shareholder is entitled by reason of its participation in

such Third Party Sale. The Company shall update its register of members to effect the

consummation of any such Transfer and, if applicable, arrange to prepare new share

certificates or certificates for the transferee with respect to such Shares.

(v) To the extent that any Proposed Transferee prohibits the participation

by a Co-Sale Shareholder exercising its Co-Sale Right hereunder in a proposed Transfer or

otherwise refuses to purchase Shares from a Co-Sale Shareholder exercising its Co-Sale

Right hereunder, the Selling Shareholder shall not sell to such Proposed Transferee any

Equity Securities unless and until, simultaneously with such sale, the Selling Shareholder

shall purchase from such Co-Sale Shareholder such Equity Securities that such Co-Sale

Shareholder would otherwise be entitled to sell to the Proposed Transferee pursuant to its Co-

Sale Right for the same consideration and on the same terms and conditions as the Third

Party Sale described in the Transfer Notice.

6.4 Non-Exercise of Rights.

(a) To the extent that the Shareholders have not exercised their rights in full to

purchase all Offered Shares within the time periods specified in Section 6.2, then subject to

the Co-Sale Right of the Co-Sale Right Holders pursuant to Section 6.3, if applicable, the

Outgoing Shareholder shall have a period of ninety (90) days from the expiration of such

rights specified in Section 6.2 in which to sell the remaining Offered Shares that have not

been taken up under Section 6.2 and after further deducting the number of Shares elected to

be sold by the Co-Sale Shareholders pursuant to Section 6.3, to the Third Party Purchaser

identified in the Transfer Notice upon terms and conditions (including the purchase price) no

more favorable to the Third Party Purchaser than those specified in the Transfer Notice, so

long as any such sale is effected in accordance with any applicable securities Laws.

(b) In the event the Outgoing Shareholder does not consummate the sale or

disposition of any Offered Shares within the ninety (90) day period specified in Section

6.4(a), the rights of the Shareholders under Section 6.2 and Section 6.3 shall be re-invoked

and shall be applicable to any subsequent disposition of such Offered Shares by the Outgoing

Shareholder until such rights lapse in accordance with the terms of this Agreement.

(c) The exercise or non-exercise of the rights of the Shareholders under Section

6.2 and Section 6.3 to purchase Equity Securities of the Company from an Outgoing

Shareholder shall not adversely affect their rights to make subsequent purchases from any

Outgoing Shareholder.

7. Acquisition Financing

7.1 Sources of Offer Funding. The Parties acknowledge that actual funding

requirements for the Target Offers (including the relevant transaction costs, fees, expenses

24

and stamp duty payable in connection with the Target Offers but excluding any Financing

Charges) (the “Offer Funds”) will be satisfied in the following order of priority:

(a) firstly, an aggregate of up to 60% of the Offer Funds, being

HKD2,349,874,352.05 (the “Investor Initial Funding”) shall be funded by the Investor

Shareholders on an Investor Pro Rata Basis (as at the date hereof) by way of respective

shareholder loans (each in the Loan Agreement Form) from each of the Investor Shareholders

(in its respective capacity as lender) (each an “Investor Shareholder Loan”) to the

Company (in its capacity as borrower), with each such Investor Shareholder Loan being in an

amount of its respective Investor’s Pro Rata Share of the aggregate amount of such Investor

Initial Funding (the amount of each outstanding Investor Shareholder Loan at any given time,

an “Investor Shareholder Loan Amount”); and

(b) secondly and after the Investor Initial Funding has been fully utilised, the

balance of the Offer Funds shall be funded by the Bank Facility.

7.2 Initial Funding Inter-shareholders arrangements.

(a) The Parties hereby acknowledge that:

(i) upon final determination of the amount of Offer Funds utilised upon

expiry of the Target Offer Period or if later, upon completion of the Compulsory Acquisition,

the exact amount of each Investor Shareholder’s Pro Rata Share (as at the date hereof) of the

Offer Funds (each a “Required Investor Initial Funding Amount”) shall be ascertained;

(ii) in respect of each Investor Shareholder, in the event where 100% of

the Target Shares is not acquired by the Bidco, the Investor Shareholder Loan Amount

funded by it may be in excess of its respective Required Investor Initial Funding Amount (the

amount of any such excess, in each case an “Excess Investor Initial Funding Amount”);

(iii) each such Excess Investor Initial Funding Amount shall constitute an

inter-shareholder loan from the relevant Investor Shareholder to the Management SPV (each

an “Initial Funding Inter-Shareholder Loan”),

provided that if the Bidco has not acquired 100% of the Target Shares upon

expiry of the Target Offer Period, (x) the Required Investor Initial Funding Amount and the

Excess Investor Initial Funding Amount shall be determined on the date that is 12 months

following the date of the Composite Document (unless the Parties otherwise agree), and if a

subsequent offer has been funded to acquire further Target Shares during such 12-month

period, appropriate adjustments may be made to the Required Investor Initial Funding

Amount and the Excess Investor Initial Funding Amount to reflect the source of such offer

funds; and (y) the Initial Funding Inter-Shareholder Loan as determined on such date shall be

deemed to have been drawn down on the date on which the Excess Investor Initial Funding

Amount is first paid by the Bidco pursuant to the Target Offers and interest shall be deemed

to accrue from such drawdown date.

(b) The Initial Funding Inter-Shareholder Loans shall require a partial novation by

the Company (in its capacity as the assignor borrower) to the Management SPV (in its

capacity as the assignee borrower) of each Investor Shareholder Loan as necessary, of an

applicable amount which is equal to the corresponding Excess Investor Initial Funding

25

Amount (the “Novation”), to be documented in the form of the Deed of Novation set out in

Schedule 6, requiring:

(i) the Company (in its capacity as borrower) and each Investor

Shareholder (in its capacity as lender) to enter into an amended and restated Investor

Shareholder Loan Agreement documenting the reduction of principal amount of each

Investor Shareholder Loan to the corresponding Required Investor Initial Funding Amount;

(ii) the Management SPV (in its capacity as borrower) and each Investor

Shareholder (in its capacity as lender) to enter into an inter-shareholder loan agreement (each

in the Loan Agreement Form) for a principal amount equal to the applicable Excess Investor

Initial Funding Amount (each an “Initial Funding Inter-Shareholder Loan Agreement”);

and

(iii) the Management SPV (in its capacity as lender) and the Company (in

its capacity as borrower) to enter into a shareholder loan agreement (in the Loan Agreement

Form) for a principal amount equal to the aggregate Excess Investor Initial Funding Amount

(the “Management Shareholder Loan”).

(c) Each of the Investor Shareholders, the Management SPV, and the Company

acknowledges and agrees that following the Novation:

(i) the Company shall have an obligation to repay:

(A) each Investor Shareholder an amount equal to its corresponding

Required Investor Initial Funding Amount; and

(B) the Management SPV an amount equal to the aggregate Excess

Investor Initial Funding Amount.

(ii) the Management SPV shall have an obligation to repay each Investor

Shareholder an amount equal to its corresponding Excess Investor Initial Funding Amount.

(iii) the Management Shareholder Loan shall be required to be

subordinated and assigned by the Management SPV (in its capacity as lender) for the benefit

of the Secured Parties under or made pursuant to the terms of the relevant Finance Document.

(iv) each of the Investor Shareholder Loans shall be required to be

subordinated by each of the Investor Shareholders (in their respective capacity as lender) for

the benefit of the Secured Parties under or made pursuant to the terms of the relevant Finance

Document.

7.3 Utilisation and Repayment of Bank Facility.

(a) The Parties agree and acknowledge that the Bank Facility is obtained for the

sole benefit of the Management SPV, and therefore the Management SPV shall be solely

responsible for repayment of the full amount of the borrowings and payment of interest

payable under the Finance Documents and any other costs, fees, expenses, damages, losses,

liabilities or other obligations of the Bidco, the Company or any Target Group Company

incurred or suffered under or in connection with the Finance Documents (the “Finance

Documents Liabilities”), provided that, for so long as any Finance Documents Liabilities

remain outstanding, each of the Investor Shareholders shall comply with its obligations under

26

Section 7.5(a) and Section 7.5(b) of this Agreement and the Subordination Agreement (as

defined in the Facility Agreement), and this Section 7.3(a) and any other provisions in this

Agreement shall be without prejudice to any rights and obligations between the relevant

Transaction Obligors (as defined in the Facility Agreement) vis-à-vis the Finance Parties (as

defined in the Facility Agreement).

(b) The Investor Shareholders agree and acknowledge that the full amount of the

Investor Initial Funding must be deposited in cleared funds into a bank account designated by

the Facility Agent as a condition precedent to Bidco being able to deliver a utilisation request

under the Facility Agreement prior to the proposed drawdown date of the Bank Facility.

(c) Each Investor Shareholder shall fund its Investor’s Pro Rata Share of the

Investor Initial Funding into the account referred to in Section 7.3(b) above in order to allow

Bidco to deliver a utilisation request and drawdown on the Bank Facility by the timing

requirements of the Target Offers.

(d) For so long as any Finance Documents Liabilities remain outstanding, the

following provisions shall apply in relation thereto:

(i) Management SPV and/or any of its Affiliates may directly (or

indirectly through payment to the Bidco and/or the Company, including any payment made in

accordance with Section 7.6(g)(i)) pay to the Facility Agent any amount in satisfaction of any

Finance Documents Liabilities;

(ii) Management SPV shall procure Mr. Han to apply full amount of the

net proceeds he receives through acceptances of the Target Offers by him and his Affiliates in

the following order: (i) firstly, in satisfaction of the costs, fees, and expenses incurred by the

Bidco in connection with the Bank Facility and (ii) secondly, in satisfaction of the Finance

Documents Liabilities;

(iii) to the extent permitted by the Listing Rules and applicable Laws to

which the Target and its directors may be subject (including without limitation fiduciary

duties of the directors), the Parties shall use reasonable endeavours to procure that the Target

declares and distributes by way of dividends to the Bidco such amount of profits available for

distribution as is required to allow the Bidco to satisfy any Finance Documents Liabilities;

(iv) without limitation to Section 7.3(d)(ii) and Section 7.3(d)(iii), the

Parties shall procure the Bidco to apply any and all distributions received from the Target

towards satisfaction of the Finance Documents Liabilities unless and until the Bank Facility

has been fully and finally repaid and discharged (any such payment by Bidco, a “Bidco

Repayment”); and

(v) neither the Bidco nor the Company shall declare or pay any dividends

or other distributions to any of its shareholders.

(e) If any cash available to the Bidco (other than distributions received from the

Target or funds contributed by the Management SPV and/or any of its Affiliates as

contemplated under Section 7.3(d)(i)) is applied by the Bidco towards satisfaction of the

Finance Documents Liabilities, any such payment shall also constitute a Bidco Repayment

under this Agreement.

27

(f) Management SPV agrees and acknowledges that, but for the agreement that

the Finance Documents Liabilities may be satisfied by way of the Bidco Repayments, the

Investor Shareholders as indirect shareholders of the Bidco would be entitled to a Pro Rata

Share of the Bidco Repayments via distributions by the Bidco and the Company. In

recognition of the foregoing:

(i) Management SPV (in its capacity as borrower) and each Investor

Shareholder (in its capacity as lender) shall enter into an inter-shareholder loan agreement

(each in the Loan Agreement Form) (each a “Bidco Repayment Inter-Shareholder Loan

Agreement”), pursuant to which, the Management SPV shall deliver to each Investor

Shareholder a Drawdown Notice (as defined in each Bidco Repayment Inter-Shareholder

Loan Agreement) in a principal amount equal to such Investor Shareholder’s Pro Rata Share

of the relevant Bidco Repayment, on the date on which each such Bidco Repayment is made;

and

(ii) for so long as any Finance Documents Liabilities remain outstanding,

where any Person becomes an Investor Shareholder following the date hereof, Management

SPV (in its capacity as borrower) and each such incoming Investor Shareholder (in its

capacity as lender) shall enter into a Bidco Repayment Inter-Shareholder Loan Agreement as

soon as reasonably practicable following the date on which such person becomes a

Shareholder.

(g) The Management SPV and the Investor Shareholders acknowledge that

pursuant to each Initial Funding Inter-Shareholder Loan Agreement and Bidco Repayment

Inter-Shareholder Loan Agreement, only the Majority Lenders shall have the right to initiate

and direct the conduct of a Compulsory Sale. Each of the Management SPV and the Investor

Shareholders hereby agrees and confirms that:

(i) upon the instructions of the Majority Lenders, it shall exercise

such right and take such action, as are necessary to implement such instructions of the

Majority Lenders; and

(ii) any instructions given by the Majority Lenders shall be binding

on all Investor Shareholders (in their capacity as lenders) and the Management SPV (in its

capacity as borrower),

at all times subject to the provisions of the Initial Funding Inter-Shareholder

Loan Agreements and the Bidco Repayment Inter-Shareholder Loan Agreements.

7.4 Repayment of Inter-Shareholder Loans

(a) The Management SPV agrees and acknowledges that it shall have an

obligation to repay each Investor Shareholder the applicable Initial Funding Inter-Shareholder

Loan and the Bidco Repayment Inter-Shareholder Loan (collectively the “Inter-Shareholder

Loans”) pursuant to the respective Initial Funding Inter-Shareholder Loan Agreement and the

Bidco Repayment Inter-Shareholder Loan Agreement.

(b) For so long as any amount of any Inter-Shareholder Loan remains outstanding:

(i) the Management SPV hereby irrevocably directs and instructs the

Company to, unless and until the full amount of all Inter-Shareholder Loans has been repaid

28

by or on behalf of the Management SPV, subject to Section 7.3(d), pay all dividends payable

to the Management SPV to all lenders of the Initial Funding Inter-Shareholder Loans and/or

the Bidco Repayment Inter-Shareholder Loans (as the Management SPV may direct) in

satisfaction of Management SPV’s repayment obligations under such Inter-Shareholder

Loans, in each case on a pro rata basis according to the respective outstanding principal

amount of such Inter-Shareholder Loans then owed to such lenders, and following such

payment, the outstanding amount of each such Inter-Shareholder Loan shall be reduced

correspondingly; and

(ii) Management SPV and/or any of its Affiliates may directly pay to all

lenders of the Initial Funding Inter-Shareholder Loans and/or the Bidco Repayment Inter-

Shareholder Loans (as the case may be) any amount in satisfaction of the Management SPV’s

repayment obligations under such Inter-Shareholder Loans provided that such payment shall

be made to all such lenders on a pro rata basis according to the respective outstanding

principal amount of such Inter-Shareholder Loans then owed to such lenders, in which case

the outstanding amount of each such Inter-Shareholder Loan shall be reduced

correspondingly.

(c) For the avoidance of doubt but without prejudice to Section 7.7, the Parties

agree that repayment of Bidco Repayment Inter-Shareholder Loans by the Management SPV

shall constitute full and final satisfaction of its obligations to provide the Investor

Shareholders, the Company and the Bidco with any compensation whatsoever in respect of

the Bidco Repayments being applied towards satisfaction of any Finance Documents

Liabilities under the Finance Documents obtained for the sole benefit of Management SPV.

7.5 Observance of Finance Documents.

(a) For so long as any Finance Document remains in effect, each of the Company

and the Bidco shall, and each Party shall use reasonable efforts to procure each of the

Company and the Bidco to, comply with all of their respective obligations under such

Finance Document, including by way of taking such actions as are necessary to allow the

Bidco to apply its distributable profits towards satisfaction of the Finance Documents

Liabilities. For the avoidance of doubt, the provision of this Section 7.5(a) shall not require

any Investor Shareholder to inject further capital into the Company or the Bidco.

(b) Without limitation to the foregoing, each Party undertakes not to take or omit

to take any action that would result in any default by any Obligors (as defined in the Facility

Agreement) of its obligations under the Facility Agreement (including without limitation any

restrictions on change of control) or otherwise result in any acceleration of repayment of the

Bank Facility, unless the prior written consent of all Shareholders has been obtained. For the

avoidance of doubt, the provision of this Section 7.5(b) shall not require any Investor

Shareholder to inject further capital into the Company or the Bidco.

(c) For the avoidance of doubt, subject to the terms of Section 7.3(a) and the

compliance by the Investor Shareholders with Section 7.5(a) and Section 7.5(b), the

Management SPV shall be solely responsible for the Finance Documents Liabilities

(including by way of providing necessary funds to enable the Bidco to discharge the same,

unless such Finance Documents Liabilities have been satisfied by Bidco Repayments in

respect of which Drawdown Notices (as defined in the Bidco Repayment Inter-Shareholder

Loan Agreement) have been delivered by the Management SPV to the Investor Shareholders

in accordance with the Bidco Repayment Inter-Shareholder Loan Agreement).

29

(d) In the event of (each a “Cure Event”):

(i) an Event of Default (as defined in the Facility Agreement) under

Clause 22.1 (Non-payment) of the Facility Agreement;

(ii) any Default (as defined in the Facility Agreement) which would (with

the expiry of a grace period, the giving of notice, the making of any determination under the

Finance Documents or any combination of any of the foregoing) be an Event of Default

under Clause 22.1 (Non-payment) of the Facility Agreement; or

(iii) any non-compliance with any requirement of Clause 20.3 (Financial

covenants) of the Facility Agreement which gives rise to an Equity Cure Right (as defined in

the Facility Agreement) pursuant to the Facility Agreement,

Management SPV shall have the right, but not the obligation, to within ten (10)

Business Days following the occurrence of such Cure Event (the “Management Cure

Period”), remedy the matters giving rise to such Cure Event, whether by way of applying any

proceeds from the Transfer of its Equity Securities of the Company made in accordance with

Section 6, or otherwise utilising its other sources of funding.

(e) In the event such Cure Event remains continuing following the expiry of the

Management Cure Period, Shareholders holding more than fifty percent (50%) of the total

issued share capital of the Company at the time shall have the right to require the Company to

carry out an issuance of Shares to all Investor Shareholders (the “Cure Issuance”) where the

full amount of such proceeds shall be applied towards remedying the matters giving rise to

such Cure Event, provided that where the Cure Issuance is not able to remedy the matter

giving rise to such Cure Event in full, such Cure Issuance shall not be carried out unless with

the consent of all Parties. To exercise such right, such Shareholders shall, within ten (10)

Business Days following the expiry of the Management Cure Period, send a written notice

(the “Cure Notice”) to all Investor Shareholders informing them of (i) the amount of funding

such Shareholders reasonably consider is required for Bidco to remedy the matters giving rise

to the Cure Event (the “Cure Amount”), (ii) the number of Shares proposed to be issued (the

“Cure Subscription Shares”) and (iii) the price per Cure Subscription Share, which shall be

determined by such Shareholders with reference to the fair market value of the Shares at the

time.

(f) Within five (5) Business Days from the date the Cure Notice is sent to the

Investor Shareholders (the “Cure Exercise Period”), each Investor Shareholder shall have

the right, but not the obligation (acting in their absolute discretion), to, by written notice to

the Company (the “Cure Subscription Notice”), (i) subscribe for up to its Investor’s Pro

Rata Share of the Cure Subscription Shares (the “Cure Subscription Right”), and (ii) apply

to subscribe for such additional number of Cure Subscription Shares as the Investor

Shareholder may state (if any) in the event that any Investor Shareholder does not exercise its

Cure Subscription Right in full.

(g) In the event that the aggregate number of Cure Subscription Shares elected to

be taken up by the Investor Shareholders pursuant to Sections 7.5(f)(i) and (ii) is:

(i) less than the total number of Cure Subscription Shares, then the

Company shall not proceed with the Cure Issuance unless all Parties otherwise agree;

30

(ii) equal to or more than the total number of Cure Subscription Shares,

then the Company and the Investor Shareholders exercising their Cure Subscription Right

shall within five (5) Business Days following the expiry of the Cure Exercise Period,

complete the Cure Issuance, and the Cure Subscription Shares shall be issued and allotted to

such Investor Shareholders as follows:

(A) firstly, in accordance with the number of Cure Subscription

Shares such Investor Shareholders have stated in their Cure Subscription Notice pursuant to

Section 7.5(f)(i), and

(B) thereafter, in accordance with the number of Cure Subscription

Shares such Investor Shareholders have stated in their Cure Subscription Notice pursuant to

Section 7.5(f)(ii), provided that if the aggregate number of such Cure Subscription Shares

elected to be acquired exceeds the then remaining Cure Subscription Shares proposed to be

issued, then the remaining Cure Subscription Shares shall be allocated among the relevant

Investor Shareholders on a pro rata basis according to their then shareholding percentage in

the Company.

7.6 Use of ODI Funds.

(a) The Parties acknowledge that an Affiliate of Management SPV established

under the laws of the PRC (the “ODI Applicant”) intends to initiate an application with the

competent Governmental Authorities in the PRC, including the National Development and

Reform Commission, the Ministry of Commerce and the State Administration of Foreign

Exchange, in respect of its outbound direct investment in an amount of no less than RMB 250

million (the “ODI Funds”) (the “ODI Approval”). Management SPV shall use its best

efforts to procure that such Affiliate obtains such ODI Approval.

(b) By no later than one (1) month following the first Utilisation Date (as defined

in the Facility Agreement), Management SPV shall procure a bank account to be opened in

the PRC in the name of the ODI Applicant (the “PRC Escrow Account”), and shall enter

into an escrow agreement with Antfin and JCDI in respect of the operation of the PRC

Escrow Account on terms to be agreed between such parties acting reasonably, which shall,

inter alia, provide that (A) at least one (1) representative of each of Management SPV, Antfin

and JCDI shall be joint signatories to such PRC Escrow Account, and (B) the ODI Funds

shall only be released in accordance with Section 7.6(e)(i), Section 7.6(f), Section 7.6(g) or

Section 7.6(h), and shall not otherwise be released or used for any purposes, unless otherwise

agreed by the Shareholders.

(c) The Management SPV shall procure the ODI Funds to be deposited into the

PRC Escrow Account in the following manner:

(i) an amount of no less than RMB 200 million shall be deposited by

no later than two (2) months following the date on which such PRC Escrow Account is

opened;

(ii) the balance of the ODI Funds (if any) shall be deposited by no

later than three (3) months following the date on which such PRC Escrow Account is opened.

(d) In the event that the Management SPV fails to comply with any of its

obligations set out in Section 7.6(b) or Section 7.6(c), and such non-compliance remains

31

unremedied four (4) months thereafter, Shareholders holding more than fifty percent (50%)

of the total issued share capital of the Company at the time shall have the right to within two

(2) months following the expiration of the aforementioned four (4) month period, require the

Company to carry out an issuance of Shares to all Investor Shareholders for an aggregate

subscription price of no more than RMB 250 million and at a price per Share determined by

such Shareholders with reference to the fair market value of the Shares at the time, but in any

event shall not exceed the Target Share Offer Price (the “ODI Issuance”), and the provisions

of Section 7.5(f) and Section 7.5(g) shall apply mutatis mutandis to such ODI Issuance,

except that in the event that the aggregate number of subscription Shares elected to be taken

up by all Investor Shareholders is less than the total number of subscription Shares available,

then the Company may nonetheless proceed with such ODI Issuance.

