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1、 (the “Compliance Adviser”)Dear Sirs,Appointment of Compliance AdviserWe refer to the provision of Rule 3A.19 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).* (the Company) has made an application for the listing of, and permission to
2、deal in, its shares on the main board of The Stock Exchange of Hong Kong Limited (the HKSE) (the Listing).1. AppointmentFor the purposes of Rule 3A.19 of the Listing Rules, the Company appoints the Compliance Adviser and the Compliance Adviser agrees to be appointed to provide the Company with the s
3、ervices set out in paragraph 2 below (the Services) on and subject to the terms and conditions of this letter.(a) The Compliance Adviser shall, subject to the provisions of paragraph 6 below, provide the Company with the Services for a period commencing on the date on which the shares of the Company
4、 are listed on the HKSE (the Effective Date), and ending on the date on which the company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the Effective Date (which, for the avoidance of doubt shall mean the financia
5、l year ending 31 December 2013) or until this letter is terminated in accordance with the terms hereof, whichever is earlier (the Term). Based on the provisions under the Listing Rules, the Term expires on 30 April 2014, being the deadline for the publication of the Companys annual report for the ye
6、ar ending 31 December 2013 as currently stipulated under the Listing Rules. (b) This appointment may be extended (a) by mutual agreement or (b) in the event that the HKSE directs the Company to appoint a compliance adviser for such longer period, subject to mutual agreement between the parties to th
7、is letter of the terms and conditions of such extension. 2. Services(a) The Services are:-(i) to provide the Company with professional advice in a timely manner on continuous compliance with the requirements under the Listing Rules, the Securities and Futures Ordinance and the Codes on Takeovers and
8、 Mergers and Share Repurchases, if applicable, as amended or supplemented from time to time and all other applicable laws, rules, codes and guidelines (the Requirements) which are relevant and material to the Companys status as a listed company on the HKSE;(ii) to inform the Company in a timely mann
9、er of any amendment or supplement to the Requirements from time to time and to provide the Company with a copy of such amendment or supplement as soon as reasonably practicable; (iii) to act as the Companys principal channel of communication with the HKSE and the Securities and Futures Commission in
10、 addition to the two authorised representatives and their alternates (the Authorised Representatives) appointed by the Company in accordance with the requirements of the Listing Rules;(iv) to accompany the Company to any meeting with the HKSE, unless otherwise requested by the HKSE;(v) when the Comp
11、any consults with the Compliance Adviser at the time of reviewing a financial report of the Company before the publication of any regulatory announcement (whether required by the Listing Rules or requested by the HKSE or otherwise), circular or financial report and upon the Company notifying the Com
12、pliance Adviser of a proposed change in the use of proceeds of the initial public offering where the Company proposed to use the proceeds of the initial public offering in a manner different from that detailed in the prospectus or where the business, activities, developments or results of the Compan
13、y deviate from any forecast, estimate, or other information in the prospectus, to discuss the following (as appropriate) with the Company:(A) the Companys operating performance and financial condition by reference to its business objectives and use of issue proceeds as stated in its prospectus;(B) t
14、he Companys compliance with the terms and conditions of any waivers granted from the Listing Rules at the time of Listing;(C) whether any profit forecast or estimate in the prospectus will be or has been met by the Company and advise the Company to notify the HKSE and inform the public in a timely a
15、nd appropriate manner; and(D) the Companys compliance with any undertakings provided by the Company and its directors at the time of Listing, and, in the event of non-compliance, discuss the issue with the Companys board of directors (the Board) and make recommendations to the Board regarding approp
16、riate remedial steps(vi) if required by the HKSE, to deal with the HKSE in respect of any or all matters set out in Rule 3A.23 of the Listing Rules;(vii) in relation to an application by the Company for a waiver from any of the requirements in Chapter 14A of the Listing Rules, to advise the Company
17、on its obligations and in particular the requirement to appoint an independent financial adviser; and(viii) to assess the understanding of all new appointees to the Board regarding the nature of their responsibilities and fiduciary duties as a director of a listed company, and, to the extent the Com