(e) In the event that the ODI Approval is obtained, Management SPV shall:

(i) within sixty (60) days after such ODI Approval is obtained,

procure that the ODI Funds be remitted to a bank account in the name of the Management

SPV domiciled in Hong Kong or such other bank account as the Shareholders may agree (the

“HK Escrow Account”) by way of a shareholder loan to the Company; and

(ii) enter into an escrow agreement with Antfin and JCDI in respect

of the operation of the HK Escrow Account on terms to be agreed between such parties acting

reasonably, which shall, inter alia, provide that (A) at least one (1) representative of each of

Management SPV, Antfin and JCDI shall be joint signatories to such HK Escrow Account,

and (B) the funds in the HK Escrow Account shall not be released or used for any purposes

other than the repayment of any Finance Documents Liabilities and/or Inter-Shareholder

Loans, unless otherwise agreed by the Shareholders.

(f) Subject to Section 7.6(g) and Section 7.6(h), in the event that the ODI

Approval is not obtained by 30 June 2021, the Parties shall enter into good faith discussions

with respect to the appropriate mechanism for releasing the ODI Funds into the Hainan JV

for the purposes of funding its working capital and other operational requirements, with a

view to reducing the Management SPV’s repayment obligations under the Inter-Shareholder

Loans correspondingly, unless otherwise agreed by the Shareholders.

(g) Whether or not the ODI Approval is obtained:

(i) the Management SPV shall at all times have the right, but not the

obligation, to deposit an amount equal to the ODI Funds (whether in RMB or in its foreign

currency equivalent) into the HK Escrow Account, in which case, (A) the provisions of

Section 7.6(e)(ii) shall apply in respect of the operation of the HK Escrow Account and use

of the funds therein, and (B) immediately following such deposit and compliance with

Section 7.6(e)(ii), the Parties shall unconditionally release the ODI Funds in the PRC Escrow

Account to an onshore entity designated by the Management SPV; and

(ii) upon the full and final settlement of the Finance Documents

Liabilities and all repayment obligations under the Inter-Shareholder Loans, the Parties shall

unconditionally release any balance in the PRC Escrow Account and the HK Escrow Account

to such entities as may be designated by the Management SPV.

(h) For so long as the ODI Funds remain in the PRC Escrow Account, in the event

that there is an actual or potential non-compliance with any requirement of Clause 20.3

32

(Financial covenants) of the Facility Agreement, the Management SPV shall, subject to

compliance with applicable Laws, direct the release of all or part of the ODI Funds to any

Target Group Company established under the laws of the PRC in such manner as the

Shareholders shall agree, acting reasonably, for the purpose of remedying such actual or

potential non-compliance, and in such event, the Parties shall provide all reasonable

assistance in procuring the release of such ODI Funds (including without limitation,

providing any necessary authorisation and execution of any necessary documents), and the

Parties shall as soon as reasonably practicable thereafter enter into good faith discussions

with respect to the appropriate accounting recognition of the provision of such funds to the

relevant Target Group Company.

(i) Each of the Parties shall take such actions as are reasonably required to

procure that the funds in the PRC Escrow Account and the HK Escrow Account are released

and applied in the manner set out in this Section 7.6, including by way of executing such

documents and providing such authorisations reasonably requested by Management SPV to

effect the release of such funds.

7.7 Indemnity.

(a) Management SPV shall indemnify each Investor Shareholder from and against

all liabilities, costs, expenses, damages and losses and all other reasonable professional costs

and expenses (the “Losses”) suffered or incurred by such Investor Shareholder as a result of

any breach by any Obligor (as defined in the Facility Agreement) of any of its obligations

under the Finance Documents, unless such breach has occurred as a result of any non-

compliance by such Investor Shareholder with its obligations under Section 7.5(b), and shall

indemnify the Company, Bidco and all Target Group Companies from and against all Finance

Documents Liabilities (save for Finance Documents Liabilities that have been satisfied by

Bidco Repayments, and in respect of which Drawdown Notices (as defined in the Bidco

Repayment Inter-Shareholder Loan Agreement) have been issued to the Investor

Shareholders in accordance with the Bidco Repayment Inter-Shareholder Loan Agreements).

(b) Each Investor Shareholder (the “Indemnifying Party”) shall, severally and

not jointly and severally, indemnify each of the Shareholders from and against all Losses

suffered or incurred by such Shareholder as a result of any breach by any Obligor (as defined

in the Facility Agreement) of any of its obligations under the Finance Documents arising

from any non-compliance by such Indemnifying Party with its obligations under Section

7.5(b).

7.8 Operation of Bank Accounts. The authority of at least one (1) representative

of Management SPV (and any other person required pursuant to any applicable regulations

such as the Financial Advisers) shall be required to operate any bank account of the Company

and the Bidco and shall be joint signatories of such bank accounts during the Target Offer

Period. Upon closing of the Target Offers, the Parties shall procure as soon as practicable that

the authority of at least one (1) representative of each of Management SPV, Antfin, JCDI and

CWG Fund shall be required to operate any bank account of the Company and the Bidco and

shall be joint signatories of such bank accounts until the Bank Facility and any amount owing

by the Management SPV to the Investor Shareholders have been fully repaid and discharged.

33

8. Compliance with applicable Laws, the Takeovers Code, and the Listing Rules

8.1 General Compliance. Each of the Parties agrees that at all times during the

term of this Agreement:

(a) it shall comply with, and shall procure its respective Affiliates to comply with,

its respective obligations under all applicable Laws (including without limitation the SFO, the

Takeovers Code and the Listing Rules) in connection with the Target Offers and otherwise in

connection with its interests in the Target Shares, including without limitation any restrictions

in dealings in the Target Shares; and

(b) it shall not, and shall procure its respective Affiliates not to, whether directly

or indirectly, and whether by itself or through any other person(s), make any statement, take

or omit to take any action which is adverse or potentially adverse to the Target Offers or any

of the other Parties (with respect to their direct or indirect interests in the Target) without the

prior written consent of the Parties.

8.2 General Offer Obligations. Without limitation to the generality of the

provisions of Section 8.1, each of the Parties agrees that it shall not, at any time during the

term of this Agreement, make any statement, take or omit to take any action which would

result in any Shareholder(s) (or any of its Affiliates) being required under the Takeovers

Code to make a general offer to the shareholders of the Target, unless the prior written

consent of such Shareholder(s) has been obtained.

9. Implementation of the Target Offers

9.1 Publication of Announcement. The Bidco shall announce a firm intention to

make the Target Offers on the terms and conditions set forth in the Announcement as soon as

reasonably practicable and in any event by no later than ten (10) Business Days following the

date of this Agreement (or such other date as the Parties and the Executive may agree and in

compliance with the Takeovers Code).

9.2 Reasonable Assistance. Without prejudice to any other provision of this

Agreement, each Party shall use its reasonable endeavours to do (or procure to be done), and

to assist and cooperate with the other Parties and their respective professional advisers in

doing all things reasonably necessary, proper or advisable to consummate and make effective,

as promptly as practicable, the Target Offers, including:

(a) consenting to the release of the Announcement with references to each Party

and/or its associates and to the details of this Agreement;

(b) procuring the release of the Announcement as soon as reasonably practicable

following the approval and clearance by the Executive and the Stock Exchange;

(c) obtaining all necessary authorisations, consents, approvals, or waivers in

respect of the Target Offers from the relevant third parties and Governmental Authorities as

promptly as practicable;

(d) executing and delivering any additional document or instrument necessary to

consummate the Target Offers; and

34

(e) providing the other Parties with any information or document reasonably

requested and necessary or appropriate for obtaining any relevant regulatory approvals from,

or making any submission, filing or notification to, any Governmental Authority in relation to

the Target Offers.

9.3 Secondary Purchases. Subject to compliance with applicable Laws and rules

of the Stock Exchange and without prejudice to Section 4.1, the Company may acquire

further Target Shares whether during or after the Target Offer Period upon approval by the

Board.

9.4 Compulsory Acquisition. The Parties agree that, where permitted under the

Bermuda Companies Act and Rule 2.11 of the Takeovers Code, they shall procure that the

Bidco compulsorily acquire all those Target Shares not acquired by it under the Target Offers

(“Compulsory Acquisition”), so that on completion of the Compulsory Acquisition, the

Target would be beneficially and ultimately owned as to 100% by the Company, and an

application would be made for the withdrawal of the listing of the Target Shares from the

Stock Exchange pursuant to Rule 6.15 of the Listing Rules.

9.5 Listing Status. In the event that the Bidco acquires less than 90% of the

Target Shares or less than 90% of the Disinterested Target Shares within the Compulsory

Acquisition Entitlement Period, the Parties shall do all things reasonably required to procure

that the Target shall remain listed on the Stock Exchange, and without limitation to the

foregoing, if the Target no longer complies with the minimum public float requirement under

Rule 8.08 of the Listing Rules, the Target shall, and the Parties shall procure that the Target

shall, restore the minimum public float as required under Rule 8.08 of the Listing Rules as

soon as reasonably practicable, by selling to members of the public a sufficient number of the

Target Shares.

9.6 Lapse of the Target Offers. In the event that the Target Offers do not become

unconditional, the Parties shall procure that the Company and the Bidco be liquidated in

accordance with the laws of their respective jurisdiction of incorporation. Without limitation

to any other rights available to the Parties under this Agreement, the provisions of Section 7.3

shall apply such that Management SPV shall be responsible for repayment of all Finance

Documents Liabilities on or prior to the liquidation date of the Company or Bidco

respectively, and repayment of all Investor Shareholder Loans in full shall take priority over

any other distributions payable to the Shareholders.

10. Representations and Warranties

10.1 Representations and warranties. Each Party represents and warrants to each

of the other Parties that each of the following statements is true, complete, accurate and not

misleading in all respects as at the date of this Agreement:

(a) Due Incorporation. It is duly incorporated, validly existing and in good

standing under the laws of the jurisdiction of its incorporation.

(b) Power and Authorisation. It has full power, authority and capacity, and has

taken all actions and has obtained all consents, approvals and authorisations from any

governmental or regulatory bodies or other third parties required, to enter into, and perform

its obligations under and implement the transactions contemplated in, this Agreement.

35

(c) Binding Agreement. This Agreement constitutes legal, valid and binding

obligations of it.

(d) No Conflict. The execution, delivery and performance of this Agreement by it

and the consummation of the Target Offers will not (i) violate any provision of its

constitutional documents or any organisation or governance document; (ii) contravene or

result in a contravention of the laws or regulations of any jurisdiction to which it is subject; or

(c) conflict with or result in any breach or violation of any of the terms and conditions of, or

constitute (or with notice or lapse of time or both constitute) a default under, any instrument,

contract or other agreement to which it is a party or by which it is bound.

(e) Purchase of Target Shares. It has not, and none of the parties acting in

concert with it (other than the Financial Adviser and persons Controlling, Controlled by or

under the same Control as the Financial Adviser) has, purchased any Target Shares in the six

months prior to the date of the Announcement at a price higher than the Target Share Offer

Price.

(f) Interests in Target Shares. The information set out in Schedule 1 with

respect to the holding of Target Shares by it and parties acting in concert with it (which for

the purposes of this Section 10.1(f) shall not include any other Parties and their respective

parties acting in concert) is true and correct.

(g) No Special Deal. It has not, and none of the parties acting in concert with it

(other than any other Shareholder) has, entered into any understanding, arrangement or

agreement or special deal with favourable conditions (as defined under Rule 25 of the

Takeovers Code) with any shareholder of the Target.

10.2 The Management SPV further represents and warrants to each of the other

Parties that each of the following statements is true, complete, accurate and not misleading in

all respects as at the date of this Agreement:

(a) Each of the Company and the Bidco is a special purpose vehicle and has not

traded or conducted any business (other than any transactions in connection with the Target

Offers or contemplated under this Agreement) and does not hold, directly or indirectly, any

interest in any entity or any other asset whatsoever (other than the shares in Bidco in the case

of the Company);

(b) Each of the Company and the Bidco has no liability other than (i) immaterial

debts towards services providers corresponding to charges borne in the ordinary course of

business by a holding company in order to comply with its administrative obligations and (ii)

costs and expenses incurred or reasonably expected to be incurred in connection with the

transactions contemplated under this Agreement as disclosed to the Shareholders in writing

on 29 March 2020; and

(c) Each of the Company and the Bidco complies and has always complied in all

material respects with the Laws applicable to it.

11. Confidentiality.

11.1 Confidentiality. Each Party acknowledges that the information received by it

pursuant to this Agreement is confidential and for its use only, and it will not reproduce,

36

disclose or disseminate such information to any other person (other than its employees or

agents having a need to know the contents of such information, and its attorneys), except in

connection with the exercise of rights under this Agreement, unless the Company has made

such information available to the public generally. Notwithstanding the foregoing, any Party

may disclose such information to its Affiliates and its and their respective current or bona

fide prospective investors, limited partners, employees, investment bankers, lenders, partners,

accountants and attorneys, in each case only where such persons or entities are under

appropriate nondisclosure obligations.

11.2 Inside Information. Each Party acknowledges that until the Announcement is

released, the fact that the Target Offers are under consideration is inside information in

respect of the Target and must be treated in the strictest confidence, a breach of which, or any

dealing in securities of the Target, could constitute a civil and/or criminal offence under the

insider dealing and/or market abuse provisions of the SFO and liable to sanction by the

tribunals or courts of Hong Kong.

12. Term

12.1 Termination. This Agreement shall become effective from the date of this

Agreement and shall continue in force and effect until the earliest to occur of the following

events:

(a) all of the Shareholders agree in writing to terminate it; and

(b) all of the Shares becoming held by one Shareholder.

12.2 Shareholder Exit. Without limiting Section 12.1 and without prejudice to the

continuation of this Agreement with respect to all other Shareholders who are party to it, this

Agreement shall terminate with respect to a Shareholder if such Shareholder and all of its

Affiliates cease to hold any Shares in the Company and each person to whom Shares have

been transferred by that Shareholder and its Affiliates (other than any transferee which

acquires any Share under a Transfer required by or made pursuant to any Security Document)

has entered into a Deed of Adherence in the form set out in Schedule 4.

12.3 Effect of termination. If this Agreement is terminated pursuant to Section

12.1, this Agreement (other than Section 11, this Section 12, Section 13, Section 14.2 to

Section 14.17) shall become void and cease to have any further force or effect, without any

outstanding obligation on the part of any Party hereto. Notwithstanding the foregoing, no

such termination shall affect any rights of any Party which have accrued before such

termination or shall relieve any Party hereto of any liability resulting from any breach prior to

such termination by such Party of its covenants, agreements, representations or warranties set

forth herein. If this Agreement is terminated with respect to a Shareholder pursuant to Section

12.2, this Agreement (other than Section 11, this Section 12, Section 13, Section 14.2 to

Section 14.17) shall cease to have any further force or effect in relation to that Shareholder,

without any outstanding obligation on the part of that Shareholder, but no such termination

shall relieve that Shareholder of any liability resulting from any breach prior to such

termination by such Shareholder of its covenants, agreements, representations or warranties

set forth herein or shall affect any rights of such Shareholder which have accrued before such

termination.

37

13. Notices.

13.1 Notice Details. Any notice required or permitted pursuant to this Agreement

shall be given in writing and shall be given either personally or by sending it by courier

service (using an internationally recognised courier company), first class pre-paid recorded

delivery post (air mail if overseas), electronic mail or fax to the addresses or numbers set out

as follows (or at such other address or number as such Party may designate by prior written

notice to the other Parties given in accordance with this Section 13):

If to the Management SPV:

FORWARD ELITE HOLDINGS LIMITED（傑發控股有限公司）

Address: White Horse Company, 3/F, Starry Winking, 4 Hua Ming Road,

Tianhe District, Guangzhou 510623, PRC (广州市天河区华明路

四号星汇云锦三层白马公司)

Fax: +86 20 3230 0890

Email: zhang_huaijun@hotmail.com

Attention: Mr. Harrison Zhang

If to Antfin:

ANTFIN (HONG KONG) HOLDING LIMITED

Address: Z Space, No. 556 Xixi Road, Hangzhou, China

Email: jiasheng.zc@antfin.com

Attention: Chao Zhu

With a required copy, which shall not constitute notice, to:

Simpson Thacher & Bartlett

Address: 35/F, ICBC Tower, 3 Garden Road, Central, Hong Kong

Fax: +852 2869 7694

Email: celia.lam@stblaw.com

Attention: Celia Lam

With a second required copy, which shall not constitute notice, to:

Simpson Thacher & Bartlett LLP

Address: 3901 China World Tower, 1 Jianguomenwai Avenue,

Beijing 100004, China

Fax: +86 10 59652988

Email: yang.wang@stblaw.com

Attention: Yang Wang

If to JCDI:

JCDECAUX INNOVATE LIMITED

Address: 1501 Berkshire House, 25 Westlands Road, Quarry Bay, Hong

Kong

Fax: +852 2861 0876

Email: stephen.wong@jcdecaux.com

Attention: Mr. Stephen Hon Chiu WONG

38

If to CWG Fund:

CHINA WEALTH GROWTH FUND III L.P.

Address: Office B 18/F, Tower A, Capital Tower, No. 38 Wai Yip Street,

Kowloon Bay, Hong Kong

Fax: +852 3468 5273

Email: ms@jic-capital.com

Attention: Ms. SHUM Fei Fei

If to the Company:

CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）

Address: White Horse Company, 3/F, Starry Winking, 4 Hua Ming Road,

Tianhe District, Guangzhou 510623, PRC (广州市天河区华明路

四号星汇云锦三层白马公司)

Fax: +86 20 3230 0890

Email: zhang_huaijun@hotmail.com

Attention: Mr. Harrison Zhang

If to the Bidco:

EVER HARMONIC GLOBAL LIMITED（永和環球有限公司）

Address: White Horse Company, 3/F, Starry Winking, 4 Hua Ming Road,

Tianhe District, Guangzhou 510623, PRC (广州市天河区华明路

四号星汇云锦三层白马公司)

Fax: +86 20 3230 0890

Email: zhang_huaijun@hotmail.com

Attention: Mr. Harrison Zhang

13.2 Deemed Delivery. In the absence of evidence of earlier receipt, any notice

served in accordance with Section 13.1 shall be deemed to be given (a) if delivered

personally or by courier, at the time of delivery, (b) if sent by pre-paid first class recorded

delivery post (other than air mail), two (2) Business Days after posting it, (c) if sent by air

mail, five (5) Business Days after posting it, (d) if sent by electronic mail, at the time it leaves

the email gateway of the sender (subject to confirmation that the sender did not receive a

message that the email was undeliverable, which may be satisfied by producing a certificate

signed by an authorised and qualified representative of the sender), (e), if sent by fax, at the

time of its dispatch (subject to confirmation of uninterrupted transmission by the sender by a

transmission report).

14. Miscellaneous.

14.1 Further Assurances. Upon the terms and subject to the conditions herein,

each of the Parties agrees to use its best efforts to take or cause to be taken all actions, to do

or cause to be done, to execute such further instruments, and to assist and cooperate with the

other Parties in doing, all things necessary, proper or advisable under applicable Laws or

otherwise to consummate and make effective, in the most expeditious manner practicable, the

matters contemplated by this Agreement and any other documents arising in connection with

the Target Offers and, to the extent reasonably requested by another Party, to enforce rights

39

and obligations pursuant hereto or thereto. In particular, each Shareholder undertakes with

each other Shareholder that it will (i) comply with each of the provisions of this Agreement,

(ii) exercise its voting rights and other rights as a shareholder of the Company in order

(insofar as it is able to do so through the exercise of such rights) to give full effect to the

terms of this Agreement and the rights and obligations of the Parties as set out in this

Agreement; and (iii) procure that any Director appointed by it from time to time shall (subject

to their fiduciary duties to the Company and applicable Law) exercise their voting rights and

other powers and authorities in order (insofar as they are able to do so through the exercise of

such rights, powers and authorities) to give full effect to the terms of this Agreement and the

rights and obligations of the Parties as set out in this Agreement.

14.2 Memorandum and Articles. In the event of any conflict or inconsistency

between any of the terms of this Agreement and any of the terms of the Memorandum and

Articles or the memorandum of association and articles of association of the Bidco or any

Target Group Company (upon the Bidco acquiring more than fifty percent (50%) of the total

issued share capital of the Target) (the “Subsidiary Memorandum and Articles”), the terms

of this Agreement shall prevail as between the Parties in all respects, the Parties shall give

full effect to and act in accordance with the provisions of this Agreement over the provisions

of the Memorandum and Articles and the Subsidiary Memorandum and Articles insofar as

possible, and the Parties shall exercise all voting and other rights and powers insofar as

possible (including to procure any required alteration to the Memorandum and Articles or the

Subsidiary Memorandum and Articles to resolve such conflict or inconsistency) to make the

provisions of this Agreement effective.

14.3 Successors and Assigns. No party may assign any of its rights or obligations

under this Agreement in whole or in part (other than pursuant to a transfer of Shares to a third

party in accordance with the terms of this Agreement).

14.4 Entire Agreement. This Agreement (including the exhibits and schedules

hereto) constitutes the full and entire understanding and agreement among the Parties with

regard to the subjects hereof and thereof, and supersedes all other agreements between or

among any of the Parties with respect to the subject matter hereof.

14.5 Severability. In case any provision of the Agreement shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby.

14.6 Variation. No variation of this Agreement shall be effective unless made in

writing and signed by or on behalf of each of the Parties.

14.7 Waiver. Any waiver of any right or default under this Agreement shall be

effective only in the instance given and shall not operate as or imply a waiver of any other or

similar right or default on any subsequent occasion. No waiver of any provision of this

Agreement will be effective unless it is granted in writing and signed by the party granting

the waiver.

14.8 Delays or Omissions. Any delay by any Party in exercising, or failure to

exercise, any right or remedy under this Agreement shall not constitute a waiver of the right

or remedy (or a waiver of any other rights or remedies) and no single or partial exercise of

any rights or remedy under this Agreement or otherwise shall prevent any further exercise of

the right or remedy (or the exercise of any other right or remedy).

40

14.9 No Presumptions. The Parties acknowledge that they have participated jointly

in the negotiation and drafting of this Agreement and, in the event that a question of

interpretation arises (including as to the intention of the Parties), no presumption or burden of

proof shall arise in favour of or against any Party based on the authorship of any provisions.

14.10 Rights Cumulative. Each and all of the various rights, powers and remedies

of a Party will be considered to be cumulative with and in addition to any other rights, powers

and remedies which such Party may have at law or in equity in the event of the breach of any

of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy

will neither constitute the exclusive election thereof nor the waiver of any other right, power

or remedy available to such Party.

14.11 Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same

instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for

purposes of the effectiveness of this Agreement.

14.12 Specific Performance. The Parties declare that it is impossible to measure in

money the damages that would be suffered by a Party by reason of the failure by the other

Party to perform any of the obligations hereunder. Therefore, each Party shall have the right,

in addition to any other rights and remedies existing in its favor, to enforce its rights and the

obligations of the other Party hereunder not only by an action or actions for damages but also

by an action or actions for specific performance, injunctive and/or other equitable relief

without bond or other security being required. If any Party shall institute any action or

proceeding to enforce the provisions hereof, the other Party against whom such action or

proceeding is brought hereby waives any claim or defense therein that such Party has an

adequate remedy at law.

14.13 No Third Party Rights. A Person who is not a party to this Agreement shall

have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws

of Hong Kong) to enforce any of its terms.

14.14 Governing Law. This Agreement shall be governed by and construed under

the Laws of Hong Kong, without regard to principles of conflict of laws thereunder.

14.15 Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this

contract, including the existence, validity, interpretation, performance, breach or termination

thereof or any dispute regarding non-contractual obligations arising out of or relating to it

shall be referred to and finally resolved by arbitration administered by the Hong Kong

International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules

in force when the Notice of Arbitration is submitted.

(b) The law of this arbitration clause shall be Hong Kong law.

(c) The seat of arbitration shall be Hong Kong.

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall

be conducted in English.

41

14.16 Costs and Expenses. Save as expressly provided herein, each Party will pay

its own costs in connection with the negotiation, preparation and implementation of this

Agreement and any documents referred to in or incidental to this Agreement.

14.17 No Funding Obligation. Notwithstanding anything herein to the contrary,

nothing in this Agreement (including Section 7.5 and Section 9.2) shall be deemed to obligate

any Party (other than the Management SPV) to provide any funds (whether as equity

contribution, shareholder loan or otherwise) or any form of financing, guarantee or security

that may be necessary or desirable to enable the Bidco to comply with any of its obligations

under the Facility Agreement or any other Finance Document or to prevent any default or

non-compliance thereunder, save as expressly provided under the Facility Agreement or any

other Finance Document.

[The remainder of this page has been left intentionally blank.]

Han ZijingDirector

Leiming ChenDirector

Han ZijingDirector

Han ZijingDirector

Schedule 1

SCHEDULE 1

INTERESTS IN TARGET SHARES

Party Details of interests in Target Shares held by it and parties

acting in concert with it

Management SPV 6,600,000 Target Shares

Antfin None

JCDI None

CWG Fund None

Company None

Bidco None

Schedule 2

SCHEDULE 2

FORM OF ANNOUNCEMENT

1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this joint announcement, make no representation as to

its accuracy or completeness and expressly disclaim any liability whatsoever for any loss

howsoever arising from or in reliance upon the whole or any part of the contents of this joint

announcement.

This joint announcement is for information purpose only and does not constitute an invitation

or offer to acquire, purchase or subscribe for any securities of the Company nor shall there be

any acquisition, purchase or subscription for securities of the Company in any jurisdiction in

which such offer, solicitation or sale would be unlawful absent the filing of a registration

statement or the availability of an applicable exemption from registration or other waiver. This

joint announcement is not for release, publication or distribution in or into any jurisdiction

where to do so would constitute a violation of the relevant laws of such jurisdiction.

Ever Harmonic Global Limited

(incorporated in Cayman Islands

with limited liability)

Clear Media Limited

[insert logo] (Incorporated in Bermuda with limited

liability)

(Stock Code: 100)

JOINT ANNOUNCEMENT

(1) VOLUNTARY CONDITIONAL CASH OFFER BY

CLSA LIMITED AND CHINA INTERNATIONAL CAPITAL CORPORATION

HONG KONG SECURITIES LIMITED

FOR AND ON BEHALF OF

EVER HARMONIC GLOBAL LIMITED

TO ACQUIRE ALL THE ISSUED SHARES AND TO CANCEL ALL

OUTSTANDING SHARE OPTIONS OF

CLEAR MEDIA LIMITED; AND

(2) CONTINUING CONNECTED TRANSACTION – INVESTIGATION AND

LITIGATION SUPPORT AGREEMENT

(3) [RESUMPTION OF TRADING]

Lead Financial Adviser to the Offeror Joint Financial Adviser to the Offeror

[CLSA logo] [CICC Logo]

2

INTRODUCTION

The Offeror and the Company jointly announce that CLSA Limited and CICC will, for and

on behalf of the Offeror, make a voluntary conditional cash offer to acquire all of the Shares

in the entire issued share capital of the Company, and to cancel all outstanding Options in

compliance with Rule 13.5 of the Takeovers Code.

As at the date of this joint announcement, there are 541,700,500 Shares in issue. Mr. Han Zi

Jing, an executive Director and a party acting in concert with the Offeror, is the owner of

6,600,000 Shares, representing approximately 1.22% of the issued share capital of the

Company.

Save for the 6,600,000 Shares, the Offeror and parties acting in concert with it are not

interested in any other Shares as at the date of this joint announcement. Save for the

aforesaid and the 5,283,000 Options, the Company has no other relevant securities (as

defined in Note 4 to Rule 22 of the Takeovers Code) outstanding as at the date of this joint

announcement.

THE OFFERS

The Share Offer

CLSA Limited and CICC will make the Share Offer for and on behalf of the Offeror in

compliance with the Takeovers Code on the following basis:

For each Offer Share ............................................................... .............. HK$[*] in cash

The Offer Shares to be acquired under the Share Offer shall be fully paid and free from any

Encumbrances and together with all rights and entitlements attaching or accruing thereto

including, without limitation, the right to receive all dividends and other distributions, if

any, the record date of which is on or after the date on which the Offers are made (i.e. the

date of the despatch of the Composite Document).

The Share Offer Price of HK$[*] per Offer Share represents a [discount/premium] of

approximately [*]% to the closing price of HK$4.74 per Share as quoted on the Stock

Exchange on November 29, 2019, the last trading day prior to the publication of the Rule

3.7 Announcement.

The Offeror will not increase the Share Offer Price for the Share Offer as set out

above. Shareholders and potential investors of the Company should be aware that,

following the making of this statement, the Offeror will not be allowed to increase the

Share Offer Price and the Offeror does not reserve the right to increase the Share

Offer Price.

The Option Offer

3

CLSA Limited and CICC will make the Option Offer for and on behalf of the Offeror to the

Optionholders in accordance with Rule 13 of the Takeovers Code to cancel all the

outstanding Options in exchange of cash on the following basis:

For cancellation of each of the outstanding Options . . . . . . . . . . . HK$0.00001 in cash

As at the date of this joint announcement, there are 5,283,000 outstanding Options granted

under the Existing Share Option Scheme, carrying rights to subscribe for 5,283,000 new

Shares. 3,800,000 of the outstanding Options have an exercise price of HK$9.54 per Share,

and the remaining 1,483,000 outstanding Options have an exercise price of HK$8.99 per

Share.

As at the date of this joint announcement, Mr. Han Zi Jing, an executive Director and a party

acting in concert with the Offeror, holds the Options to subscribe for 1,333,000 new Shares,

of which 1,000,000 Options have an exercise price of HK$9.54 per Share and 333,000

Options have an exercise price of HK$8.99 per Share.

Pursuant to Rule 13 of the Takeovers Code, the Offeror will make an appropriate cash offer

to the Optionholders for cancellation of all the outstanding Options. The price for the

cancellation of each Option accepted under the Option Offer should normally be the see-

through price which represents the excess of the Share Offer Price over the exercise price of

each Option. As the Share Offer Price, which is HK$[*] per Offer Share, is lower than the

exercise prices of all outstanding Options as set out above, all outstanding Options are

currently out-of-money. As such, the Option Offer will be made with HK$0.00001 in cash

for the cancellation of each outstanding Option.

Following acceptance of the Option Offer in respect of each Option, such Option together

with all rights attaching thereto will be entirely cancelled and renounced.

Value of the Offers

As at the date of this joint announcement, there are 541,700,500 Shares in issue and

5,283,000 outstanding Options. There are no other outstanding warrants, options,

derivatives or securities convertible into Shares and the Company has not entered into any

agreement for the issue of such warrants, options, derivatives or securities convertible into

Shares as at the date of this joint announcement.

On the assumption that (i) no Option is exercised before the close of the Option Offer (as all

Options are currently out-of-money and the Share Offer Price is lower than the exercise

prices of all outstanding Options) and (ii) the Offers are accepted in full, the value of the

Share Offer is approximately HK$[*] million and the value of the Option Offer is

HK$52.83. In aggregate, the Offers are valued at approximately HK$[*] million.

Confirmation of financial resources

4

The Offeror intends to finance the Offers Consideration by way of (a) firstly, its Internal

Funding for up to 60% of the maximum amount of the Offers Consideration, and (b)

secondly and when the Internal Funding is fully utilized, the External Financing for up to

40% of the maximum amount of the Offers Consideration.

CLSA Capital Markets and CICC, as the financial advisers to the Offeror in respect of the

Offers, are satisfied that sufficient financial resources are available to the Offeror to satisfy

full acceptance of the Offers.

Conditions of the Share Offer

The Share Offer is conditional upon the satisfaction or waiver of the following Conditions:

(a) valid acceptances of the Share Offer being received (and not, where permitted,

withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the

Offeror may, subject to the Takeovers Code, decide) in respect of such number of

Shares which, together with the Shares acquired or agreed to be acquired before or

during the Offers, will result in the Offeror holding more than 50.1% of the voting

rights of the Company;

(b) no event having occurred which would make any of the Offers or the acquisition of

any of the Offer Shares or the cancellation of the Options under the Option Offer

void, unenforceable or illegal or prohibit the implementation of any of the Offers or

would impose any additional material conditions or obligations with respect to any

of the Offers or any part thereof; and

(c) no relevant government, governmental, quasi-government, statutory or regulatory

body, court or agency in Hong Kong or any other jurisdictions having taken or

instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or

proposed, and there not continuing to be outstanding, any statute, regulation,

demand or order) that would make any of the Offers or its implementation in

accordance with its terms void, unenforceable, illegal or impracticable (or which

would impose any material and adverse conditions or obligations with respect to

any of the Offers or its implementation in accordance with its terms).

The Offeror reserves the right to waive, in whole or in part, all or any of the Conditions set

out above (other than Condition (a)).

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke

Condition (b), or (c) so as to cause the Share Offer to lapse unless the circumstances which

give rise to the right to invoke such Condition are of material significance to the Offeror in

the context of the Offers. Please refer to the section sub-headed “Conditions of the Share

Offer” in this joint announcement for further information on the Conditions.

The Option Offer is subject to and conditional upon the Share Offer becoming or being

5

declared unconditional in all respects.

IRREVOCABLE UNDERTAKING

On [*], 2020, Clear Channel KNR gave the Clear Channel KNR Undertaking in favor of the

Offeror, pursuant to which Clear Channel KNR has irrevocably undertaken to the Offeror to

accept the Share Offer in respect of 275,789,081 Shares held by Clear Channel KNR.

As at the date of this joint announcement, Clear Channel KNR is interested in 275,789,081

Shares, representing approximately 50.91% of the issued share capital of the Company.

Please refer to the sub-section headed “IRREVOCABLE UNDERTAKING” in this joint

announcement for details.

LISTING STATUS AND POSSIBLE COMPULSORY ACQUISITION

If the Offeror acquires not less than 90% of the Offer Shares and not less than 90% of the

Disinterested Shares within the Compulsory Acquisition Entitlement Period, it intends (but

is not obliged) to exercise the right under the Bermuda Companies Act and pursuant to Rule

2.11 of the Takeovers Code to compulsorily acquire all those Shares not acquired by the

Offeror under the Share Offer.

On completion of the compulsory acquisition process (if the compulsory acquisition right is

exercised), the Company will be beneficially owned as to 100% by the Offeror and an

application will be made for the withdrawal of the listing of the Shares from the Stock

Exchange pursuant to Rule 6.15 of the Listing Rules.

If the Offer Shares validly tendered for acceptance under the Share Offer are less than 90%

of the Offer Shares or less than 90% of the Disinterested Shares during the Compulsory

Acquisition Entitlement Period, the Offeror will not be entitled to exercise the compulsory

acquisition right and therefore the Company will not be delisted from the Stock Exchange.

PUBLIC FLOAT

According to the Listing Rules, if, upon the close of the Share Offer, the Offeror does not

become entitled to exercise the power of compulsory acquisition under the Bermuda

Companies Act (or the Offeror does not exercise such power of compulsory acquisition)

and less than 25% of the issued Shares are held by the public, or if the Stock Exchange

believes that a false market exists or may exist in the trading of the Shares or there are

insufficient Shares in public hands to maintain an orderly market, then the Stock Exchange

will consider exercising its discretion to suspend dealings in the Shares until appropriate

steps have been taken to restore the minimum percentage of the Shares in public hands. In

such circumstances, the Offeror will take appropriate steps to restore the sufficient public

float of the Shares after the close of the Share Offer accordingly.

INVESTIGATION AND LITIGATION SUPPORT AGREEMENT

6

On [*], 2020, Clear Channel, the Offeror and the Company entered into the Investigation

and Litigation Support Agreement to formalize the Company’s provision of support to Clear

Channel in respect of the investigation, defense and settlement of the US Investigations, which is

an existing arrangement that has been in place since March 2018.

Actual costs properly incurred by the Company for performance of the obligations or activities

contemplated under the Investigation and Litigation Support Agreement would be paid for by

Clear Channel. Clear Channel undertakes to indemnify and hold each of the Indemnified Parties

harmless from and against any costs (including legal costs), expenses, fines, losses, damages or

liabilities which any Indemnified Party may suffer or properly incur in relation to the decision to

enter the Investigation and Litigation Support Agreement, the execution of the Investigation and

Litigation Support Agreement, and/or the proper performance of the matters contemplated under

the Investigation and Litigation Support Agreement except for any indirect or consequential

losses. In respect of the proper performance of the matters contemplated in the Investigation and

Litigation Support Agreement, the indemnity does not extend to losses which are finally judicially

determined by a court of competent jurisdiction to have arisen from an Indemnified Party’s fraud,

willful default or gross negligence.

The Investigation and Litigation Support Agreement has a maximum term of two (2) years

from the date of its execution.

As at the date of this joint announcement, the Company is held as to approximately 50.91%

by Clear Channel KNR, which is an indirect wholly owned subsidiary of Clear Channel.

Therefore, Clear Channel is a connected person of the Company under the Listing Rules. As

such, the Investigation and Litigation Support Agreement constitutes a continuing

connected transaction for the Company under Chapter 14A of the Listing Rules. As there is

no consideration contemplated under the Investigation and Litigation Support Agreement,

such continuing connected transaction falls within the de minimis threshold as stipulated

under Rule 14A.76(1) of the Listing Rules and therefore is exempt from reporting,

announcement and independent shareholders’ approval requirements under Chapter 14A of

the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL

ADVISER

The Independent Board Committee, comprising Mr. Zhu Jia, Mr. Robert Gazzi, Mr. Wang

Shou Zhi, Mr. Thomas Manning and Mr. Christopher Thomas, has been formed to advise

the Shareholders and the Optionholders as to whether the terms of the Offers are, or are not,

fair and reasonable and as to acceptance of the Offers.

The Independent Financial Adviser will be appointed, with the approval of the Independent

Board Committee, to advise the Independent Board Committee, the Shareholders and the

Optionholders in respect of the Offers. A further announcement will be made by the Company

as soon as possible after the appointment of the Independent Financial Adviser.

7

COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the offer

document containing, among other matters, the terms and conditions of the Offers and the

forms of acceptance of the Share Offer and the Option Offer to the Shareholders and the

Optionholders within 21 days of the date of this joint announcement or such later date to

which the Executive may consent.

It is the intention of the Offeror and the Board to combine the offer document and the

offeree board circular into a composite document.

Accordingly, the Composite Document (accompanied by the forms of acceptance of the

Share Offer and the Option Offer) in connection with the Offers setting out, inter alia, (i)

details of the Offers (including the expected timetable); (ii) a letter of recommendation from

the Independent Board Committee to the Disinterested Shareholders; and (iii) a letter of

advice from the Independent Financial Adviser to the Independent Board Committee in

respect of the Offers, is expected to be despatched jointly by the Offeror and the Company

to the Shareholders and the Optionholders.

[RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended

with effect from 9:00 a.m. on [*], 2020 pending the release of this joint announcement. An

application has been made to the Stock Exchange for the resumption of trading in the

Shares on the Stock Exchange from 9:00 a.m. on [*], 2020.] [Note: to delete if no trading

halt]

WARNING: Shareholders, Optionholders and/or potential investors of the Company

should note that the Share Offer is subject to the satisfaction or waiver (where applicable)

of the Conditions and the Option Offer is subject to and conditional upon the Share Offer

becoming or being declared unconditional in all respects. Accordingly, the Offers may or

may not become unconditional. Shareholders, Optionholders and/or potential investors of

the Company should therefore exercise caution when dealing in the securities of the

Company. Persons who are in doubt as to the action they should take should consult their

licensed securities dealers or registered institutions in securities, bank managers,

solicitors, professional accountants or other professional advisers.

INTRODUCTION

Reference is made to the Rule 3.7 Announcement of the Company dated November 29, 2019

and the monthly updates in the form of the Company’s announcements dated December 27,

2019, January 24, 2020, February 24, 2020 and March 24, 2020 regarding its controlling

shareholder, Clear Channel’s preliminary strategic review of its stake of approximately 50.91% in

the Company, which may or may not lead to a sale of all or part of its Shares in the Company.

8

The Offeror and the Company jointly announce that CLSA Limited and CICC will, for and on

behalf of the Offeror, make a voluntary conditional cash offer to acquire all of the Shares in the

entire issued share capital of the Company, and to cancel all outstanding Options in

compliance with Rule 13.5 of the Takeovers Code.

As at the date of this joint announcement, there are 541,700,500 Shares in issue. Mr. Han Zi

Jing, an executive Director and a party acting in concert with the Offeror, is the owner of

6,600,000 Shares, representing approximately 1.22% of the issued share capital of the

Company.

Save for the 6,600,000 Shares, the Offeror and parties acting in concert with it are not

interested in any other Shares as at the date of this joint announcement. Save for the aforesaid

and the 5,283,000 Options, the Company has no other relevant securities (as defined in Note 4

to Rule 22 of the Takeovers Code) outstanding as at the date of this joint announcement.

THE OFFERS

The Share Offer

CLSA Limited and CICC will make the Share Offer for and on behalf of the Offeror in

compliance with the Takeovers Code on the following basis:

For each Offer Share ............................................................................. HK$[*] in cash

If, after the date of the despatch of the Composite Document, any dividend and/or other

distribution and/or other return of capital is announced, declared or paid in respect of the

Shares, the Offeror reserves the right to reduce the Share Offer Price by all or any part of the

amount or value of such dividend, distribution and/or, as the case may be, return of capital, in

which case any reference in this joint announcement, the Composite Document or any other

announcement or document to the Share Offer Price will be deemed to be a reference to the

Share Offer Price as so reduced.

The Offer Shares to be acquired under the Share Offer shall be fully paid and free from any

Encumbrances and together with all rights and entitlements attaching or accruing thereto

including, without limitation, the right to receive all dividends and other distributions, if any,

the record date of which is on or after the date on which the Offers are made (i.e. the date of

the despatch of the Composite Document).

The Company confirms that as at the date of this joint announcement, (a) it has not declared

any dividend, the record date of which falls on or after the expected date of despatch of the

Composite Document; and (b) it does not have any intention to make, declare or pay any future

dividend or make other distributions until the close of the Offers.

The Offeror will not increase the Share Offer Price for the Share Offer as set out above.

Shareholders and potential investors of the Company should be aware that, following the

making of this statement, the Offeror will not be allowed to increase the Share Offer

9

Price and the Offeror does not reserve the right to increase the Share Offer Price.

The Share Offer Price

The Share Offer Price of HK$[*] per Offer Share represents:

(a) a [premium/discount] of approximately [*]% [over/to] the closing price of HK$[4.74] per

Share as quoted on the Stock Exchange on November 29, 2019, the last trading day prior

to the publication of the Rule 3.7 Announcement;

(b) a [premium/discount] of approximately [*]% [over/to] the closing price of HK$[*] per

Share as quoted on the Stock Exchange on the Last Trading Day;

(c) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [five] consecutive trading days up to

and including the last trading day prior to the publication of the Rule 3.7 Announcement of

approximately HK$[4.32] per Share;

(d) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [30] consecutive trading days up to and

including the last trading day prior to the publication of the Rule 3.7 Announcement of

approximately HK$[3.81] per Share;

(e) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [60] consecutive trading days up to and

including the last trading day prior to the publication of the Rule 3.7 Announcement of

approximately HK$[3.85] per Share;

(f) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [90] consecutive trading days up to and

including the last trading day prior to the publication of the Rule 3.7 Announcement of

approximately HK$[4.09] per Share;

(g) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [30] consecutive trading days up to and

including the Last Trading Day of approximately HK$[*] per Share;

(h) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [60] consecutive trading days up to and

including the Last Trading Day of approximately HK$[*] per Share;

(i) a [premium/discount] of approximately [*]% [over/to] the average of the closing prices of

the Shares as quoted on the Stock Exchange for the [90] consecutive trading days up to and

including the Last Trading Day of approximately HK$[*] per Share; and

(j) a [premium/discount] of approximately [*]% [over/to] the audited consolidated net asset

value attributable to the Shareholders per Share of approximately HK$[4.58] as at

10

December 31, 2019, based on the exchange rate of RMB1 to HK$[1.13]).

Highest and Lowest Share Prices

During the six-month period immediately prior to November 29, 2019 (being the date of

publication of the Rule 3.7 Announcement and the commencement of the offer period (as

defined under the Takeovers Code)) up to and including the Last Trading Day, the highest

closing price per Share as quoted on the Stock Exchange was HK$5.83 on May 29, 2019 and

the lowest closing price per Share as quoted on the Stock Exchange was HK$3.53 on October

25, 2019.

The Option Offer

CLSA Limited and CICC will make the Option Offer for and on behalf of the Offeror to the

Optionholders in accordance with Rule 13 of the Takeovers Code to cancel all the outstanding

Options in exchange of cash on the following basis:

For cancellation of each of the outstanding Options . . . . . . . . . . . . . . . . . . . . . . . HK$0.00001 in

cash

As at the date of this joint announcement, there are 5,283,000 outstanding Options granted

under the Existing Share Option Scheme, carrying rights to subscribe for 5,283,000 new

Shares. 3,800,000 of the outstanding Options have an exercise price of HK$9.54 per Share, and

the remaining 1,483,000 outstanding Options have an exercise price of HK$8.99 per Share.

As at the date of this joint announcement, Mr. Han Zi Jing, an executive Director and a party

acting in concert with the Offeror, holds the Options to subscribe for 1,333,000 new Shares, of

which 1,000,000 Options have an exercise price of HK$9.54 per Share and 333,000 Options

have an exercise price of HK$8.99 per Share.

Pursuant to Rule 13 of the Takeovers Code, the Offeror will make an appropriate cash offer to

the Optionholders for cancellation of all the outstanding Options. The price for the cancellation

of each Option accepted under the Option Offer should normally be the see-through price

which represents the excess of the Share Offer Price over the exercise price of each Option. As

the Share Offer Price, which is HK$[*] per Offer Share, is lower than the exercise prices of all

outstanding Options as set out above, all outstanding Options are currently out-of-money. As

such, the Option Offer will be made with HK$0.00001 in cash for the cancellation of each

outstanding Option.

Following acceptance of the Option Offer in respect of each Option, such Option together with

all rights attaching thereto will be entirely cancelled and renounced.

Value of the Offers

As at the date of this joint announcement, there are 541,700,500 Shares in issue and 5,283,000

outstanding Options. There are no other outstanding warrants, options, derivatives or securities

11

convertible into Shares and the Company has not entered into any agreement for the issue of

such warrants, options, derivatives or securities convertible into Shares as at the date of this

joint announcement.