18、pliance Adviser forms an opinion that the new appointees understanding is inadequate, discuss the inadequacies with the Board and make recommendations to the Board regarding appropriate remedial steps such as training.(b) The Compliance Adviser shall, during the Term, provide the Services in accorda
19、nce with, and to the extent required by, the obligations imposed upon it by the Requirements (as such are amended from time to time) including those set out in Chapter 3A of the Listing Rules.(c) The Services shall be provided by the Compliance Adviser in the Chinese or English language, as the Comp
20、any shall request, by telephone, in person or in writing (by facsimile, letter or e-mail) as appropriate or as the Company and the Compliance Adviser may agree.(d) The Compliance Adviser may seek the assistance of its affiliates for the time being (and from time to time) and other professional advis
21、ers to perform its obligations under this letter. The appointment of any such adviser referred to in this sub-clause shall be subject to prior consent of the Company and any costs and expenses reasonably incurred in employing such advisers shall not be borne by the Company unless otherwise agreed by
22、 the Company in writing.3. Undertakings(a) The Company undertakes to the Compliance Adviser that:-(i) it will ensure that there are adequate and efficient means of communication to enable the Compliance Adviser to contact the Company, its directors, other senior management and the Authorised Represe
23、ntatives in connection with the performance of its duties under this letter; (ii) it will use reasonable endeavours to ensure that any public disclosure of information to be made by the Company in Hong Kong or any other relevant jurisdiction in accordance with the requirements of any applicable laws
24、, regulations and codes will be properly co-ordinated and made in a timely and orderly manner; and(iii) it will not, during the Term, appoint or instruct another compliance adviser in Hong Kong except with the prior written consent of the Compliance Adviser, which consent shall not be unreasonably w
25、ithheld or delayed. For the avoidance of doubt, this clause shall not impose any restriction against the Company from appointing other professional advisers in providing advice to the Company on any matters, including but not limited to matters relating to the Requirements.(b) The Compliance Adviser
26、 undertakes to the Company that:(i) it will give a written undertaking to the HKSE in the terms set out in rule 3A.22 of the Listing Rules and in the form in Appendix 20 of the Listing Rules upon the signing of this letter by the Company;(ii) it will, at all times during the Term, comply with all ap
27、plicable laws, rules, regulations, codes and guidelines applicable to it as the Compliance Adviser (including without limitation, the Listing Rules, the Securities and Futures Commissions Code of Conduct for Corporate Finance Adviser, the Code of Conduct for Persons Licensed by or Registered with th
28、e Securities and Futures Commission, the Codes on Takeovers and Mergers and Share Repurchases); (iii) it will, at all times during the Term, ensure that it holds a valid SFC license to act as a compliance adviser, and that no letter of mindedness or similar order of the SFC is outstanding that affec
29、ts its ability to discharge its obligations as compliance adviser of a company listed in Hong Kong; (iv) it will, at all times during the Term, perform and discharge its duties and responsibilities as the Compliance Adviser with impartiality and with due care and skill; and(v) it will not, where rea
30、sonably practicable, communicate or otherwise deal with the HKSE without the prior knowledge of the Company, and it will ensure that the Company is kept fully informed of all communications and dealings between it or any other person acting on its behalf and the HKSE in connection with the Listing a
31、nd continued Listing and that there is no inconsistency or contradiction between such communications and dealings and the communications and dealings between the Company and the HKSE.4. Fees and Expenses(a) In consideration of the provision of the Services by the Compliance Adviser from the Effectiv
32、e Date throughout the Term, and subject to due performance of its obligations hereunder, the Company will pay to the Compliance Adviser a monthly fee of HK$20,000 (the Fee) starting from the listing date of the Company and expiring at the end of the Term (as defined in paragraph 1(a) above). The Fee
33、 is payable quarterly in advance during the Term. (b) The fees outlined in clause (a) above does not include reasonable out-of-pocket expenses such as traveling and lodging reasonably incurred by the Compliance Adviser in the performance of its duties under this letter (the Expenses), provided that