On the assumption that (i) no Option is exercised before the close of the Option Offer (as all

Options are currently out-of-money and the Share Offer Price is lower than the exercise

prices of all outstanding Options) and (ii) the Offers are accepted in full, the value of the

Share Offer is approximately HK$[*] million and the value of the Option Offer is HK$52.83.

In aggregate, the Offers are valued at approximately HK$[*] million.

Confirmation of financial resources

The Offeror intends to finance the Offers Consideration by way of (a) firstly, its Internal

Funding for up to 60% of the maximum amount of the Offers Consideration, and (b)

secondly and when the Internal Funding is fully utilized, the External Financing for up to

40% of the maximum amount of the Offers Consideration.

(a) The Internal Funding of the Offeror will be provided by the Investor Shareholders on a

pro rata basis in proportion to their respective shareholding in City Lead amongst

themselves; and

(b) The External Financing is taken out by the Offeror as the borrower and will be utilized

only after the Internal Funding is fully utilized. As the security for the External Financing,

(i) the Offeror is required to charge the Shares to be acquired by it under the Share Offer

in favor of CNCBI, (ii) City Lead is required to charge all of its shares in the Offeror in

favor of CNCBI and (iii) Forward Elite is required to charge all of its shares in City Lead

in favor of CNCBI, in each case with CNCBI acting as the security agent for the Lenders

of the External Financing. In addition, Mr. Han Zi Jing has provided a personal guarantee in

favor of CNCBI as the agent for the Lenders of the External Financing, and each of Forward

Elite and City Lead has provided a corporate guarantee in favor of the Lenders of the

External Financing, in respect of all amounts due under the External Financing. The

Investor Shareholders are not required to provide any direct security or guarantee in

respect of the External Financing, except that each of Antfin and JCDI has provided comfort

letters to CNCBI as agent for the Lenders of the External Financing as credit support.

CLSA Capital Markets and CICC, as the financial advisers to the Offeror in respect of the

Offers, are satisfied that sufficient financial resources are available to the Offeror to satisfy

full acceptance of the Offers.

Conditions of the Share Offer

The Share Offer is conditional upon the satisfaction or waiver of the following Conditions:

(a) valid acceptances of the Share Offer being received (and not, where permitted, withdrawn)

by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to

12

the Takeovers Code, decide) in respect of such number of Shares which, together with the

Shares acquired or agreed to be acquired before or during the Offers, will result in the

Offeror holding more than 50.1% of the voting rights of the Company;

(b) no event having occurred which would make any of the Offers or the acquisition of any of

the Offer Shares or the cancellation of the Options under the Option Offer void,

unenforceable or illegal or prohibit the implementation of any of the Offers or would

impose any additional material conditions or obligations with respect to any of the Offers

or any part thereof; and

(c) no relevant government, governmental, quasi-government, statutory or regulatory body,

court or agency in Hong Kong or any other jurisdictions having taken or instituted any

action, proceeding, suit, investigation or enquiry (or enacted, made or proposed, and there

not continuing to be outstanding, any statute, regulation, demand or order) that would

make any of the Offers or its implementation in accordance with its terms void,

unenforceable, illegal or impracticable (or which would impose any material and adverse

conditions or obligations with respect to any of the Offers or its implementation in

accordance with its terms).

The Offeror reserves the right to waive, in whole or in part, all or any of the Conditions set

out above (other than Condition (a)).

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke

Condition (b), or (c) so as to cause the Share Offer to lapse unless the circumstances which

give rise to the right to invoke such Condition are of material significance to the Offeror in

the context of the Offers.

In accordance with Rule 15.3 of the Takeovers Code, the Offeror must publish an

announcement when the Share Offer becomes unconditional as to acceptances and when the

Offers become unconditional in all respects. The Offers must also remain open for

acceptance for at least 14 days after the Offers become unconditional in all respects.

Shareholders and Optionholders are reminded that the Offeror does not have any obligation

to keep the Offers open for acceptance beyond this 14-day period.

The Option Offer is subject to and conditional upon the Share Offer becoming or being

declared unconditional in all respects.

Effect of Accepting the Offers

Acceptance of the Share Offer will constitute a warranty to the Offeror by each person

accepting it that the Shares acquired under the Share Offer and sold by such persons are free

from any Encumbrances and together with all rights and entitlements attaching or accruing

thereto including, without limitation, the right to receive all dividends and other distributions,

if any, the record date of which is on or after the date on which the Offers are made (i.e. the

date of the despatch of the Composite Document).

13

Following acceptance of the Option Offer, the relevant Options together with all rights

attaching thereto will be entirely cancelled and renounced.

Acceptance of the Offers would be irrevocable and would not be capable of being withdrawn,

subject to the provisions of the Takeovers Code. Rule 17 of the Takeovers Code provides that an

acceptor of the Offers shall be entitled to withdraw his/her/its acceptance after 21 days from the first

closing date of the Offers if the Offers have not by then become unconditional as to acceptances.

Overseas Shareholders and Optionholders

The making of the Share Offer to the Shareholders and the Option Offer to the Optionholders

who are citizens, residents or nationals of jurisdictions outside Hong Kong may be subject to

the laws of the relevant jurisdictions. Such Shareholders and Optionholders may be prohibited

or affected by the laws of the relevant jurisdictions and it is the responsibility of each such

Shareholder or Optionholder who wishes to accept the Share Offer and the Option Offer

respectively to satisfy himself/herself/itself as to the full observance of the laws of the relevant

jurisdiction in connection therewith, including the obtaining of any governmental, exchange

control or other consents, or filing and registration requirements which may be required to

comply with all necessary formalities or legal or regulatory requirements and the payment of

any transfer or other taxes due from such Shareholder or Optionholder in such relevant

jurisdictions.

Any acceptance by any Shareholder or Optionholder will be deemed to constitute a

representation and warranty from such Shareholder or Optionholder to the Offeror and

that all laws, regulations and requirements applicable to that Shareholder or

Optionholder have been complied with and that the Share Offer and the Option Offer can

be lawfully accepted by such Shareholder and Optionholder respectively under the laws

and regulations of the relevant jurisdiction. Shareholders and Optionholders should

consult their professional advisers if in doubt.

The Shareholders and the Optionholders are encouraged to read the Composite

Document carefully, including the advice of the Independent Financial Adviser to the

Independent Board Committee and the recommendation from the Independent Board

Committee to the Shareholders and Optionholders (i) as to whether the Offers are, or are

not, fair and reasonable; and (ii) as to acceptance of the Offers.

Taxation advice

None of the Offeror, the Company, their ultimate beneficial owners and parties acting in concert with

any of them, CLSA Limited, CLSA Capital Markets and CICC, Independent Financial Adviser or

any of their respective directors or advisers or any persons involved in the Offers is in a position to

advise Shareholders and/or Optionholders on their own tax implications in any relevant jurisdiction.

Shareholders and Optionholders are recommended to consult their own professional advisers if they

are in any doubt as to the taxation implications in any relevant jurisdiction of accepting or rejecting

the Offers.

14

None of the Offeror, the Company, their ultimate beneficial owners and parties acting in concert with

any of them, CLSA Limited, CLSA Capital Markets and CICC, Independent Financial Adviser,

the share registrar of the Company or any of their respective directors, officers, associates or advisers

or any persons involved in the Offers accepts responsibility for any taxation effects on, or liabilities

of, any person or persons as a result of the acceptance or rejection of the Offers by any Shareholder

and/or Optionholder.

Stamp Duty

Seller’s ad valorem stamp duty at a rate of 0.1% of the market value of the Shares or

consideration payable by the Offeror in respect of the relevant acceptances of the Share Offer,

whichever is higher, will be deducted from the amount payable to the relevant Shareholder on

acceptance of the Share Offer. The Offeror will arrange for payment of the sellers’ ad valorem

stamp duty on behalf of accepting Shareholders and pay the buyer’s ad valorem stamp duty in

connection with the acceptance of the Share Offer and the transfer of the Shares.

No stamp duty is payable in connection with the Option Offer.

Payment

Payment in cash in respect of acceptance of the Offers will be made as soon as possible but in

any event within seven business days (as defined under the Takeovers Code) after the later of

(i) the date on which the Offers become, or are declared, unconditional in all respects and (ii)

the date on which the duly completed acceptance of the Offers and the relevant documents of

title in respect of such acceptance are received by the Offeror (or its agent). The Offeror shall,

or shall procure CLSA Limited or CICC or their respective agents to, duly execute payment

cheques for payment of consideration for offer acceptance under the Offers and make available

sufficient funds in the relevant Offeror’s bank account for payment of consideration under the

Offers by the Offeror in compliance with the Takeovers Code until the earlier of (a) the date on

which the relevant securities holders are paid following the deposit and presentation of their

payment cheques, and (b) the expiry date of six months after the date of issue of the relevant

cheques (“Payment Deadline”). The Offeror shall, and shall procure CLSA Limited or CICC or

their respective agents shall not revoke payment instructions to the relevant receiving bank

issuing the payment cheques in any circumstances before the Payment Deadline. In the event

that a payment cheque is lost by the relevant securities holder or the clearance of such payment

cheque cannot be effected before the Payment Deadline due to suspension or disruption of

international travel or courier services to or from Hong Kong, provided that the relevant

securities holder notifies the Offeror in writing of such circumstances before the Payment

Deadline, the Offeror shall, and/or shall procure CLSA Limited or CICC or their respective

agents shall revoke payment instructions in respect of the original payment cheque and provide

that relevant securities holder with a replacement cheque as soon as reasonably practicable and

the Offeror will set aside the amount in respect of such unpresented cheque in the Offeror’s

escrow account co-managed by the Offeror and CLSA Capital Markets or a separate deposit

account designated by the Offeror until the earlier of (i) the date on which the relevant

securities holder is paid following the deposit and presentation of its cheque; and (ii) the expiry

15

of six years from the date of this announcement.

Interests of the Offeror and Parties Acting in Concert with it in the Shares

As at the date of this joint announcement, Mr. Han Zi Jing, an executive Director and a party

acting in concert with the Offeror, holds 6,600,000 Shares, representing approximately 1.22%

of the total issued Shares.

As at the date of this joint announcement, Mr. Han Zi Jing, an executive Director and a party

acting in concert with the Offeror, holds Options to subscribe for 1,333,000 new Shares, of

which 1,000,000 Options have an exercise price of HK$9.54 per Share and 333,000 Options

have an exercise price of HK$8.99 per Share.

Save as aforesaid, as at the date of this joint announcement, none of the Offeror and parties

acting in concert with it owns, controls or has direction over any Shares or holds any

convertible securities, warrants, options or derivatives in respect of the Shares.

Other Information

The Offeror confirms that, as at the date of this joint announcement:

(a) save for 6,600,000 Shares and the 1,333,000 Options held by Mr. Han Zi Jing, none of the

Offeror or the parties acting in concert with it owns or has control or direction over any

voting rights or rights over the Shares, options, derivatives, warrants or other securities

convertible into Shares;

(b) save for the Clear Channel KNR Undertaking, none of the Offeror or parties acting in

concert with it has received any irrevocable commitment to accept or reject the Offers;

(c) save for the Shareholders’ Agreement, the Clear Channel KNR Undertaking, FE Deed of

Indemnity, the share mortgage executed by City Lead to charge all of its shares in the

Offeror in favor of CNCBI and the share mortgage executed by the Offeror to charge the

Shares to be acquired by it under the Share Offer in favor of CNCBI, there is no

arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in

Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Offeror or the

Company and which might be material to the Offers;

(d) there is no agreement or arrangement to which the Offeror or parties acting in concert with

it is a party which relates to circumstances in which it may or may not invoke or seek to

invoke a pre-condition or a condition to the Offers;

(e) none of the Offeror or parties acting in concert with it has entered into any arrangements or

contracts in relation to any outstanding derivative in respect of the securities in the

Company;

(f) there is no understanding, arrangement or agreement which constitutes a special deal between the

Offeror or parties acting in concert with it on one hand and Clear Channel KNR and its concert

16

parties on the other hand;

(g) there is no other consideration, compensation or benefit in whatever form paid or to be paid by

the Offeror or parties acting in concert with it to Clear Channel KNR or parties acting in concert

with it in relation to the Offer Shares and Options under the Offers, other than the Share Offer

Price and the Option Offer Price;

(h) none of the Offeror or parties acting in concert with it has borrowed or lent any relevant

securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company; and

(i) none of the Offeror and parties acting in concert with it has dealt in the Shares, options,

derivatives, warrants and/or other securities convertible into Shares during the six-months

period prior to the date of the Rule 3.7 Announcement up to the date of this joint

announcement.

As at the date of this joint announcement, there is no understanding, arrangement or agreement

which constitute a special deal (as defined under Rule 25 of the Takeovers Code) between any

Shareholder on the one hand, and the Offeror and parties acting in concert with it on the other

hand.

The Company confirms that, as at the date of this joint announcement, there is no

understanding, arrangement or agreement which constitute a special deal (as defined under

Rule 25 of the Takeovers Code) between any Shareholders on the one hand, and the Company,

its subsidiaries or associated companies on the other hand.

NOTICE TO US INVESTORS

The receipt of cash pursuant to the Offers by a US Shareholder pursuant to the Offer may be a

taxable transaction for US federal income tax purposes and under applicable US state and local,

as well as foreign and other tax laws. Each Shareholder is urged to consult his/her independent

professional adviser immediately regarding the tax consequences of the Offer applicable to

him/her.

It may be difficult for the US Shareholders to enforce their rights and claims arising out of the

US federal securities laws, since the Offeror and the Company are located in a country other

than the US, and some or all of their officers and directors may be residents of a country other

than the US. The US Shareholders may not be able to sue a non-US company or its officers or

directors in a non-US court for violations of the US securities laws. Further, it may be difficult

to compel a non-US company and its affiliates to subject themselves to a US court’s

judgement.

IRREVOCABLE UNDERTAKING

Clear Channel KNR Undertaking

On [*], 2020, Clear Channel KNR gave the Clear Channel KNR Undertaking in favor of the

Offeror, pursuant to which Clear Channel KNR has irrevocably undertaken to the Offeror to

17

accept the Share Offer in respect of 275,789,081 Shares held by Clear Channel KNR.

As at the date of this joint announcement, Clear Channel KNR is interested in 275,789,081

Shares, representing approximately 50.91% of the issued share capital of the Company.

The main terms and conditions of the Clear Channel KNR Undertaking are set out as follows:

(a) Clear Channel KNR will irrevocably accept the Share Offer in respect of all of the Sale

Shares within seven business days following the date of despatch of the Composite

Document, or, to the extent that international travel or courier services to Hong Kong are

suspended or delayed, as soon as possible but in any event within 21 days after the date of

despatch of the Composite Document, on such terms and subject to such Conditions of the

Share Offer as set out in the Composite Document. The Sale Shares, once tendered, will be

acquired by the Offeror on such terms and subject to such conditions of the Share Offer as

set out in the Composite Document, free from all Encumbrances and with all rights to

dividends and other distributions from the date of despatch of the Composite Document;

(b) subject to the confidentiality obligations and fiduciary duty of any director who is an

employee of any of the affiliated entities of Clear Channel KNR on the board of directors

of the Company as well as compliance with all applicable laws and regulation, if Clear

Channel KNR is aware of any changes, effects, facts, events or circumstances which have

materially and adversely affected, or would be reasonably expected to materially and

adversely affect, the fulfilment of Conditions (b) to (c) of the Share Offer (other than

Condition (a) of the Share Offer in relation to the acceptance level) as set out in this joint

announcement at or before 8:30 a.m. on the date of despatch of the Composite Document,

Clear Channel KNR shall notify the Offeror in writing as soon as reasonably practicable

after Clear Channel KNR becomes aware of it, provided always that Clear Channel KNR

will not give any notification to the Offeror if the facts involve inside information (as defined

under the SFO) in relation to the Company and Clear Channel KNR will only give

notification to the Offeror in compliance with all applicable laws and regulation; and

(c) notwithstanding the Takeovers Code or the terms of the Share Offer may confer a right of

withdrawal on the accepting Shareholders, Clear Channel KNR shall not withdraw its

acceptance of the Share Offer in respect of the Sale Shares.

Clear Channel KNR shall be entitled to terminate the Clear Channel KNR Undertaking by notice

in writing to the Offeror upon the occurrence of any of the following termination events:

(a) this joint announcement failing to be published at or before 11:00 p.m. on [April] [*],

2020 or such later date as may be agreed between the Offeror and Clear Channel KNR;

(b) the Share Offer Price or Conditions of the Share Offer or any of the terms and conditions

in this joint announcement being amended without the prior written consent of Clear

Channel KNR (such consent not to be unreasonably withheld, delayed or conditioned),

except any increase in the Share Offer Price or any other change which does not have any

material adverse effect on Clear Channel KNR or its affiliates;

(c) the Composite Document failing to be despatched within 21 days of the date of this joint

18

announcement or within such longer period as the Offeror may with the written consent

of the Executive determine, but in any event within 42 days of the date of this joint

announcement; or

(d) the Share Offer lapsing or being withdrawn (with the consent of the Executive, as

applicable).

In the event of the termination of the Clear Channel KNR Undertaking by Clear Channel KNR

upon the occurrence of any of the termination events, the Clear Channel KNR Undertaking shall

be terminated and be of no further force and effect subject to any antecedent breaches and such

termination shall not affect any rights accrued by the parties to the Clear Channel KNR

Undertaking prior to termination.

LISTING STATUS AND POSSIBLE COMPULSORY ACQUISITION

If the Offeror acquires not less than 90% of the Offer Shares and not less than 90% of the

Disinterested Shares within the Compulsory Acquisition Entitlement Period, it intends (but is

not obliged) to exercise the right under the Bermuda Companies Act and pursuant to Rule

2.11 of the Takeovers Code to compulsorily acquire all those Shares not acquired by the

Offeror under the Share Offer.

Pursuant to Rule 15.6 of the Takeovers Code, where the Offeror has stated in the Composite

Document its intention to avail itself of any powers of compulsory acquisition, the Share

Offer may not remain open for acceptance for more than four months from the despatch date

of the Composite Document, unless the Offeror has, by that time, become entitled to exercise

such powers of compulsory acquisition, in which event it must do so without delay.

On completion of the compulsory acquisition process (if the compulsory acquisition right is

exercised), the Company will be beneficially owned as to 100% by the Offeror and an

application will be made for the withdrawal of the listing of the Shares from the Stock

Exchange pursuant to Rule 6.15 of the Listing Rules.

If the Offer Shares validly tendered for acceptance under the Share Offer are less than 90%

of the Offer Shares or less than 90% of the Disinterested Shares during the Compulsory

Acquisition Entitlement Period, the Offeror will not be entitled to exercise the compulsory

acquisition right and therefore the Company will not be delisted from the Stock Exchange.

PUBLIC FLOAT

According to the Listing Rules, if, upon the close of the Share Offer, the Offeror does not

become entitled to exercise the power of compulsory acquisition under the Bermuda

Companies Act (or the Offeror does not exercise such power of compulsory acquisition) and

less than 25% of the issued Shares are held by the public, or if the Stock Exchange believes

that a false market exists or may exist in the trading of the Shares or there are insufficient

Shares in public hands to maintain an orderly market, then the Stock Exchange will consider

exercising its discretion to suspend dealings in the Shares until appropriate steps have been

19

taken to restore the minimum percentage of the Shares in public hands. In such

circumstances, the Offeror will take appropriate steps to restore the sufficient public float of

the Shares after the close of the Share Offer accordingly.

SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company as at the date of this joint announcement is set out

below:

As at the date of this joint

announcement

Shareholders

Number of

Shares

Approximate

percentage of

shareholding

Offeror and parties acting in concert with it

Offeror 0 0%

Mr. Han Zi Jing (Note 1) 6,600,000 1.22%

Disinterested Shareholders

Clear Channel KNR (Note 2) 275,789,081 50.91%

International Value Advisers, LLC (Note 3) [83,927,850] [15.49]%

Mittleman Brothers, LLC (Notes 3) [37,871,310] [6.99]%

Other public Shareholders [*] [*]%

Total

541,700,500

100.00

Notes:

1. The 6,600,000 shares are held by Outdoor Media China, Inc., a company incorporated in Western

Samoa of Offshore Chambers and wholly owned by Golden Profits Consultants Limited, which is held as to approximately 94.5% by Mr. Han Zi Jing.

2. As the date of this joint announcement, Clear Channel KNR is an indirect wholly owned subsidiary of Clear Channel, which is listed on the New York Stock Exchange.

3. Based on their latest disclosure of interest filings pursuant to Part XV of the SFO and/or their

dealing disclosure filings under the Takeovers Code.

INFORMATION ON THE GROUP

Principal activities

The Company is the largest operator of bus shelter advertising panels in the PRC, with leading

20

market share of more than 70% in top-tier cities, and broad presence in the fastest growing

cities across the country and provides one-stop solutions for nationwide advertising campaigns

to the customers.

Financial Information

Set out below is a summary of the financial information of the Group extracted from (i) the

annual reports of the Company for the two years ended December 31, 2018 and December 31,

2017; and (iii) the annual results announcement of the Company for the year ended December

31, 2019.

Year

ended

December

31, 2019

Year ended

December 31, 2018

Year ended

December 31,

2017

(audited) (audited) (audited)

(RMB’000) (RMB’000) (RMB’000)

Revenue 1,445,850 1,803,664 1,706,306

Profit/(loss) before

taxation (93,328) 361,039 400,076

Profit/(loss) after

taxation (84,138) 254,358 280,639

As at December

31,

2019

As at

December 31,

2018

As at

December 31,

2017

(audited) (audited) (audited)

(RMB’000) (RMB’000) (RMB’000)

Total assets 5,116,476 3,441,774 3,169,620

Total liabilities 2,787,440 927,321 829,720

Net assets 2,329,036 2,514,453 2,339,900

INFORMATION OF THE OFFEROR

The Offeror is an investment holding company incorporated in the Cayman Islands with

limited liability and is wholly owned by City Lead, which is held as to 40% by Forward Elite,

30% by Antfin, 23% by JCDI and 7% by CWG Fund.

21

Forward Elite is an investment holding company incorporated in the British Virgin Islands with

limited liability and is wholly owned by Mr. Han Zi Jing.

Antfin is an investment holding company incorporated in Hong Kong and an indirect wholly-

owned subsidiary of Ant Financial. Ant Financial is a company incorporated in the PRC and

together with its ecosystem partners is engaged in businesses that bring financial services to

individuals and small and micro-sized individual customer and small businesses worldwide.

Ant Financial is owned as to approximately 50% by two limited liability partnerships

established in the PRC, whose general partner is wholly-owned by Mr. Jack Ma, and as to 33%

by Alibaba Group Holding Limited indirectly (a company listed on the New York Stock

Exchange, stock symbol BABA, and the Hong Kong Stock Exchange, stock code 9988), and

the remaining interest by other shareholders.

JCDI is a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of

JCDecaux, a company incorporated in France and listed on Euronext Paris (stock code: DEC).

JCDecaux Group is the premium outdoor advertising corporation in the world and a

multinational corporation headquartered in France.

CWG Fund is an exempted limited partnership registered under the laws of the Cayman

Islands, principally engaged in investment holding, whose general partner is JT China Wealth

Management Limited and whose sole limited partner is Empyrean Management (Hong Kong)

Limited (九天管理（⾹ 港）有限公司 ), which is in turn wholly-owned by JIC Capital

Management (Tianjin) Limited, a PRC state-owned enterprise and principally engaged in

private equity investment.

SHAREHOLDERS’ AGREEMENT

On [●], 2020, Forward Elite, Antfin, JCDI, CWG Fund, City Lead, and the Offeror entered into

the Shareholders’ Agreement, pursuant to which they have agreed, amongst other things, that:

(a) Corporate Governance

Certain material actions and decisions of City Lead, the Offeror and the Group Companies,

including any material decisions relating to the Offers, changes in share capital, changes in

constitutional documents, liquidation of any of the relevant entities, declaration and payment of

dividends, entry into related party transactions, and approval or amendment to equity incentive

plans, shall not be made without obtaining the prior written consent of each of Forward Elite,

Antfin, JCDI, and CWG Fund, provided that, with respect to the actions and decisions of the

Group Companies, such requirements shall only apply upon the Offeror acquiring more than 50%

of the total issued share capital of the Company, and shall be subject to compliance with the

Listing Rules until the Company becomes delisted from the Stock Exchange.

Each of City Lead and the Offeror shall have up to five (5) directors, of which Forward Elite

shall have the right to nominate two (2) directors, Antfin shall have the right to nominate one

(1) director, JCDI shall have the right to nominate one (1) director and CWG Fund shall have

22

the right to nominate one (1) director.

Subject to compliance with the applicable laws (including the Takeovers Code and the Listing

Rules), for so long as the Company remains listed on the Stock Exchange, the parties shall

procure that the Company shall have a Board of Directors consisting of eight (8) Directors, of

which (a) Forward Elite shall have the right to nominate two (2) Directors, (b) Antfin shall have

the right to nominate one (1) Director, (c) JCDI shall have the right to nominate one (1)

Director, (d) CWG Fund shall have the right to nominate one (1) Director, and (e) three (3)

Directors shall be independent non-executive Directors nominated and appointed in accordance

with the Listing Rules.

As soon as practicable following the date on which the Company becomes delisted from the

Stock Exchange, the Parties shall cause the board of directors of each company in the Group to

be constituted in the same manner as the board composition for City Lead and the Offeror as

described above.

As at the date of this joint announcement, Mr. Han Zi Jing, Ms. Junrong Zhao, Mr. Chen Liang,

Mr. Hon Chiu Stephen Wong and Ms. Fei Fei Shum are the directors of each of the Offeror and

City Lead.

(b) Pre-emptive rights

Each of Forward Elite, Antfin, JCDI and CWG Fund shall have customary pre-emptive rights

in respect of issuance of new securities by City Lead.

(c) Inter-shareholder lending

It is noted that Forward Elite has not provided any actual funding for the Offers

Consideration. The Shareholders’ Agreement provides that, as amongst Forward Elite and the

Investor Shareholders, Forward Elite shall be responsible for providing funds for repayment

of the External Financing.

If all of the Offer Shares are acquired under the Share Offer, then the amount of External

Financing (which can be utilized only after the Internal Funding has been fully utilized and

can cover 40% of the maximum amount of the Offers Consideration) will fully cover

Forward Elite’s pro rata contribution to the Offers Consideration, determined based on its

40% shareholding in City Lead.

If less than all of the Offer Shares are acquired under the Share Offer, the External Financing

(which can only be utilized after the Internal Funding has been fully utilized) will not cover

Forward Elite’s required pro rata contribution to the Offers Consideration (determined based

on its 40% shareholding in City Lead). In such circumstances, the Investor Shareholders’

contribution to the Offers will exceed their pro rata share of the Offers Consideration

(determined based on their shareholding in City Lead) (the excess from each Investor

Shareholder being its “Excess Contribution”). The Shareholders’ Agreement provides that,

where such Excess Contribution by Investor Shareholders arises, Forward Elite shall be

23

deemed to have loaned from each of the Investor Shareholders, an amount equal to its Excess

Contribution (collectively, the “Initial Funding Inter-shareholder Loans”). All Initial

Funding Inter-shareholder Loans shall be repaid in parallel with, and in proportion to, the

repayment of the External Financing in accordance with the repayment schedule of the

External Financing, and shall be repaid in full by no later than the date of full repayment of

the External Financing.

To the extent that the Offeror uses any of its funds (which were originally available for

distribution to City Lead and ultimately the shareholders of City Lead) to repay the External

Financing, the Shareholders’ Agreement provides that Forward Elite shall be deemed to have

loaned from each Investor Shareholder an amount equal to that Investor Shareholder’s pro

rata share of the relevant funds of the Offeror (determined based on its shareholding in City

Lead) (the “Bidco Repayment Inter-shareholder Loans”, and together with the Initial

Funding Inter-shareholder Loans, the “Inter-shareholder Loans”). All Bidco Repayment

Inter-shareholder Loans shall be repaid in full by no later than 18 months following the date

of full repayment of the External Financing.

In the event of default in any repayment of the Inter-shareholder Loans, the Investor

Shareholders may (subject to the security documents under the External Financing) require

Forward Elite to sell the shares in City Lead held by it and its affiliates, and apply the

proceeds of such sale towards satisfaction of any outstanding amount under the Inter-

shareholder Loans.

The following worked examples illustrate the Inter-shareholder Loans arrangements in the

event that the acceptance level of the Share Offer is 100%, 70% and 55% respectively,

assuming there is no change in the number of Shares between the date of this joint

announcement and the Closing Date:

Assuming that the acceptance level is 100% and the Offers Consideration required is

HK$[1,000,000]:

Required contribution to

the Offers Consideration

based on its/their pro rata

shareholding in City Lead

Actual Contribution to the

Offers Consideration

Forward Elite

External Financing^

HK$400,000

HK$400,000

Initial Funding Inter-shareholder

Loans*

HK$0

Total: HK$400,000

Investor Shareholders#

Investor Shareholders’

contribution HK$600,000 HK$600,000

24

Initial Funding Inter-shareholders

Loans*

HK$0

Total: HK$600,000

^ As the acceptance level is 100%, after the Internal Funding (representing 60% of the required Offers

Consideration (i.e. HK$[*]) is fully utilized, the External Financing will cover all of the remaining 40% of

the required Offers Consideration is met

*There will be no inter-shareholders lending in a 100% acceptance level scenario

#Amounts to be contributed amongst Antfin (30%), JCDI (23%) and CWG Fund (7%) in their pro rata

shareholding in City Lead with an accumulated shareholding of 60%

Assuming that the acceptance level is 70% and the Offers Consideration required is

HK$[700,000]:

Required contribution to

the Offers Consideration

based on its/their pro

rata shareholding in City

Lead

Actual Contribution to the

Offers Consideration

Forward Elite

External Financing^^

HK$280,000

HK$100,000

Initial Funding Inter-shareholder

Loans**

HK$180,000

Total: HK$280,000

Investor Shareholders##

Investor Shareholders’ contribution

HK$420,000

HK$600,000

Initial Funding Inter-shareholders

Loans**

-HK$180,000

Total: HK$420,000

^^ As the acceptance level is 70%, only HK$[100,000] of the External Financing (representing 10%

of the maximum amount of the Offers Consideration) will be utilized after the Internal Funding

(representing 60% of the maximum amount of the Offers Consideration) is fully utilised

** Antfin, JCDI and CWG Fund will be lending HK$[180,000] to Forward Elite in the form of Initial

Funding Inter-shareholders Loans

##Amounts to be contributed amongst Antfin (30%), JCDI (23%) and CWG Fund (7%) in their pro

rata shareholding in City Lead with an accumulated shareholding of 60%

Assuming that the acceptance level is 55% and the Offers Consideration required is

HK$[550,000]:

Required contribution to

the Offers Consideration

based on its/their pro

Actual Contribution to the

Offers Consideration

25

rata shareholding in City

Lead

Forward Elite

External Financing^^^

HK$220,000

HK$0

Initial Funding Inter-shareholder

Loans***

HK$220,000

Total:

Investor Shareholders###

HK$220,000

Investor Shareholders’ contribution

HK$330,000

HK$550,000

Initial Funding Inter-shareholders

Loans***

-HK$220,000

Total: HK$330,000

^^^External Financing will not be utilized as the Internal Funding (representing 60% of the maximum

amount of the Offers Consideration) exceeds the required Offers Consideration at the acceptance level of

55%

*** Antfin, JCDI and CWG Fund will be lending HK$[22% of maximum Offers Consideration] to

Forward Elite in the form of Initial Funding Inter-shareholders Loans

###Amounts to be contributed amongst Antfin (30%), JCDI (23%) and CWG Fund (7%) in their pro

rata shareholding in City Lead with an accumulated shareholding of 60%

(d) Transfer of shares

None of Forward Elite, Antfin, JCDI and CWG Fund may transfer any of its shares in City

Lead to any person at any time prior to the expiry of the offer period (as defined under the

Takeovers Code), or the completion of the compulsory acquisition process (if the compulsory

acquisition right is exercised) (the “Lock-Up Period”).

Following the expiry of the Lock-Up Period:

(i) any transfer of shares in City Lead by any of its shareholders shall not be made to certain

restricted persons (unless the prior written consent of the relevant shareholder(s) has been

obtained), and shall be subject to customary rights of first refusal of the other

shareholders;

(ii) Forward Elite and its affiliates shall remain the single largest shareholder of City Lead

and their shareholding shall remain no less than 30% immediately following completion

of any transfer of shares in City Lead by Forward Elite or its affiliates;

(iii) any transfer of shares in City Lead by Forward Elite prior to the full repayment of the

External Financing and the Inter-shareholder Loans shall require the prior written consent

of Antfin and JCDI unless (A) such transfer is made on a bona fide basis and the full

26

amount of the proceeds of such transfer shall be applied towards the repayment of such

External Financing and the Inter-shareholder Loans or (B) such transfer is made to a

permitted transferee of Forward Elite;

(iv) any transfer of shares in City Lead by Forward Elite following the full repayment of the

External Financing and the Inter-shareholder Loans, to the extent that the other

shareholders have not exercised their respective rights of first refusal, shall be subject to

co-sale rights of such other shareholders;

(v) any transfer of shares in City Lead by Antfin, to the extent that the other shareholders

have not exercised their respective rights of first refusal and JCDI has not exercised its

right of first refusal, shall be subject to co-sale rights of JCDI; and

(vi) any transfer of shares in City Lead by JCDI, to the extent that the other shareholders have

not exercised their respective rights of first refusal and Antfin has not exercised its right

of first refusal, shall be subject to co-sale rights of Antfin.

The aforementioned rights of first refusal and co-sale rights shall not apply in respect of (i) the

transfer of shares to a permitted affiliate, (ii) the transfer of shares by Forward Elite to any

eligible person as determined by Forward Elite and approved by each of Forward Elite, Antfin,

JCDI and CWG Fund from time to time, provided that Mr. Han Zi Jing remains the single

largest shareholder of Forward Elite following completion of such transfer, and Forward Elite

remains the single largest shareholder of City Lead with a shareholding of no less than 30%,

(iii) the transfer of shares pursuant to requirements under the security documents of the

External Financing (provided that the rights of first refusal shall continue to apply to such

transfer) or (iv) the transfer of shares pursuant to requirements under any Inter-shareholder

Loan.

INVESTIGATION AND LITIGATION SUPPORT AGREEMENT

On [*], 2020, Clear Channel, the Offeror and the Company entered into the Investigation and

Litigation Support Agreement to formalize the Company’s provision of support to Clear Channel

in respect of the investigation, defense and settlement of the US Investigations, which is an existing

arrangement that has been in place since March 2018.

Subject Matter

Pursuant to the Investigation and Litigation Support Agreement, the Company agrees to

provide continued cooperation with Clear Channel with respect to the US Investigations in

three main areas: (i) maintenance of records and business data of the Group; (ii) provision of

factual information related to the US Investigations; and (iii) if requested, using commercially

reasonable efforts to arrange for the availability of current employees of the Group to attend

interviews or give testimony to the SEC or the DOJ related to the US Investigations. Clear Channel

will be granted access rights to data of the Company in connection with Clear Channel’s defence or

settlement of the US Investigations.

27

Actual costs properly incurred by the Company for performance of the obligations or activities

contemplated under the Investigation and Litigation Support Agreement would be paid for by

Clear Channel.

The Offeror (i) consents to the entering into of the Investigation and Litigation Support

Agreement and performance of obligations thereunder by the Company and acknowledges and

confirms that the entering into of the Investigation and Litigation Support Agreement and

performance of obligations thereunder by the Company is not a frustrating action under the

Takeovers Code; (ii) undertakes to, where required, exercise its voting rights in the Company and

use commercially reasonable endeavours to procure its nominee Directors (if any) to vote and

execute any process (in accordance with their fiduciary duties and in the interest of the Company) in

such manner as is necessary to enable the Company to comply with its obligations under the

Investigation and Litigation Support Agreement, (iii) in the event that it becomes the new

controlling shareholder of the Company, undertakes to, either by way of convening a shareholders’

meeting of the Company (if the Company remains listed on the Stock Exchange and the Offeror is

not required to abstain from voting on the relevant resolution) or passing a written shareholders’

resolutions of the Company, ratify the Company’s decision to enter into the Investigation and

Litigation Support Agreement at such shareholders’ meeting or such shareholders’ written

resolutions as soon as practicable after the Investigation and Litigation Support Agreement has

taken effect, and (iv) undertakes not to, and following the tender of acceptance of Share Offer by

Clear Channel, procure that the Company does not, bring any proceedings against the Company

and/or any Indemnified Party for any claim that is covered by the indemnity in the Investigation and

Litigation Support Agreement against Clear Channel.

Indemnity

Clear Channel undertakes to indemnify and hold each of the Indemnified Parties harmless from and

against any costs (including legal costs), expenses, fines, losses, damages or liabilities which any

Indemnified Party may suffer or properly incur in relation to the decision to enter the Investigation

and Litigation Support Agreement, the execution of the Investigation and Litigation Support

Agreement, and/or the proper performance of the matters contemplated under the Investigation and

Litigation Support Agreement except for any indirect or consequential losses. In respect of the

proper performance of the matters contemplated in the Investigation and Litigation Support

Agreement, the indemnity does not extend to losses which are finally judicially determined by a

court of competent jurisdiction to have arisen from an Indemnified Party’s fraud, willful default or

gross negligence.

The Indemnified Parties have sought a further indemnity from Forward Elite, and Forward Elite has

agreed to provide such indemnity (the “FE Indemnity”) pursuant to a deed of indemnity entered

into by the Indemnified Parties and Forward Elite (the “FE Deed of Indemnity”). The FE Deed of

Indemnity serves as a back up to the indemnity given by Clear Channel under the Investigation and

Litigation Support Agreement. The scope and the terms of the FE Indemnity follow those of the

indemnity given by Clear Channel. Under the FE Deed of Indemnity, where the Indemnified Party

has suffered or properly incurred any losses arising from claims brought by any third party in

relation to the matters set out in the FE Deed of Indemnity, to the extent that Clear Channel has not

28

already reimbursed or confirmed to reimburse the relevant Indemnified Party and to the extent that

the relevant Indemnified Party has not been reimbursed or confirmed that he will be reimbursed

under the Directors & Officers insurance policy (the "D&O Insurance") maintained by the

Company in respect of the losses, Forward Elite undertakes to indemnify and hold the relevant

Indemnified Party harmless from and against any such outstanding losses provided that the relevant

Indemnified Party undertakes to file a claim under the D&O Insurance in respect of any losses as

soon as reasonably practicable.

Term

The Investigation and Litigation Support Agreement shall (a) in respect of the provision of

support to Clear Channel, become effective as and when the Share Offer becomes or is declared

unconditional in all respects, and (b) in respect of the other sections of the Investigation and

Litigation Support Agreement, become effective upon execution thereof.

The Investigation and Litigation Support Agreement shall remain in full force and effect

thereafter until the earliest of (i) the mutual written consent of the parties thereto to terminate the

Investigation and Litigation Support Agreement; (ii) thirty (30) days after termination of the US

Investigations by final binding settlements or final court orders, not subject to appeal or review; (iii)

the SEC and the DOJ informing Clear Channel of the discontinuance of the US Investigations,

whether pursuant to a settlement or otherwise; and (iv) two (2) years from the date of the

Investigation and Litigation Support Agreement; provided that with respect to the Offeror only,

the Investigation and Litigation Support Agreement shall terminate upon the Offeror ceasing to

hold 5% or more of the Shares.

Reasons and Benefits of the Investigation and Litigation Support Agreement

Taking into account various factors, including the fact that the materialization of the Offers will

result in the minority Shareholders being able to sell their stake in the Company at a significant

premium, the Directors (including the independent non-executive Directors, but excluding Mr. Han

Zi Jing, Mr. William Eccleshare, Mr. Michael Saunter and Mr. Adam Tow who abstained from

voting for the reasons stated below) are of the view that, while the Investigation and Litigation

Support Agreement is not on normal commercial terms and not in the ordinary and usual course of

business of the Group, the terms of the Investigation and Litigation Support Agreement are fair and

reasonable and the entering into of the Investigation and Litigation Support Agreement by the

Company is in the interests of the Company and the Shareholders as a whole.

Listing Rules Implications

As at the date of this joint announcement, the Company is held as to approximately 50.91%

by Clear Channel KNR, which is an indirect wholly owned subsidiary of Clear Channel.

Therefore, Clear Channel is a connected person of the Company under the Listing Rules. As

such, the Investigation and Litigation Support Agreement constitutes a continuing connected

transaction for the Company under Chapter 14A of the Listing Rules. As there is no

consideration contemplated under the Investigation and Litigation Support Agreement, such

continuing connected transaction falls within the de minimis threshold as stipulated under

29

Rule 14A.76(1) of the Listing Rules and therefore is exempt from reporting, announcement

and independent shareholders’ approval requirements under Chapter 14A of the Listing

Rules.

Mr. Han Zi Jing is a party acting in concert with the Offeror. Each of Mr. William Eccleshare, Mr.

Michael Saunter and Mr. Adam Tow (alternate Director to Mr. William Eccleshare) are

management team members of Clear Channel or its subsidiaries. Therefore, each of Mr. Han Zi

Jing, Mr. William Eccleshare, Mr. Michael Saunter and Mr. Adam Tow is considered to have

material interest in the Investigation and Litigation Support Agreement and the transactions

contemplated thereunder and has abstained from voting on the relevant board resolution of the

Company approving the Investigation and Litigation Support Agreement and the transactions

contemplated thereunder.

INTENTIONS OF THE OFFEROR IN RELATION TO THE GROUP

It is the intention of the Offeror that the existing business of the Group shall continue

unaffected, notwithstanding the Offers. Subject to the Group’s business needs and prevailing

market conditions, the Offeror may explore business opportunities to develop the existing

business of the Group. As at the date of this joint announcement, the Offeror has no intention to

(i) discontinue the employment of any employees of the Group (other than those in its ordinary

and usual course of business); (ii) redeploy the fixed assets of the Group other than those in its

ordinary and usual course of business; or (iii) introduce any major changes in the existing

operations and business of the Group.

Reasons for and Benefits of the Offers

For the Company: an endeavor to facilitate a necessary transformation of the business in

a challenging environment for the outdoor advertising industry

The Company's core business, as operator of the most extensive standardized bus shelter

advertising network in Mainland China, has faced significant challenges in recent years. First,

the rate of economic growth in China has been lower than in previous years, and

consequently demand for advertising, which is strongly correlated with economic growth and

consumption, has declined overall. Second, demand for outdoor advertising in particular has

declined even more substantially, particularly among clients in the e-commerce and digital

products sectors. Outdoor advertising is considered to be one of the oldest forms of promotion,

and as digital media have increased in popularity in recent years, outdoor advertising has faced

intense competition from digital and online advertising. These trends have created a

challenging operating environment in which the Company's customers have exercised

considerable caution in setting their operating budgets, resulting in persistent late confirmation

or last-minute cancellation of orders. Overall, the Company is facing major structural and

operational challenges in its existing business model.

Although the Company has explored a range of initiatives to respond to these challenges, the

Company's financial performance has deteriorated. Revenue decreased by 19.8% from

RMB1,804 million for the year ended 31 December 2018 to RMB1,446 million for the year

30

ended December 31, 2019, and net results attributable to owners of the parent of the Company

decreased from a net profit of RMB221 million for the year ended December 31, 2018 to a net

loss of RMB87 million for the year ended December 31, 2019. At the same time, the Shares’

trading volume were generally low during the 12 months before the Rule 3.7 Announcement,

with an average trading volume of approximately [] Shares per trading day, representing

[]% of the issued share capital of the Company.

In order for the Company to remain competitive in the face of these challenges, it must

inevitably restructure and transform its business model, which will require significant

investment over a number of years, as well as a highly motivated workforce. Given the

downward trend in the Company's Share price and low liquidity in the Shares, however, the

listed status of the Company is no longer a viable source of funding for the necessary

investments. Moreover, given low liquidity in the Company's Shares, employee option

incentive schemes currently are not sufficiently effective for acquisition and retention of talent.

The Offeror, with the support of its shareholders, plans to promote the Company's restructuring

and transformation through intensive collaboration with the Company on exploration of new

development opportunities and implementation of a series of long-term growth measures. The

planned growth measures include expansion of the Company's sales and marketing resources

and acquisition of additional bus shelter concession rights, which will require the Company to

incur significant expenses and capital expenditures, squeezing its profit margin and affecting its

growth profile in the short to medium term. If the Company were to implement these measures

while remaining listed, investors' views of the Company's share price would likely diverge

from the Company's view of its potential long-term value. Following the implementation of the

Offers and the privatization of the Company (if successful), the Offeror and the Company

have flexibility to structure employee compensation in a more optimal manner, and they will be

able to make strategic investment decisions focused on realisation of the Company's potential

long-term value, free from the pressure of market expectations and the share price fluctuations

otherwise associated with the status of a publicly listed company.

For the Shareholders: an attractive opportunity to monetize their investment in the

Company, which has low trading liquidity, at a compelling premium in view of industry

headwinds and execution risks

If the Company were to implement its planned long-term growth measures while remaining

listed, the resulting short to medium-term pressure on the Company's profit margins and

financial performance could have a significant adverse effect on the Company's Share price. In

contrast, the Share Offer Price of HK$[*] per Offer Share represents a premium of

approximately [*]% over the closing price on the last trading day prior to the publication of the

Rule 3.7 Announcement, as well as a premium of approximately [*]%, [*]% and [*]%,

respectively, over the average closing prices for the five, ten and 30 trading days up to and

including the last trading day prior to the publication of the Rule 3.7 Announcement.

The average daily trading volume of the Shares for the 12 months up to and including the last

trading day prior to the Rule 3.7 announcement was approximately [*] million Shares per day,

31

representing only approximately [*]% of the total number of Shares issued and outstanding as

at the date of this joint announcement. The low trading volume of the Shares makes it difficult

for Shareholders to execute substantial sales of Shares on-market without adversely affecting

the price of the Shares.