34、any such Expenses shall have prior approval of the Company, unless otherwise agreed by the Company. (c) The Fee does NOT apply to transactions that require (i) separate disclosure and circular to the Companys shareholders for the purpose of convening special general meetings to approve such transact
35、ions; or any new securities issue or share repurchase and (ii) substantial involvement of the Compliance Advisers time and effort. In any such case, a fee will have to be separately agreed between the Company and the Compliance Adviser, in the event the Company appoints the Compliance Adviser to pro
36、vide advice other than in its capacity as a compliance adviser on the above-mentioned transactions. Notwithstanding the above, the Company reserve the right to appoint other advisers to provide the services required by the Company should it wish to do so. 5. Confidentially and Disclosure of Informat
37、ion(a) The Compliance Adviser undertakes to keep confidential and to procure its associates (as defined under the Listing Rules), directors and staff to keep confidential any information which is provided to it or its associates by or on behalf of the Company and which is not publicly available and
38、not to disclose and to procure that its associates, directors and staff will not disclose such information to third parties, otherwise than in accordance with the Companys prior written instructions.(b) Disclosure will be permitted as required by law or any relevant regulatory authority in any relev
39、ant jurisdiction and the Compliance Adviser shall, to the extent required by law or any relevant authority, be entitled to disclose any information, and/or to produce any documents, relating to the Companys business or affairs provided that the Compliance Adviser will, before making any required dis
40、closure, notify the Company in writing to provide the opportunity for the Company to contest such disclosure unless the same is prohibited by laws or applicable regulations.6. Termination(a) In the event that the Compliance Advisers work is of unacceptable standard (which the Compliance Adviser has
41、failed to rectify within a period of one month after a written notice has been given by the Company to the Compliance Adviser notifying the Compliance Adviser of such unacceptable standard) or there is a material dispute (which cannot be resolved within 30 days) over fees payable by the Company to t
42、he Compliance Adviser, the Company shall have the right, upon giving at least one months prior written notice to the Compliance Adviser and without compensation (except for amounts accrued and due hereunder prior to such date), to terminate the appointment of the Compliance Adviser under this letter
43、.(b) The Company shall be entitled to terminate the appointment of the Compliance Adviser forthwith if (i) the Compliance Adviser shall cease to be qualified to provide the Services hereunder, (ii) any letter of mindedness or similar order of the Securities and Futures Commission is outstanding whic
44、h affects the Compliance Adviser ability to discharge its obligations hereunder, or (iii) if the Compliance Adviser shall have committed a material breach of this letter.(c) The Compliance Adviser shall have the right, upon giving at least three months prior written notice to the Company, to termina
45、te its appointment as Compliance Adviser under this letter if the Company has committed a material breach of the terms of this letter (which the Company has failed to rectify within a period of two months (or such longer period as mutually agreed by the Company and the Compliance Adviser) after a wr
46、itten notice has been given by the Compliance Adviser to the Company notifying the Company of such breach).(d) In the event that the Company exercises its right of termination under sub-paragraph (a) or (b), the Company and the Compliance Adviser shall give notice to the HKSE of such termination and
47、 shall state the reason for such termination. The Company and the new replacement compliance adviser shall immediately notify the HKSE of the new compliance advisers appointment.(e) Upon termination of this letter by the Company under sub-paragraph (a) or (b), any advance fees paid to the Compliance
48、 Adviser shall be refunded to the Company forthwith upon termination.(f) Termination of the Compliance Advisers appointment hereunder for whatever reason shall not affect the antecedent rights or duties of any party hereunder and shall be without prejudice to paragraphs 5, 7, 8, 12, 13 and 14 of thi
49、s letter which shall continue in full force and effect for all purposes.7. Indemnity(a) The Company undertakes to indemnify the Compliance Adviser against all actions, claims and proceedings from time to time made (together the Actions) against, and all losses and damage suffered and all payments, costs, expenses and legal fees reasonably made or incurred (together the Losses) by the Compliance Adviser (with such amounts of indemnity to be paid to th