The Share Offer, in contrast, provides an opportunity for Shareholders to monetize their

investments in the Company immediately for cash at a compelling premium without any

downward pressure on the Share price, and therefore allows Shareholders a chance to redeploy

their capital into other investment opportunities that they may consider more attractive in the

current environment.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

Under Rule 2.1 of the Takeovers Code, a board which receives an offer or which is approached

with a view to an offer being made, must, in the interests of shareholders, establish an

independent committee of the board to make a recommendation: (i) as to whether the offer is,

or is not, fair and reasonable; and (ii) as to acceptance.

The Independent Board Committee, comprising Mr. Zhu Jia, Mr. Robert Gazzi, Mr. Wang

Shou Zhi, Mr. Thomas Manning and Mr. Christopher Thomas, has been formed to advise the

Shareholders and the Optionholders as to whether the terms of the Offers are, or are not, fair

and reasonable and as to acceptance of the Offers. As Mr. Peter Cosgrove has facilitated

discussions between Clear Channel and the Offeror, Mr. Cosgrove is regarded as being interested in

the Offers and therefore will not join the Independent Board Committee. As Mr. William

Eccleshare, Mr. Michael Saunter and Mr. Adam Tow (alternate to Mr. William Eccleshare) are

management team members of Clear Channel or its subsidiaries (which entered into the Clear

Channel KNR Undertaking), they will not form part of the Independent Board Committee.

The Independent Financial Adviser will be appointed, with the approval of the Independent

Board Committee, to advise the Independent Board Committee, the Shareholders and the

Optionholders in respect of the Offers. A further announcement will be made by the Company as

soon as possible after the appointment of the Independent Financial Adviser.

The advice of the Independent Financial Adviser and the recommendation of the Independent

Board Committee in respect of the Offers, in particular, as to whether the Offers are, or are not,

fair and reasonable and as to their acceptances, will be included in the Composite Document.

COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch the offer

document containing, among other matters, the terms and conditions of the Offers and the

forms of acceptance of the Share Offer and the Option Offer to the Shareholders and the

Optionholders within 21 days of the date of this joint announcement or such later date to which

the Executive may consent.

It is the intention of the Offeror and the Board to combine the offer document and the offeree

32

board circular into a composite document. Accordingly, the Composite Document

(accompanied by the forms of acceptance of the Share Offer and the Option Offer) in

connection with the Offers setting out, inter alia, (i) details of the Offers (including the

expected timetable); (ii) a letter of recommendation from the Independent Board Committee to

the Disinterested Shareholders; and (iii) a letter of advice from the Independent Financial

Adviser to the Independent Board Committee in respect of the Offers, is expected to be

despatched jointly by the Offeror and the Company to the Shareholders and the Optionholders.

GENERAL

Disclosure of Dealings

In accordance with Rule 3.8 of the Takeovers Code, the associates (including any person

holding 5% or more of a class of relevant securities (as defined under Note 4 to Rule 22 of the

Takeovers Code)) of the Company and the Offeror are hereby reminded to disclose their

dealings in the securities of the Company pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the text of Note 11 to Rule 22 of the

Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a

general duty to ensure, so far as they are able, that those clients are aware of the disclosure

obligations attaching to associates of an offeror or the offeree company and other persons

under Rule 22 of the Takeovers Code and that those clients are willing to comply with them.

Principal traders and dealers who deal directly with investors should, in appropriate cases,

likewise draw attention to the relevant Rules. However, this does not apply when the total value

of dealings (excluding stamp duty and commission) in any relevant security undertaken for a

client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons

themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries.

Therefore, those who deal in relevant securities should appreciate that stockbrokers and other

intermediaries will supply the Executive with relevant information as to those dealings,

including identities of clients, as part of that co-operation.”

[RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended

with effect from 9:00 a.m. on [*], 2020 pending the release of this joint announcement. An

application has been made to the Stock Exchange for the resumption of trading in the Shares on

the Stock Exchange from 9:00 a.m. on [*], 2020.] [Note: to remove if no trading halt]

WARNING: Shareholders, Optionholders and/or potential investors of the Company should

33

note that the Share Offer is subject to the satisfaction or waiver (where applicable) of the

Conditions and the Option Offer is subject to and conditional upon the Share Offer becoming

or being declared unconditional in all respects. Accordingly, the Offers may or may not become

unconditional. Shareholders, Optionholders and/or potential investors of the Company should

therefore exercise caution when dealing in the securities of the Company. Persons who are in

doubt as to the action they should take should consult their licensed securities dealers or

registered institutions in securities, bank managers, solicitors, professional accountants or

other professional advisers.

DEFINITIONS

Unless the context requires otherwise, the following terms have the following meanings in this

joint announcement:

“acting in concert” has the meaning as ascribed thereto under the Takeovers Code

“Antfin” Antfin (Hong Kong) Holding Limited, a company incorporated in

Hong Kong with limited liability and indirectly wholly owned by

Ant Financial

“Ant Financial” 浙江螞蟻小微金融服務集團股份有限公司 (Ant Small and Micro

Financial Services Group Co., Ltd.*), a company incorporated in

the PRC with limited liability

“associates” has the meaning ascribed thereto in the Takeovers Code

“Bermuda” the Islands of Bermuda

“Bermuda Companies

Act”

The Companies Act of Bermuda 1981 (as amended)

“Board” board of the Directors

“Business Day(s)” a day on which the Stock Exchange is open for the transaction of

business

“CICC” China International Capital Corporation Hong Kong Securities

Limited, a licensed corporation under the SFO to carry out Type 1

(dealing in securities), Type 2 (dealing in futures contracts), Type 4

(advising on securities), Type 5 (advising on future contracts) and

Type 6 (advising on corporate finance) regulated activities as

defined under the SFO, the financial adviser to the Offeror in

respect of the Offers

“City Lead” City Lead Developments Limited (城領發展有限公司 ), a

company incorporated in the British Virgin Islands with limited

liability and held as to 40% by Forward Elite, 30% by Antfin,

34

23% by JCDI and 7% by CWG Fund

“Clear Channel” Clear Channel Outdoor Holdings, Inc., a company

incorporated under the laws of the state of Delaware of United

States and listed on the New York Stock Exchange (stock

code: CCO)

“Clear Channel KNR” Clear Channel KNR Neth Antilles NV, a company incorporated in

the Curacao and indirectly wholly owned by Clear Channel

“Clear Channel KNR

Undertaking”

the irrevocable undertaking dated [*], 2020 and executed by Clear

Channel KNR, pursuant to which Clear Channel KNR has

irrevocably undertaken to the Offeror to accept the Share Offer

in respect of Sale Shares

“Closing Date” the date to be stated in the Composite Document as the first closing

date of the Offers or any subsequent closing date as may be

announced by the Offeror in accordance with the Takeovers Code

and/or approved by the Executive

“CLSA Capital Markets” CLSA Capital Markets Limited, a corporation licensed to conduct

Type 4 (advising on securities) and Type 6 (advising on corporate

finance) regulated activities under the SFO, the lead financial

adviser to the Offeror in respect of the Offers, an indirectly wholly-

owned subsidiary of CITIC Securities Company Limited, the

shares of which are listed on the Main Board of the Stock

Exchange (Stock Code: 6030)

“CLSA Limited” CLSA Limited, a licensed corporation to carry out Type 1 (dealing

in securities), Type 4 (advising on securities) and Type 7

(providing automated trading services) regulated activities under

the SFO, being one of the agents making the Share Offer on behalf

of the Offeror, an indirectly wholly-owned subsidiary of CITIC

Securities Company Limited, the shares of which are listed on the

Main Board of the Stock Exchange (Stock Code: 6030)

“CNCBI” China Citic Bank International Limited, a registered institution

under the SFO, licensed to conduct Type 1 (dealing in securities)

and Type 4 (advising on securities) regulated activities under the

SFO and a licensed bank under the Banking Ordinance (Chapter

155 of the Laws of Hong Kong)

“Company” Clear Media Limited, a company incorporated in Bermuda with

limited liability, the issued Shares of which are listed on the Main

Board of the Stock Exchange (stock code: 100)

“Composite Document” the composite document to be issued jointly by the Offeror and the

Company (or the offer document to be issued by the Offeror, as the

case may be) in relation to the Offers in accordance with the

Takeovers Code and the Listing Rules

‘‘Compulsory Acquisition the period commencing on the date of the Composite Document and

35

Entitlement Period’’ ending on the date falling four months after the date of the

Composite Document (or such later date as the Executive may

permit for the requisite level of acceptances to be reached in order

for the Offeror to undertake compulsory acquisition)

“Conditions” the conditions of the Share Offer, as set out in the section headed

“Conditions of the Share Offer” of this joint announcement

“CWG Fund” China Wealth Growth Fund III L.P., an exempted limited

partnership registered under the laws of the Cayman Islands,

whose general partner is JT China Wealth Management

Limited and whose sole limited partner is Empyrean

Management (Hong Kong) Limited (九天管理（⾹ 港）有限

公司)

“Director(s)” director(s) of the Company

“Disinterested Shares” Shares other than those which are owned by the Offeror and parties

acting in concert with it

“Disinterested

Shareholders”

holders of Disinterested Shares

“DOJ” the U.S. Department of Justice

“Encumbrances” a charge, debenture, mortgage, pledge, deed of trust, lien, option,

equity rights, power of sale, hypothecation, claim, retention of title,

right of pre-emption, right of first refusal, or other third party right

or security interest of any kind or an agreement or obligation to

create any of the above

“Executive” the Executive Director of the Corporate Finance Division of the

SFC or any delegate of the Executive Director

“External Financing” external debt financing granted by the Lenders to the Offeror

in the principal amount of HK$[●]

“Existing Share Option

Scheme”

the share option scheme approved and adopted by the Company on

May 13, 2009 and subsequently amended on June 1, 2012

“Forward Elite” Forward Elite Holdings Limited (傑發控股有限公司 ), a

company incorporated in the British Virgin Islands with limited

liability and wholly owned by Mr. Han Zi Jing

“Group” the Company and its subsidiaries, and “Group Company” means

any one of them

“Han Group” Forward Elite Holdings Limited and Mr. Han Zi Jing

36

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Indemnified Party(ies)” each of the Directors, the company secretary and the chief financial

officer of the Company who were in office at the time of entering

into the Investigation and Litigation Support Agreement

“Independent Board

Committee”

the independent committee of the Board comprising Mr. Zhu Jia,

Mr. Robert Gazzi, Mr. Wang Shou Zhi, Mr. Thomas Manning and

Mr. Christopher Thomas established for the purpose of making a

recommendation to the Shareholders and the Optionholders in

relation to the Offers

“Independent Financial

Adviser”

the independent financial adviser to be appointed by the

Independent Board Committee in relation to the Offer

“Internal Funding” an aggregate of up to HK$[insert fixed amount equivalent to

60% of maximum Offers Consideration] being provided to the

Offeror (via City Lead) by the Investor Shareholders on a pro

rata basis in proportion to their respective shareholding in City

Lead amongst themselves, being 50% in the case of Antfin

(being 30% divided by 60%), 38.33% in the case of JCDI

(being 23% divided by 60%), and 11.67% in the case of CWG

Fund (being 7% divided by 60%)

“Investigation and

Litigation Support

Agreement”

the investigation and litigation support agreement entered into

among Clear Channel, the Offeror and the Company on [*],

2020

“Investor Shareholder(s)” the shareholders of City Lead other than Forward Elite

“JCDI” JCDecaux Innovate Limited, a company incorporated in Hong

Kong with limited liability and indirectly wholly owned by

JCDecaux

“JCDecaux” JCDecaux SA, a company incorporated in France and listed on

Euronext Paris (stock code: DEC)

“JCDecaux Group” JCDecaux and its subsidiaries

“Last Trading Day” [*], 2020, being the last trading day on which the Shares were

traded on the Stock Exchange prior to the issue and publication of

this joint announcement

“Lenders” a syndicate of lenders led by CNCBI

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“Offer Share(s)” any and all of the issued Share(s)

37

“Offeror” Ever Harmonic Global Limited (永和環球有限公司), a company

incorporated in the Cayman Islands with limited liability which is

wholly owned by City Lead

“Offers” the Share Offer and the Option Offer

“Offers Consideration” the consideration payable by the Offeror in connection with

the Offers

“Option Offer” the offer to be made by the Offeror in compliance with Rule 13 of

the Takeovers Code to cancel all the outstanding Options

“Option Offer Price” the price at which the Option Offer will be made, being

HK$0.00001 per Offer Share

“Optionholders” holders of the Options

“Options” the 5,283,000 options granted by the Company pursuant to the

Existing Share Option Scheme which remain outstanding as of the

date of this joint announcement

“PRC” the People’s Republic of China, which for the purpose of this joint

announcement, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

“public” has the meaning ascribed there to under Rule 8.24 of the Listing

Rules (and “in public hands” shall be construed accordingly)

“RMB” Renminbi, the lawful currency of the PRC

“Rule 3.7

Announcement”

the announcement of the Company dated November 29, 2019 made

pursuant to Rule 3.7 of the Takeovers Code

“SEC” the U.S. Securities and Exchange Commission

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

“Sale Shares” 275,789,081 Shares held by Clear Channel KNR, representing

approximately 50.91% of the issued share capital of the

Company

“Share Offer” the voluntary conditional cash offer by the Offeror to acquire all of

the outstanding Shares

“Share Offer Price” the price at which the Share Offer will be made, being HK$[*] per

Offer Share

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the

Company

38

“Shareholder(s)” holder(s) of the issued Share(s)

“Shareholders’

Agreement”

the shareholders’ agreement in relation to City Lead and the

Offeror dated [] 2020 between Forward Elite, Antfin, JCDI,

CWG Fund, City Lead, and the Offeror

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” The Hong Kong Code on Takeovers and Mergers published by the

SFC

“United States” or “US” the United States of America

“US Investigations” the SEC Investigation captioned In the Matter of Clear Channel

Outdoor Holdings, Inc., HO-13497, the parallel investigation being

conducted by the DOJ (including without limitation the Fraud

Section of the DOJ and the United States Attorney’s Office for the

Eastern District of New York), and any and all other investigations,

proceedings, lawsuits, complaints, and actions (whether

investigative, judicial or administrative) of Clear Channel arising

out of the same or substantially similar factual issues

“%” per cent.

* for identification purposes only

By order of the board of directors of By order of the board of directors

Ever Harmonic Global Limited Clear Media Limited

Mr. Han Zi Jing Mr. Jeffrey Yip

Director Company Secretary

Hong Kong, [*], 2020

As at the date of this joint announcement, the executive Directors are Mr. Joseph Tcheng, Mr.

Han Zi Jing, Mr. Zhang Huai Jun and Mr. Zou Nan Feng (alternate to Mr. Zhang Huai Jun);

the non-executive Directors are Mr. William Eccleshare, Mr. Peter Cosgrove, Mr. Zhu Jia, Mr.

Michael Saunter and Mr. Adam Tow (alternate to Mr. William Eccleshare) and the

independent non- executive Directors are Mr. Robert Gazzi, Mr. Wang Shou Zhi, Mr. Thomas

Manning and Mr. Christopher Thomas.

The Directors jointly and severally accept full responsibility for the accuracy of the

information (other than that relating to the Offeror and parties acting in concert with it)

contained in this joint announcement and confirm, having made all reasonable inquiries, that

to the best of their knowledge, opinions expressed (other than opinion expressed by the Offeror

Directors) in this joint announcement have been arrived at after due and careful consideration

and there are no other facts not contained in this joint announcement, the omission of which

would make any statement in this joint announcement misleading.

39

As at the date of this joint announcement, Mr. Han Zi Jing, Ms. Junrong Zhao, Mr. Chen

Liang, Mr. Hon Chiu Stephen Wong and Ms. Fei Fei Shum are the directors of the Offeror

(“Offeror Directors”).

The Offeror Directors jointly and severally accept full responsibility for the accuracy of the

information contained in this joint announcement (other than the information relating to the

Group, Han Group, Antfin, JCDecaux Group and CWG Fund), and confirm, having made all

reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint

announcement (other than opinions expressed by the Directors, Mr. Han Zi Jing, Antfin

Directors, JCDecaux Directors and CWG Fund Director) have been arrived at after due and

careful consideration and there are no other facts not contained in this joint announcement the

omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Han Zi Jing is the sole director of Forward Elite

Holdings Limited.

The sole director of Forward Elite Holdings Limited accepts full responsibility for the

accuracy of the information contained in this joint announcement (other than the information

relating to the Group, Antfin, JCDecaux Group and CWG Fund), and confirms, having made

all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint

announcement (other than opinions expressed by the Directors, Antfin Directors, JCDecaux

Directors and CWG Fund Director) have been arrived at after due and careful consideration

and there are no other facts not contained in this joint announcement the omission of which

would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Leiming Chen, Mr. Xinyi Han and Mr. Kai Nin

Kenny Man are the directors of Antfin (“Antfin Directors”).

The directors of Antfin jointly and severally accept full responsibility for the accuracy of the

information contained in this joint announcement (other than the information relating to the

Group, Han Group, JCDecaux Group and CWG Fund), and confirm, having made all

reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint

announcement (other than opinions expressed by the Directors, Mr. Han Zi Jing, JCDecaux

Directors and CWG Fund Director) have been arrived at after due and careful consideration

and there are no other facts not contained in this joint announcement the omission of which

would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Jean-François Decaux, Mr. Jean-Charles

Decaux, Mr. David Bourg, Mr. Emmanuel André Bernard Bastide and Mr. Daniel Hofer are

the members of the Executive Board (le Directoire) of JCDecaux SA(“JCDecaux Directors”).

The JCDecaux Directors jointly and severally accept full responsibility for the accuracy of the

information contained in this joint announcement (other than the information relating to the

Group, Han Group, Antfin and CWG Fund), and confirm, having made all reasonable

inquiries, that to the best of their knowledge, opinions expressed in this joint announcement

(other than opinions expressed by the Directors, Mr. Han Zi Jing, Antfin Directors and CWG

40

Fund Director) have been arrived at after due and careful consideration and there are no other

facts not contained in this joint announcement the omission of which would make any statement

in this joint announcement misleading.

As at the date of this joint announcement, Fei Fei Shum is the sole director of JT China Wealth

Management Limited, the general partner of CWG Fund (“CWG Fund Director”).

The sole director of JT China Wealth Management Limited (acting in its capacity as a general

partner of CWG Fund) accepts full responsibility for the accuracy of the information contained

in this joint announcement (other than the information relating to the Group, Han Group,

Antfin and JCDecaux Group), and confirms, having made all reasonable inquiries, that to the

best of her knowledge, opinions expressed in this joint announcement (other than opinions

expressed by the Directors, Mr. Han Zi Jing, Antfin Directors and JCDecaux Directors) have

been arrived at after due and careful consideration and there are no other facts not contained

in this joint announcement the omission of which would make any statement in this joint

announcement misleading.

Schedule 3

SCHEDULE 3

JOB DESCRIPTIONS

Part A – Operation Director

Manage daily activity including posting, de-posting, cleaning and maintenance as

part of the after sales service delivery process

Manage all inventory including digital screens and the related inventory system,

ensuring all shelters and screens in operation are constantly in good conditions

Ensure safety and security measures in workplace for both internal team and

external contractors and monitor the performance of such contractors through

periodic assessments

Co-ordinate and support sales department by ensuring all posting and digital

displays are carried out accurately and timely and perform special executions

Co-ordinate and maintain good relationships with principals/bus companies to

ensure posting efficiency

Use of updated technology to manage scheduling, manpower planning,

supervision, posting quality and reporting

Implement continuous improvement plans and systems to boost operational

efficiency, effectiveness and safety

Part B – Head of Digital Hardware Development

Manage and develop the Digital Hardware team to design, source, test, evaluate,

propose and deliver the latest technology for all digital hardware in line with

company business strategy

Propose digital media plan to management including locations, formats, size and

specifications and executing the same in accordance with timeline and process.

Co-ordinate with software providers to provide seamless integration of

software/hardware to achieve best display quality and effect

To support and participate in the communications with principals/bus companies

to ensure the desired digital solution is accepted

Constantly apply the latest digital display technology for potential application or

enhancement to the business

Schedule 4

SCHEDULE 4

FORM OF DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made the day of

by [__], (“New Shareholder”)

RECITALS

A. On ______________, ________, the shareholders of CITY LEAD

DEVELOPMENTS LIMITED（城領發展有限公司） (the “Company”) entered into a

shareholders agreement (the “Shareholders Agreement”), to which the substantial form of

this Deed of Adherence forms Schedule 4.

B. The New Shareholder is the intended [transferee]1 [purchaser]

2 of [_______]

ordinary shares of par value US$[____] each in the capital of the Company [from

[_______________] (“Transferor”)3

], and in accordance with [Section 6.1(f)] of the

Shareholders Agreement is executing this Deed.

THIS DEED WITNESSES as follows:

1. Interpretation. Capitalised terms not otherwise defined in this Deed shall have the

meanings given to them in the Shareholders Agreement.

2. Covenant; Enforceability.

(a) The New Shareholder hereby ratifies and accedes to the terms of, agrees to be

bound by, and assumes all rights and obligations [jointly and severally with the Original

Holder [and its Group Transferee(s)]4

[jointly and severally with all relevant Group

Transferee(s)]5 under the terms and conditions of, the Shareholders Agreement, as if the New

Shareholder had been an original party to the Shareholders Agreement and named therein as

[the Transferor] 6/ [a Shareholder but not an Investor Shareholder]

7 / [a holder of [description

of shares subscribed]]8 and] [an Investor Shareholder]

9.

(b) For the avoidance of doubt, the benefit of the Shareholders Agreement is

extended to the New Shareholder without prejudice to the continuation inter se of the rights

and obligations of the original parties to the Shareholders Agreement and any other persons

1 For share transfers by existing shareholders. 2 For issuance by the Company. 3 For share transfers by existing shareholders. 4 For share transfers to a Group Transferee, where the Original Holder remains a Shareholder immediately

following completion of such Transfer. 5 For share transfers to a Group Transferee, where the Original Holder does not remain a Shareholder

immediately following completion of such Transfer and where there is more than one Group Transferee. 6 For share transfers by an existing shareholder to its Affiliate or Consolidated Affiliate. 7 For share transfers by a Management Shareholder to another Management Shareholder. 8 For issuance by the Company. 9 For (a) share transfers by any existing shareholder to a person other than a Management Shareholder and (b)

issuance by the Company.

Schedule 4

who have entered into such a Deed of Adherence.

(c) This Deed is made for the benefit of (i) the original parties to the Shareholders

Agreement and (ii) any other person or persons who after the date of the Shareholders

Agreement (and whether or not prior to or after the date of this Deed) adheres to the

Shareholders Agreement.

3. Representations and Warranties. The New Shareholder hereby represents and

warrants to the existing shareholders that:

(a) The New Shareholder is duly incorporated, validly existing and in good

standing under the laws of the jurisdiction of its incorporation.

(b) The New Shareholder has all requisite power and authority to execute and

deliver this Deed and to assume and perform all rights and obligations under the Shareholders

Agreement. Upon their execution, this Deed and the Shareholders Agreement shall constitute

valid and legally binding obligations thereof, enforceable against such party in accordance

with its terms, except (i) as limited by applicable bankruptcy, insolvency, and other laws of

general application affecting enforcement of creditors’ rights generally, and (ii) as limited by

laws relating to the availability of specific performance, injunctive relief, or other equitable

remedies.

(c) The execution, delivery and performance by the New Shareholder of and

compliance with the Deed and the Shareholders Agreement, and the consummation of the

transactions contemplated thereby, will not result in any violation, breach or default, or be in

conflict with or constitute, with or without the passage of time or the giving of notice or both,

a default under (A) the articles of association or any other such constitutional documents of

the New Shareholder, (B) any material contract to which the New Shareholder is a party, (C)

any judgment, order, writ or decree or (D) any applicable Law.

4. Governing Law. This Deed shall be governed by and construed in all respects in

accordance with the Laws of Hong Kong, without regard to principles of conflict of laws

thereunder.

IN WITNESS WHEREOF this Deed of Adherence has been executed as a deed by the New

Shareholder on the date set forth above.

Executed and Delivered as a Deed by )

[NEW SHAREHOLDER] )

in the presence of: ) __________________________

Name:

Title:

______________________________

Witness name:

Witness address:

Schedule 5

SCHEDULE 5

FORM OF SHAREHOLDER LOAN AGREEMENT

Agreed Form

Dated ________________________

[insert name of Borrower]

as Borrower

and

[insert name of Lender]

as Lender

___________________________________________________________________________

[SHAREHOLDER] / [INITIAL FUNDING INTER-SHAREHOLDER] / [BIDCO

REPAYMENT INTER-SHAREHOLDER] LOAN AGREEMENT

___________________________________________________________________________

1

[SHAREHOLDER] / [INITIAL FUNDING INTER-SHAREHOLDER] / [BIDCO

REPAYMENT INTER-SHAREHOLDER] LOAN AGREEMENT

This [Shareholder] / [Initial Funding Inter-Shareholder] / [Bidco Repayment Inter-

Shareholder] Loan Agreement (this “Agreement”) is entered into as of [●] by and among:

(1) [●] (registered number [●]), a [●] company incorporated under the laws of [●] with its

registered address at [●] (the “Borrower”); and

(2) [●] (registered number [●]), a [●] company incorporated under the laws of [●] with its

registered address at [●] (the “Lender”),

(each a “Party” and collectively the “Parties”).

RECITALS

(A) Pursuant to a shareholders agreement (the “SHA”) dated [●] between the Lender,

Borrower and [insert other parties], the parties thereto have agreed to fund various

[shareholder] / [inter-shareholder] loans to the Borrower; and

(B) The Lender hereby agrees to grant the Loan to the Borrower on the terms and

conditions set out in this Agreement.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties intending to be legally bound hereto hereby

agree as follows:

1. Definitions.

1.1 Except as otherwise defined herein, capitalized terms used in this Agreement

shall have the same meanings as defined in the SHA, and the rules of interpretation set out in

Section 1.3 of the SHA shall also apply to this Agreement.

1.2 [Note: For Inter-Shareholder Loans]The following terms shall have the

meanings ascribed to them below:

“Compulsory Sale Shares” means all the Equity Securities of the Company held by

the Borrower and its Affiliates (or such lower number of Equity Securities of the Company

held by the Borrower and its Affiliates, the sale proceeds of which shall be not less than the

outstanding principal amount of all Inter-Shareholder Loans (together with interest accrued

thereon) which have become due and payable at such relevant time, taking into account the

proposed consideration of the Transfer), which shall be transferred pursuant to a Compulsory

Sale.

“Fair Market Value”, in respect of the Equity Securities of the Company, shall be

determined based on the fair market value of the Company as a going concern, between a

willing purchaser and a willing seller in an arm’s length transaction, without any discount for

minority interest or illiquidity, determined as at the FMV Reference Date in accordance with

Section 5.

2

“FMV Reference Date” means, (a) with respect to Section 3, the date of the

Compulsory Sale Notice, and (b) with respect to Section 4, any date falling no more than 30

Business Days prior to the date of the relevant share charge.

“Independent Expert” means any one of Deloitte Touche Tohmatsu, Ernst &

Young, KPMG, and PricewaterhouseCoopers, who is not an auditor of either Party.

2. The Loan.

2.1 Loan.

[Version 1 – For Investor Shareholder Loan and Management Shareholder Loan]

The Lender hereby grants a loan facility to the Borrower in an aggregate amount of up

to HK$[●] (the “Loan”).

[Version 2 – For Initial Funding Inter-Shareholder Loan]

The Lender hereby grants a loan facility to the Borrower in an aggregate amount of

HK$[●] (the “Loan”), being the Excess Investor Initial Funding Amount as determined

pursuant to Section 7.2(a) of the SHA.

[Version 3 – For Bidco Repayment Inter-Shareholder Loan]

The Lender hereby grants a loan facility to the Borrower in an amount equal to its Pro

Rata Share of each Bidco Repayment made from time to time (collectively, the “Loan”).

2.2 Drawdown.

[Version 1 – For Investor Shareholder Loan and Management Shareholder Loan]

The Parties acknowledge that full amount of the Loan has been drawn down in one

lump sum on [insert date on which the Initial Funding was made].

[Version 2 – For Initial Funding Inter-Shareholder Loan]

The Parties acknowledge that full amount of the Loan has been drawn down in one

lump sum on [insert date on which the Initial Funding was made], being the date on which

the Excess Investor Initial Funding Amount was first paid by the Bidco pursuant to the Target

Offers.

[Version 3 – For Bidco Repayment Inter-Shareholder Loan]

The Borrower shall be deemed to have drawn down each Loan simultaneously with

each Bidco Repayment, and the Borrower shall on the date of each such drawdown, deliver to

the Lender a drawdown notice in the form set out in Schedule 2 (the “Drawdown Notice”).

2.3 Use of Proceeds. The Loan shall be utilized pursuant to the purposes

permitted under the SHA.

2.4 Interest.

[Version 1 – For Investor Shareholder Loan and Management Shareholder Loan]

3

The Parties agree that the Loan shall be interest free.

[Version 2 – For Initial Funding Inter-Shareholder Loan]

Interest shall accrue on the Loan daily from the date on which each such Loan is

drawn down pursuant to Section 2.2 up to (and including) the date of repayment of such Loan

(together with all accrued and unpaid interest), at the rate per annum equivalent to one

percent (1%) per annum above the applicable interest rate under the Facility Agreement from

time to time, calculated based on the actual number of days elapsed and a 360-day year

consisting of 12 months of 30 days each.

[Version 3 – For Bidco Repayment Inter-Shareholder Loan]

Interest shall accrue on each Loan daily from the date on which each such Loan is

drawn down pursuant to Section 2.2 up to (and including) the date of repayment of such Loan

(together with all accrued and unpaid interest), at the rate per annum equivalent to six percent

(6%) per annum above HIBOR, calculated based on the actual number of days elapsed and a

360-day year consisting of 12 months of 30 days each.

2.5 Repayment.

[Version 1 – For Investor Shareholder Loan and Management Shareholder Loan]

(a) Subject to paragraph (b) below, the Borrower shall repay the entire outstanding

principal balance of the Loan within ten (10) Business Days following the date on which

written notice is given by the Lender to the Borrower (the “Demand Notice”) demanding

immediate repayment of the unpaid principal outstanding.

(b) The Lender shall not issue a Demand Notice unless:

(i) all Finance Documents Liabilities have been fully and finally settled;

and

(ii) simultaneously with the issuance of the Demand Notice, the lender

under each [other]1 Investor Shareholder Loan [and Management Shareholder Loan]

2 shall

also issue a demand notice in accordance with the terms of such Investor Shareholder Loan

[and Management Shareholder Loan]3.

[Version 2 – For Initial Funding Inter-Shareholder Loan]

(a) The Borrower shall repay all outstanding principal balance of the Loan,

together with all accrued and unpaid interest to the Lender in parallel with the repayment by

Bidco of the Finance Documents Liabilities under the Bank Facility, in instalments and in

accordance with the repayment schedule set out in Clause 6.1(a) (Repayment of Loans) of the

Facility Agreement as if such repayment schedule was incorporated and set out in full in this

Agreement. The Borrower shall repay accrued interest on the Loan to the Lender on each

interest payment date when interest is paid by Bidco under the Bank Facility. All outstanding

1 For Investor Shareholder Loan 2 For Investor Shareholder Loan 3 For Investor Shareholder Loan

4

principal and interest of the Loan shall be repaid by no later than the date on which all

Finance Documents Liabilities are fully and finally settled (the “Maturity Date”).

[Version 3 – For Bidco Repayment Inter-Shareholder Loan]

(a) The Borrower shall repay the entire outstanding principal balance of the Loan,

together with all accrued and unpaid interest within 18 months following the date on which

all Finance Documents Liabilities are fully and finally settled (the “Maturity Date”).

2.6 Voluntary Prepayment.

(a) The Borrower may prepay the Loan in full or in part at any time by providing

the Lender with a written notice at least two (2) Business Days in advance of such

prepayment, without any prepayment penalty or premium.

(b) Any amount prepaid in accordance with Section 2.6(a) shall first be applied in

reducing the amount of outstanding interest (if any) accrued on the Loan in full before the

balance thereof is applied to repay the principal amount of the Loan.

(c) Notwithstanding any provision to the contrary, no prepayment or repayment of

all or any part of any Loan shall be made if such prepayment or repayment will result in a

breach of, or otherwise conflict with, the SHA.

2.7 No Re-borrowing. Any part of the Loan which is repaid or prepaid may not

be re-borrowed.

3. [Remedies for Default] [Note: For Inter-Shareholder Loans]

3.1 Compulsory Sale. In the event that the Borrower fails to repay any [Initial

Funding Inter-Shareholder Loan]4 / [Bidco Repayment Inter-Shareholder Loan]

5 (together

with any interest accrued thereon) in full on or prior to the Maturity Date, then at any time

following the Maturity Date and for so long as such failure remains subsisting, subject to

compliance with Sections 6.1(b)(iii) and 7.3(g) of the SHA, the Majority Lenders shall have

the right to, by written notice to the Borrower (the “Compulsory Sale Notice”):

(a) require the Borrower to and/or procure its Affiliates to seek a third party and

Transfer the Compulsory Sale Shares to such third party in an offer made on a bona fide basis;

and/or

(b) direct the Borrower to Transfer and/or procure its Affiliates to Transfer the

Compulsory Sale Shares to any lender(s) of any Inter-Shareholder Loan or a third party

designated by the Majority Lenders, in an offer made on a bona fide basis and at a price no

less than the Fair Market Value of such Compulsory Sale Shares and otherwise on arm’s

length terms reasonably satisfactory to the Borrower and the proposed Transferee.

(each a “Compulsory Sale”).

3.2 Application of Compulsory Sale Proceeds.

4 For Initial Funding Inter-Shareholder Loan 5 For Bidco Repayment Inter-Shareholder Loan

5

(a) All amounts received by the Borrower pursuant to the Compulsory Sale (the

“Compulsory Sale Proceeds”) shall be applied in the following order:

(i) firstly, where the Bidco Repayment Inter-Shareholder Loans have

become due and payable, in satisfaction of the Borrower’s obligation to repay the outstanding

amount under the Bidco Repayment Inter-Shareholder Loans, and where the Compulsory

Sale Proceeds are less than such outstanding amount, then the Compulsory Sale Proceeds

shall be paid to all lenders of the Bidco Repayment Inter-Shareholder Loans on a pro rata

basis according to the respective outstanding principal amount of such Bidco Repayment

Inter-Shareholder Loans then owed to such lenders, provided that any amount paid in

accordance with this Section 3.2(a)(i) shall first be applied in reducing the amount of

outstanding interest (if any) accrued and unpaid on such Bidco Repayment Inter-Shareholder

Loans in full before the balance thereof is applied to repay the principal amount of such

Bidco Repayment Inter-Shareholder Loans;

(ii) secondly, in satisfaction of the Borrower’s obligation to repay the

outstanding amount under the Initial Funding Inter-Shareholder Loans, and where the then

remaining Compulsory Sale Proceeds are less than such outstanding amount, then the

Compulsory Sale Proceeds shall be paid to all lenders of the Initial Funding Inter-Shareholder

Loans on a pro rata basis according to the respective outstanding principal amount of such

Initial Funding Inter-Shareholder Loans then owed to such lenders, provided that any amount

paid in accordance with this Section 3.2(a)(ii) shall first be applied in reducing the amount of

outstanding interest (if any) accrued and unpaid on such Initial Funding Inter-Shareholder

Loans in full before the balance thereof is applied to repay the principal amount of such

Initial Funding Inter-Shareholder Loans; and

(iii) thirdly, any surplus shall be paid to the Borrower.

(b) For the avoidance of doubt, any balance of the outstanding amount (inclusive

of accrued and unpaid interest, if any) under the Loan after the Compulsory Sale Proceeds

have been applied to repay the Loan pursuant to [Section 3.2(a)(i)]6 / [Section 3.2(a)(ii)]

7

shall remain outstanding and payable by the Borrower.

4. [Security] [Note: For Inter-Shareholder Loans]

In consideration of the Lender’s and all other Investor Shareholders’ advancing of the

Inter-Shareholder Loans to the Borrower, subject to compliance with applicable Laws and

rules of applicable stock exchanges, the Borrower agrees to, and/or agrees to procure its

Affiliates to, as soon as reasonably practicable following the full satisfaction of all Finance

Documents Liabilities and the release of the Security Documents, grant a share charge over,

(i) if the Fair Market Value of all Equity Securities the Borrower and its Affiliates hold in the

Company is higher than the entire outstanding principal balance of all Inter-Shareholder

Loans together with all accrued and unpaid interest, such number of Equity Securities the

Borrower and its Affiliates hold in the Company (the Fair Market Value of which shall

represent the entire outstanding principal balance of all Inter-Shareholder Loans, together

with all accrued and unpaid interest), (ii) in all other instances, all Equity Securities the

Borrower and its Affiliates hold in the Company, in favour of all lenders of the Inter-

6 For Bidco Repayment Inter-Shareholder Loan 7 For Initial Funding Inter-Shareholder Loan

6

Shareholder Loans on a pari passu basis, in such form as may be agreed by the parties acting

reasonably.

5. [Determination of Fair Market Value] [Note: For Inter-Shareholder Loans]

5.1 Within ten (10) Business Days following the FMV Reference Date, the

Majority Lenders and the Borrower shall enter into good faith negotiations in order to agree

on the Fair Market Value, failing which, the Majority Lenders and the Borrower shall jointly

appoint an Independent Expert to make such determination within a further ten (10) Business

Day period.

5.2 Where the Majority Lenders and the Borrower have failed to appoint an

Independent Expert within the aforesaid ten (10) Business Day period, then both the Majority

Lenders and the Borrower shall each have the right to request the President of Hong Kong

Institute of Certified Public Accountants to appoint an Independent Expert to determine the

Fair Market Value.

5.3 The Independent Expert shall act as an expert, and not as an arbitrator.

5.4 The Independent Expert’s determination of the Fair Market Value shall, in the

absence of fraud or manifest error, be final and binding on the Parties.

6. [Deed of Accession] [Note: For Inter-Shareholder Loans]

In the event that the Borrower or any of its Affiliates or Consolidated Affiliates

Transfers any of its Equity Securities to any of its Affiliates or Consolidated Affiliates

pursuant to Section 6.1(c)(i) of the SHA, the Borrower or any of its Affiliates or Consolidated

Affiliates shall, simultaneously with the completion of such Transfer, deliver to the Lender a

deed of accession duly executed by such transferee in the form set out in Schedule 1, where

such transferee shall agree to be bound by the terms and conditions of this Agreement in the

capacity of the Borrower and shall be jointly and severally liable with the Borrower for the

performance of the obligations of the Borrower under this Agreement.

7. Notices.

7.1 Notice Details. Any notice required or permitted pursuant to this Agreement

shall be given in writing and shall be given either personally or by sending it by courier

service (using an internationally recognized courier company), first class pre-paid recorded

delivery post (air mail if overseas), electronic mail or fax to the addresses or numbers set out

as follows (or at such other address or number as such Party may designate by prior written

notice to the other Parties given in accordance with this Section 7):

If to the Borrower:

[insert name of Borrower]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

If to the Lender:

7

[insert name of Lender]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

7.2 Deemed Delivery. In the absence of evidence of earlier receipt, any notice

served in accordance with Section 7.1 shall be deemed to be given (a) if delivered personally

or by courier, at the time of delivery, (b) if sent by pre-paid first class recorded delivery post

(other than air mail), two (2) Business Days after posting it, (c) if sent by air mail, five (5)

Business Days after posting it, (d) if sent by electronic mail, at the time it leaves the email

gateway of the sender (subject to confirmation that the sender did not receive a message that

the email was undeliverable, which may be satisfied by producing a certificate signed by an

authorised and qualified representative of the sender), (e), if sent by fax, at the time of its

dispatch (subject to confirmation of uninterrupted transmission by the sender by a

transmission report).

8. Miscellaneous.

8.1 Further Assurances. Upon the terms and subject to the conditions herein,

each of the Parties agrees to use its best efforts to take or cause to be taken all actions, to do

or cause to be done, to execute such further instruments, and to assist and cooperate with the

other Party in doing, all things necessary, proper or advisable under applicable Laws or

otherwise to consummate and make effective, in the most expeditious manner practicable, the

matters contemplated by this Agreement and any other documents arising in connection with

the Loan and, to the extent reasonably requested by another Party, to enforce rights and

obligations pursuant hereto or thereto.

8.2 Variation. No variation of this Agreement shall be effective unless made in

writing and signed by or on behalf of each of the Parties.

8.3 Assignment.

[Version 1 – For Investor Shareholder Loan, Initial Funding Inter-Shareholder Loan, Bidco

Repayment Inter-Shareholder Loan]

(a) The Borrower may not assign or transfer all or any of its rights, benefits and

obligations under this Agreement.

(b) The Lender may at any time (i) assign its rights and benefits under this

Agreement, whether in whole or in part, without the consent of the Borrower, and (ii) transfer

its rights and obligations under this Agreement, whether in whole or in part, with the consent

of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned.

[Version 2 – For Management Shareholder Loan]

(a) The Borrower may not assign or transfer all or any of its rights, benefits and

obligations under this Agreement.

(b) The Lender may at any time (i) assign its rights and benefits under this

Agreement, whether in whole or in part, without the consent of the Borrower, and (ii) transfer

8

its rights and obligations under this Agreement, whether in whole or in part, with the consent

of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned.

(c) The Borrower acknowledges and agrees that this Agreement shall be required

to be assigned by the Lender for the benefit of the Finance Parties (as defined in the Facility

Agreement) pursuant to the requirements of the Facility Agreement.

8.4 Severability. In case any provision of the Agreement shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby.

8.5 Costs. Save as otherwise provided in this Agreement and the SHA, each Party

shall pay the costs and expenses incurred by it in connection with the entering into and

performance of its obligations under this Agreement.

8.6 Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same

instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for

purposes of the effectiveness of this Agreement.

8.7 No Third Party Rights. A Person who is not a party to this Agreement shall

have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 622 of the Laws

of Hong Kong) to enforce any of its terms.

8.8 Governing Law. This Agreement shall be governed by and construed under

the Laws of Hong Kong, without regard to principles of conflict of laws thereunder.

8.9 Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this

contract, including the existence, validity, interpretation, performance, breach or termination

thereof or any dispute regarding non-contractual obligations arising out of or relating to it

shall be referred to and finally resolved by arbitration administered by the Hong Kong

International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules

in force when the Notice of Arbitration is submitted.

(b) The law of this arbitration clause shall be Hong Kong law.

(c) The seat of arbitration shall be Hong Kong.

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall

be conducted in English.

[The remainder of this page has been left intentionally blank.]

Signature Page to [Shareholder] / [Initial Funding Inter-Shareholder] / [Bidco Repayment Inter-Shareholder] Loan Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as

of the date first written above.

Borrower

Signed for and on behalf of )

[insert name] )

) __________________________

Name:

Title:

Signature Page to [Shareholder] / [Initial Funding Inter-Shareholder] / [Bidco Repayment Inter-Shareholder] Loan Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as

of the date first written above.

Lender

Signed for and on behalf of )

[insert name] )

) __________________________

Name:

Title:

Schedule 1

Schedule 1

Form of Deed of Accession

From: [●]

To: [●] (“Lender”)

Date: [●]

Dear Sirs,

[Initial Funding Inter-Shareholder Loan Agreement] / [Bidco Repayment Inter-

Shareholder Loan Agreement] dated [●] (the “Agreement”)

We refer to the Agreement. This is the Deed of Accession. Capitalised terms used but not

otherwise defined in this Deed shall have the same meanings set out in the Agreement.

[I/We], [insert name of new shareholder] hereby agree that, for so long as [I/we] remain a

holder of any Equity Securities of the Company, [I/we] shall be bound by the terms of the

Agreement as a Borrower, and be jointly and severally liable with [Forward Elite Holdings

Limited] for the performance of the obligations of the Borrower under the Agreement.

This Deed shall be governed by and construed in all respects in accordance with the Laws of

Hong Kong, without regard to principles of conflict of laws thereunder.

Executed and Delivered as a Deed by )

[NEW SHAREHOLDER] )

in the presence of: ) __________________________

Name:

Title:

______________________________

Witness name:

Witness address:

Schedule 2

[Schedule 2]

Drawdown Notice

[Note: For Bidco Repayment Inter-Shareholder Loan]

From: [●] (“Borrower”)

To: [●] (“Lender”)

Date: [●]

Dear Sirs,

Bidco Repayment Inter-Shareholder Loan Agreement dated [●] (the “Agreement”)

We refer to the Agreement. Capitalised terms used but not otherwise defined in this notice

shall have the same meanings set out in the Agreement.

On the date hereof, the Bidco has made a Bidco Repayment in the amount of HK$[●].

Pursuant to Section 2.2 of the Agreement, we hereby confirm that we have, on the date hereof,

drawn down a Loan in the principal amount equal to the Lender’s Pro Rata Share of such

Bidco Repayment, being HK$[●].

Immediately following the aforementioned drawdown, the outstanding principal amount of

the Loan is HK$ [●].

Yours faithfully

__________________

Name:

For and on behalf of

[insert name of Borrower]

Schedule 6

SCHEDULE 6

FORM OF DEED OF NOVATION

Agreed Form

Dated ________________________

[insert name of Investor Shareholder]

as Lender

and

CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）

as Assignor

and

FORWARD ELITE HOLDINGS LIMITED（傑發控股有限公司）

as Assignee

___________________________________________________________________________

Deed of Novation

___________________________________________________________________________

1

DEED OF NOVATION

This Deed of Novation (this “Deed”) is entered into as of [●] by and among:

(1) [insert name of Investor Shareholder] (registered number [●]), a [●] company

incorporated under the laws of the [●] with its registered address at [●] (the

“Lender”);

(2) CITY LEAD DEVELOPMENTS LIMITED (城領發展有限公司 ) (registered

number 2021676), a business company incorporated under the laws of the British

Virgin Islands with its registered address at Vistra Corporate Services Centre,

Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the

“Assignor”); and

(3) FORWARD ELITE HOLDINGS LIMITED (傑發控股有限公司 ) (registered

number 2003358), a business company incorporated under the laws of the British

Virgin Islands with its registered address at Vistra Corporate Services Centre,

Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the

“Assignee”),

(each a “Party” and collectively the “Parties”).

RECITALS

(A) On [●], the Parties have, together with other parties, entered into a shareholders

agreement, pursuant to which, it was agreed, amongst others, that (a) the Lender shall

provide a shareholder loan to the Assignor in the principal amount of the Lender’s

Investor’s Pro Rata Share of the Investor Initial Funding (the “Loan”), and (b)

following the final determination of the amount of Offer Funds utilised upon expiry of

the Target Offer Period or if later, upon completion of the Compulsory Acquisition

and subject to the proviso in Section 7.2(a)(iii) of the SHA, the Assignor shall

partially novate the Loan to the Assignee in the principal amount of the Excess

Investor Initial Funding Amount (the “Novated Loan”) (the “Novation”).

(B) On [●], the Lender and the Assignor entered into a shareholder loan agreement in

respect of the provision of the Loan from the Lender to the Assignor (the “Loan

Agreement”).

(C) The Parties have determined the amount of Offer Funds utilised to be HKD[●], and

accordingly, the Excess Investor Initial Funding Amount with respect to the Assignor

is HKD[●].

(D) This Deed sets out the terms and conditions on which the Parties agree the Assignor

shall transfer by novation the Novated Loan, along with all of the Assignor’s rights

and obligations under the SHA relating to the Novated Loan, to the Assignee.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

2

which are hereby acknowledged, the Parties intending to be legally bound hereto hereby

agree as follows:

1. Definitions.

Except as otherwise defined herein, capitalized terms used in this Deed shall have the

same meanings as defined in the SHA, and the rules of interpretation set out in Section 1.3 of

the SHA shall also apply to this Agreement.

2. Novation

The Parties agree that on and from the date hereof:

2.1 the Lender irrevocably and unconditionally releases the Assignor from the

Assignor's obligations in respect of the Novated Loan, whether present or future, actual or

contingent, including its obligation to repay the Novated Loan to the Lender and the Lender's

rights against the Assignor shall be cancelled;

2.2 the Assignor irrevocably and unconditionally releases the Lender from all the

Lender's obligations in respect of the Novated Loan, whether present or future, actual or

contingent, and the Lender's rights against the Assignor shall be cancelled;

2.3 the Assignee shall acquire all rights and obligations in respect of the Novated

Loan which are identical in character to the entire rights and obligations in respect of the

Novated Loan which the Assignor had; and

2.4 the Assignee undertakes to perform all obligations towards the Lender in

respect of the Novated Loan which are identical in character to the obligations in respect of

the Novated Loan which the Assignor had.

3. Confirmation

The Assignor and the Assignee agree and confirm that with effect on and from the

date hereof:

3.1 the Assignor no longer has any rights or obligations in relation to the Novated

Loan;

3.2 the Assignee shall not take any actions or proceedings against the Assignor or

any officer, employee or agent of the Assignor (each a “Relevant Person”) in respect of any

claim it might have against a Relevant Person for any cost, loss or liability incurred by the

Assignee as a result of its execution of this Deed or which arises in connection with this Deed

(except for any such actions and proceedings for any such costs, loss or liability incurred by

the Assignee by reason of a Relevant Person's gross negligence or wilful misconduct);

3.3 the Assignor shall have no obligation at any time to enter into any

arrangements to repurchase or reacquire all or any part of the Novated Loan; and

3.4 the Assignor shall have no obligation to reimburse or indemnify the Assignee

for any cost, loss or liability incurred by the Assignee:

3

(a) pursuant to or in connection with this Deed (unless such cost, loss or liability

is incurred by reason of a Relevant Person's gross negligence or wilful misconduct); or

(b) as a result of any failure by the Lender to perform any of its obligations in

respect of the Novated Loan under the SHA.

4. Amendment and Restatement of Loan Agreement

4.1 The Parties agree that on and from the date hereof, the Loan Agreement shall

be amended and restated (a) in the form set out in Schedule 1 with respect to the Novated

Loan, and (b) in the form set out in Schedule 2 with respect to the balance of the Loan (each

an “Amended and Restated Loan Agreement”).

4.2 The Loan Agreement, as so amended and restated in accordance with Section

4.1 shall be binding upon each of the parties thereto.

5. Notices.

5.1 Notice Details. Any notice required or permitted pursuant to this Deed shall be

given in writing and shall be given either personally or by sending it by courier service (using

an internationally recognized courier company), first class pre-paid recorded delivery post

(air mail if overseas), electronic mail or fax to the addresses or numbers set out as follows (or

at such other address or number as such Party may designate by prior written notice to the

other Parties given in accordance with this Section 4):

If to the Lender:

[insert name of the Investor shareholder]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

If to the Assignor:

CITY LEAD DEVELOPMENTS LIMITED（城領發展有限公司）

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

If to the Assignee:

FORWARD ELITE HOLDINGS LIMITED（傑發控股有限公司）

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

5.2 Deemed Delivery. In the absence of evidence of earlier receipt, any notice

served in accordance with Section 5.1 shall be deemed to be given (a) if delivered personally

4

or by courier, at the time of delivery, (b) if sent by pre-paid first class recorded delivery post

(other than air mail), two (2) Business Days after posting it, (c) if sent by air mail, five (5)

Business Days after posting it, (d) if sent by electronic mail, at the time it leaves the email

gateway of the sender (subject to confirmation that the sender did not receive a message that

the email was undeliverable, which may be satisfied by producing a certificate signed by an

authorised and qualified representative of the sender), (e), if sent by fax, at the time of its

dispatch (subject to confirmation of uninterrupted transmission by the sender by a

transmission report).

6. Miscellaneous.

6.1 Further Assurances. Upon the terms and subject to the conditions herein,

each of the Parties agrees to use its best efforts to take or cause to be taken all actions, to do

or cause to be done, to execute such further instruments, and to assist and cooperate with the

other Party in doing, all things necessary, proper or advisable under applicable Laws or

otherwise to consummate and make effective, in the most expeditious manner practicable, the

matters contemplated by this Deed and, to the extent reasonably requested by another Party,

to enforce rights and obligations pursuant hereto or thereto.

6.2 Variation. No variation of this Deed shall be effective unless made in writing

and signed by or on behalf of each of the Parties.

6.3 Severability. In case any provision of the Deed shall be invalid, illegal or

unenforceable, the validity, legality and enforceability of the remaining provisions shall not

in any way be affected or impaired thereby.

6.4 Costs. Save as otherwise provided in this Deed and the SHA, each Party shall

pay the costs and expenses incurred by it in connection with the entering into and

performance of its obligations under this Deed.

6.5 Counterparts. This Deed may be executed in counterparts, each of which

shall be deemed an original, but all of which together shall constitute one and the same

instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for

purposes of the effectiveness of this Agreement.

6.6 No Third Party Rights. A Person who is not a party to this Agreement shall

have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 622 of the Laws

of Hong Kong) to enforce any of its terms.

6.7 Governing Law. This Agreement shall be governed by and construed under

the Laws of Hong Kong, without regard to principles of conflict of laws thereunder.

6.8 Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this

contract, including the existence, validity, interpretation, performance, breach or termination

thereof or any dispute regarding non-contractual obligations arising out of or relating to it

shall be referred to and finally resolved by arbitration administered by the Hong Kong

International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules

in force when the Notice of Arbitration is submitted.

5

(b) The law of this arbitration clause shall be Hong Kong law.

(c) The seat of arbitration shall be Hong Kong.

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall

be conducted in English.

[The remainder of this page has been left intentionally blank.]

Signature Page to Deed of Novation

IN WITNESS WHEREOF, the Parties hereto have executed this Deed as of

the date first written above.

Lender

EXECUTED and DELIVERED )

as a DEED for and on behalf of )

[insert name] )

) __________________________

Duly Authorized Signatory

Name:

Title:

Signature Page to Deed of Novation

IN WITNESS WHEREOF, the Parties hereto have executed this Deed as of

the date first written above.

Assignor

EXECUTED and DELIVERED )

as a DEED for and on behalf of )

CITY LEAD DEVELOPMENTS LIMITED )

(城領發展有限公司) )

) __________________________

Duly Authorized Signatory

Name:

Title:

Signature Page to Deed of Novation

IN WITNESS WHEREOF, the Parties hereto have executed this Deed as of

the date first written above.

Assignee

EXECUTED and DELIVERED )

as a DEED for and on behalf of )

FORWARD ELITE HOLDINGS LIMITED )

(傑發控股有限公司) )

)

) __________________________

Duly Authorized Signatory

Name:

Title:

Deed of Novation – Schedule 1 – 1

SCHEDULE 1

AMENDED AND RESTATED INVESTOR SHAREHOLDER LOAN AGREEMENT

Dated ________________________

[insert name of Borrower]

as Borrower

and

[insert name of Lender]

as Lender

___________________________________________________________________________

AMENDED AND RESTATED SHAREHOLDER LOAN AGREEMENT

___________________________________________________________________________

Deed of Novation – Schedule 1 – 2

AMENDED AND RESTATED SHAREHOLDER LOAN AGREEMENT

This Amended and Restated Shareholder Loan Agreement (this “Agreement”) is

entered into as of [●] (as amended, restated and novated on [●]) by and among:

(1) [●] (registered number [●]), a [●] company incorporated under the laws of the [●]

with its registered address at [●] (the “Borrower”); and

(2) [●] (registered number [●]), a [●] company incorporated under the laws of the [●]

with its registered address at [●] (the “Lender”),

(each a “Party” and collectively the “Parties”).

RECITALS

(A) Pursuant to a shareholders agreement (the “SHA”) dated [●] between the Lender,

Borrower and [insert other parties], the parties thereto have agreed to fund various

shareholder loans to the Borrower;

(B) The Lender and the Borrower have entered into a shareholder loan agreement (the

“Loan Agreement”) dated [●], pursuant to which the Lender advanced to the

Borrower the Loan (as defined therein);

(C) Pursuant to a deed of novation (the “Novation Deed”) dated [●] between the Lender,

the Borrower and the Assignee (as defined therein), the Borrower has partially

novated the Loan under the Loan Agreement, of an amount equal to the Lender’s

Excess Investor Initial Funding Amount (as defined under the SHA), to the Assignee

(as defined therein) (the “Novation”); and

(D) Following the Novation, the Parties have agreed to amend and restate the terms of the

Loan Agreement as further set out herein.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties intending to be legally bound hereto hereby

agree as follows:

1. Definitions.

1.1 Except as otherwise defined herein, capitalized terms used in this Agreement

shall have the same meanings as defined in the SHA, and the rules of interpretation set out in

Section [1.3] of the SHA shall also apply to this Agreement.

2. The Loan.

2.1 Loan.

The Lender hereby grants a loan facility to the Borrower in an aggregate amount of up

to HK$[●] (the “Loan”).

Deed of Novation – Schedule 1 – 3

2.2 Drawdown.

The Parties acknowledge that full amount of the Loan has been drawn down in one

lump sum on [insert date on which the Initial Funding was made].

2.3 Use of Proceeds. The Loan shall be utilized pursuant to the purposes

permitted under the SHA.

2.4 Interest.

The Parties agree that the Loan shall be interest free.

2.5 Repayment.

(a) Subject to paragraph (b) below, the Borrower shall repay the entire outstanding

principal balance of the Loan within ten (10) Business Days following the date on which

written notice is given by the Lender to the Borrower (the “Demand Notice”) demanding

immediate repayment of the unpaid principal outstanding.

(b) The Lender shall not issue a Demand Notice unless:

(i) all Finance Documents Liabilities have been fully and finally settled;

and

(ii) simultaneously with the issuance of the Demand Notice, the lender

under each other Investor Shareholder Loan and Management Shareholder Loan shall also

issue a demand notice in accordance with the terms of such Investor Shareholder Loan and

Management Shareholder Loan.

2.6 Voluntary Prepayment.

(a) The Borrower may prepay the Loan in full or in part at any time by providing

the Lender with a written notice at least two (2) Business Days in advance of such

prepayment, without any prepayment penalty or premium.

(b) Any amount prepaid in accordance with Section 2.6(a) shall first be applied in

reducing the amount of outstanding interest (if any) accrued on the Loan in full before the

balance thereof is applied to repay the principal amount of the Loan

(c) Notwithstanding any provision to the contrary, no prepayment or repayment of

all or any part of any Loan shall be made if such prepayment or repayment will result in a

breach of, or otherwise conflict with, the SHA.

2.7 No Re-borrowing. Any part of the Loan which is repaid or prepaid may not

be re-borrowed.

3. Notices.

3.1 Notice Details. Any notice required or permitted pursuant to this Agreement

shall be given in writing and shall be given either personally or by sending it by courier

service (using an internationally recognized courier company), first class pre-paid recorded

delivery post (air mail if overseas), electronic mail or fax to the addresses or numbers set out

Deed of Novation – Schedule 1 – 4

as follows (or at such other address or number as such Party may designate by prior written

notice to the other Parties given in accordance with this Section 3):

If to the Borrower:

[insert name of Borrower]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

If to the Lender:

[insert name of Lender]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

3.2 Deemed Delivery. In the absence of evidence of earlier receipt, any notice

served in accordance with Section 3.1 shall be deemed to be given (a) if delivered personally

or by courier, at the time of delivery, (b) if sent by pre-paid first class recorded delivery post

(other than air mail), two (2) Business Days after posting it, (c) if sent by air mail, five (5)

Business Days after posting it, (d) if sent by electronic mail, at the time it leaves the email

gateway of the sender (subject to confirmation that the sender did not receive a message that

the email was undeliverable, which may be satisfied by producing a certificate signed by an

authorised and qualified representative of the sender), (e), if sent by fax, at the time of its

dispatch (subject to confirmation of uninterrupted transmission by the sender by a

transmission report).

4. Miscellaneous.

4.1 Further Assurances. Upon the terms and subject to the conditions herein,

each of the Parties agrees to use its best efforts to take or cause to be taken all actions, to do

or cause to be done, to execute such further instruments, and to assist and cooperate with the

other Party in doing, all things necessary, proper or advisable under applicable Laws or

otherwise to consummate and make effective, in the most expeditious manner practicable, the

matters contemplated by this Agreement and any other documents arising in connection with

the Loan and, to the extent reasonably requested by another Party, to enforce rights and

obligations pursuant hereto or thereto.

4.2 Variation. No variation of this Agreement shall be effective unless made in

writing and signed by or on behalf of each of the Parties.

4.3 Assignment.

(a) The Borrower may not assign or transfer all or any of its rights, benefits and

obligations under this Agreement.

(b) The Lender may at any time (i) assign its rights and benefits under this

Agreement, whether in whole or in part, without the consent of the Borrower, and (ii) transfer

Deed of Novation – Schedule 1 – 5

its rights and obligations under this Agreement, whether in whole or in part, with the consent

of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned.

4.4 Severability. In case any provision of the Agreement shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby.

4.5 Costs. Save as otherwise provided in this Agreement and the SHA, each Party

shall pay the costs and expenses incurred by it in connection with the entering into and

performance of its obligations under this Agreement.

4.6 Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same

instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for

purposes of the effectiveness of this Agreement.

4.7 No Third Party Rights. A Person who is not a party to this Agreement shall

have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 622 of the Laws

of Hong Kong) to enforce any of its terms.

4.8 Governing Law. This Agreement shall be governed by and construed under

the Laws of Hong Kong, without regard to principles of conflict of laws thereunder.

4.9 Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this

contract, including the existence, validity, interpretation, performance, breach or termination

thereof or any dispute regarding non-contractual obligations arising out of or relating to it

shall be referred to and finally resolved by arbitration administered by the Hong Kong

International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules

in force when the Notice of Arbitration is submitted.

(b) The law of this arbitration clause shall be Hong Kong law.

(c) The seat of arbitration shall be Hong Kong.

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall

be conducted in English.

[The remainder of this page has been left intentionally blank.]

Deed of Novation – Schedule 2 – 1

SCHEDULE 2

AMENDED AND RESTATED INVESTOR SHAREHOLDER LOAN AGREEMENT

Dated ________________________

[insert name of Borrower]

as Borrower

and

[insert name of Lender]

as Lender

___________________________________________________________________________

AMENDED AND RESTATED SHAREHOLDER LOAN AGREEMENT

___________________________________________________________________________

Deed of Novation – Schedule 2 – 2

AMENDED AND RESTATED SHAREHOLDER LOAN AGREEMENT

This Amended and Restated Shareholder Loan Agreement (this “Agreement”) is

entered into as of [●] (as amended, restated and novated on [●]) by and among:

(3) [●] (registered number [●]), a [●] company incorporated under the laws of the [●]

with its registered address at [●] (the “Borrower”); and

(4) [●] (registered number [●]), a [●] company incorporated under the laws of the [●]

with its registered address at [●] (the “Lender”),

(each a “Party” and collectively the “Parties”).

RECITALS

(E) Pursuant to a shareholders agreement (the “SHA”) dated [●] between the Lender,

Borrower and [insert other parties], the parties thereto have agreed to fund various

shareholder loans to the Borrower;

(F) The Lender and the Borrower have entered into a shareholder loan agreement (the

“Loan Agreement”) dated [●], pursuant to which the Lender advanced to the

Borrower the Loan (as defined therein);

(G) Pursuant to a deed of novation (the “Novation Deed”) dated [●] between the Lender,

the Borrower and the Assignee (as defined therein), the Borrower has partially

novated the Loan under the Loan Agreement, of an amount equal to the Lender’s

Excess Investor Initial Funding Amount (as defined under the SHA), to the Assignee

(as defined therein) (the “Novation”); and

(H) Following the Novation, the Parties have agreed to amend and restate the terms of the

Loan Agreement as further set out herein.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties intending to be legally bound hereto hereby

agree as follows:

1. Definitions.

1.1 Except as otherwise defined herein, capitalized terms used in this Agreement

shall have the same meanings as defined in the SHA, and the rules of interpretation set out in

Section 1.3 of the SHA shall also apply to this Agreement.

2. The Loan.

2.1 Loan.

The Lender hereby grants a loan facility to the Borrower in an aggregate amount of up

to HK$[●] (the “Loan”).

Deed of Novation – Schedule 2 – 3

2.2 Drawdown.

The Parties acknowledge that full amount of the Loan has been drawn down in one

lump sum on [insert date on which the Initial Funding was made].

2.3 Use of Proceeds. The Loan shall be utilized pursuant to the purposes

permitted under the SHA.

2.4 Interest.

The Parties agree that the Loan shall be interest free.

2.5 Repayment.

(a) Subject to paragraph (b) below, the Borrower shall repay the entire outstanding

principal balance of the Loan within ten (10) Business Days following the date on which

written notice is given by the Lender to the Borrower (the “Demand Notice”) demanding

immediate repayment of the unpaid principal outstanding.

(b) The Lender shall not issue a Demand Notice unless:

(i) all Finance Documents Liabilities have been fully and finally settled;

and

(ii) simultaneously with the issuance of the Demand Notice, the lender

under each other Investor Shareholder Loan and Management Shareholder Loan shall also

issue a demand notice in accordance with the terms of such Investor Shareholder Loan and

Management Shareholder Loan.

2.6 Voluntary Prepayment.

(a) The Borrower may prepay the Loan in full or in part at any time by providing

the Lender with a written notice at least two (2) Business Days in advance of such

prepayment, without any prepayment penalty or premium.

(b) Any amount prepaid in accordance with Section 2.6(a) shall first be applied in

reducing the amount of outstanding interest (if any) accrued on the Loan in full before the

balance thereof is applied to repay the principal amount of the Loan

(c) Notwithstanding any provision to the contrary, no prepayment or repayment of

all or any part of any Loan shall be made if such prepayment or repayment will result in a

breach of, or otherwise conflict with, the SHA.

2.7 No Re-borrowing. Any part of the Loan which is repaid or prepaid may not

be re-borrowed.

3. Notices.

3.1 Notice Details. Any notice required or permitted pursuant to this Agreement

shall be given in writing and shall be given either personally or by sending it by courier

service (using an internationally recognized courier company), first class pre-paid recorded

delivery post (air mail if overseas), electronic mail or fax to the addresses or numbers set out

Deed of Novation – Schedule 2 – 4

as follows (or at such other address or number as such Party may designate by prior written

notice to the other Parties given in accordance with this Section 3):

If to the Borrower:

[insert name of Borrower]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

If to the Lender:

[insert name of Lender]

Address: [●]

Fax: [●]

Email: [●]

Attention: [●]

3.2 Deemed Delivery. In the absence of evidence of earlier receipt, any notice

served in accordance with Section 3.1 shall be deemed to be given (a) if delivered personally

or by courier, at the time of delivery, (b) if sent by pre-paid first class recorded delivery post

(other than air mail), two (2) Business Days after posting it, (c) if sent by air mail, five (5)

Business Days after posting it, (d) if sent by electronic mail, at the time it leaves the email

gateway of the sender (subject to confirmation that the sender did not receive a message that

the email was undeliverable, which may be satisfied by producing a certificate signed by an

authorised and qualified representative of the sender), (e), if sent by fax, at the time of its

dispatch (subject to confirmation of uninterrupted transmission by the sender by a

transmission report).

4. Miscellaneous.

4.1 Further Assurances. Upon the terms and subject to the conditions herein,

each of the Parties agrees to use its best efforts to take or cause to be taken all actions, to do

or cause to be done, to execute such further instruments, and to assist and cooperate with the

other Party in doing, all things necessary, proper or advisable under applicable Laws or

otherwise to consummate and make effective, in the most expeditious manner practicable, the

matters contemplated by this Agreement and any other documents arising in connection with

the Loan and, to the extent reasonably requested by another Party, to enforce rights and

obligations pursuant hereto or thereto.

4.2 Variation. No variation of this Agreement shall be effective unless made in

writing and signed by or on behalf of each of the Parties.

4.3 Assignment.

(a) The Borrower may not assign or transfer all or any of its rights, benefits and

obligations under this Agreement.

(b) The Lender may at any time (i) assign its rights and benefits under this

Agreement, whether in whole or in part, without the consent of the Borrower, and (ii) transfer

Deed of Novation – Schedule 2 – 5

its rights and obligations under this Agreement, whether in whole or in part, with the consent

of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned.

4.4 Severability. In case any provision of the Agreement shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby.

4.5 Costs. Save as otherwise provided in this Agreement and the SHA, each Party

shall pay the costs and expenses incurred by it in connection with the entering into and

performance of its obligations under this Agreement.

4.6 Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same

instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for

purposes of the effectiveness of this Agreement.

4.7 No Third Party Rights. A Person who is not a party to this Agreement shall

have no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 622 of the Laws

of Hong Kong) to enforce any of its terms.

4.8 Governing Law. This Agreement shall be governed by and construed under

the Laws of Hong Kong, without regard to principles of conflict of laws thereunder.

4.9 Dispute Resolution.

(a) Any dispute, controversy, difference or claim arising out of or relating to this

contract, including the existence, validity, interpretation, performance, breach or termination

thereof or any dispute regarding non-contractual obligations arising out of or relating to it

shall be referred to and finally resolved by arbitration administered by the Hong Kong

International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules

in force when the Notice of Arbitration is submitted.

(b) The law of this arbitration clause shall be Hong Kong law.

(c) The seat of arbitration shall be Hong Kong.

(d) The number of arbitrators shall be three (3). The arbitration proceedings shall

be conducted in English.

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