(1)

MINISO GROUP HOLDING LIMITED 名創優品集團控股有限公司 , a company incorporated in the Cayman Islands with limited liability, as the issuer (the “Issuer”); and

(2)

THE BANK OF NEW YORK MELLON, LONDON BRANCH, a banking corporation organised and existing under the laws of the State of New York with limited liability and operating through its branch in London at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom (the “Trustee”, which expression, where the context so admits, includes any successor trustee or other trustee for the time being of this Trust Deed).

(A)

The Issuer, incorporated in the Cayman Islands with limited liability, has authorised the issue of U.S.$550,000,000 0.50 Per Cent. Equity Linked Securities due 2032 to be constituted by this Trust Deed.

(B)

The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

1.

INTERPRETATION

1.1

Definitions: The following expressions have the following meanings:

(a)

Sections 1471 to 1474 of the Code or any associated regulation, instruction or other official guidance, as amended from time to time;

(b)

any treaty, law, regulation, instruction or other official guidance enacted or amended in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above of this definition;

(c)

any agreement pursuant to the implementation of paragraphs (a) or (b) above of this definition with the U.S. Internal Revenue Service, the Government of the United States or any governmental or taxation authority in any other jurisdiction; or

(d)

any treaty, law, regulation, instruction or other official guidance analogous to paragraphs (a) or (b) of this definition enacted or amended in any other jurisdiction from time to time, and any agreement pursuant to the implementation of any such treaty, law, regulation, instruction or other official guidance with any governmental or taxation authority in any jurisdiction;

1.2

Construction of Certain References: References to:

(a)

costs, charges, remuneration or expenses include any withholding, value added, turnover or similar tax charged in respect thereof;

(b)

“U.S. dollars” and “U.S.$” are to the lawful currency for the time being of the United States of America;

(c)

“Hong Kong dollars”, “HK dollars”, “HK$” and “Hong Kong cent” are to the lawful currency for the time being of the Hong Kong Special Administrative Region of the People’s Republic of China; and

(d)

an action, remedy or method of judicial proceedings for the enforcement of creditors’ rights includes references to the action, remedy or method of judicial proceedings in jurisdictions other than England or Hong Kong as shall most nearly approximate thereto.

1.3

Headings: Headings shall be ignored in construing this Trust Deed.

1.4

Schedules: The Schedules are part of this Trust Deed and have effect accordingly.

1.5

Clauses: References in this Trust Deed to Clauses are to clauses in this Trust Deed unless otherwise stated.

1.6

Alternative Clearing System: References in this Trust Deed to Euroclear and Clearstream shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system (an “Alternative Clearing System”) selected by the Issuer and approved in writing by the Trustee, the Principal Agent and the Registrar.

1.7

The Conditions: In this Trust Deed, unless the context requires or the same are otherwise defined, words and expressions defined in the Conditions and not otherwise defined herein shall have the same meaning in this Trust Deed.

1.8

Amended Documents: Save where the contrary is indicated, any reference in this Trust Deed to any other agreement or document shall be construed as a reference to such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented.

2.

AMOUNT OF THE SECURITIES AND COVENANT TO PAY

2.1

Amount of the Securities: Subject to Condition 15 and Clause 21, the aggregate principal amount of the Securities is limited to U.S.$550,000,000.

2.2

Covenant to Pay: The Issuer will on any date when any Securities become due to be redeemed unconditionally pay to or to the order of the Trustee in U.S. dollars in immediately available funds the principal amount of the Securities becoming due for redemption or repayment on that date together with any applicable interest or premium and will (subject to the Conditions) until such payment (both before and after judgment) unconditionally pay to or to the order of the Trustee interest on the principal amount of the Securities outstanding as set out in the Conditions provided that:

(a)

subject to the provisions of Clause 2.4, payment of any sum due in respect of the Securities made to the Principal Agent as provided in the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Security Holders under the Conditions; and

(b)

a payment made after the due date or pursuant to Condition 10 will be deemed to have been made when the full amount due (including interest accrued) has been received by the Principal Agent or the Trustee and notice to that effect has been given to the Security Holders (if required under Clause 10.8), except to the extent that there is failure in its subsequent payment to the relevant Security Holders under the Conditions.

2.3

Discharge: Subject to Clause 2.4, any payment to be made in respect of the Securities by the Issuer or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to that extent be a good and complete discharge to the Issuer or the Trustee, as the case may be, except to the extent that there is a failure in its subsequent payment to the relevant Security Holders.

2.4

Payment after a Default: At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may:

(a)

by notice in writing to the Issuer and the Agents, require the Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law:

(i)

to act as agents of the Trustee under this Trust Deed and the Securities, on the terms of the Agency Agreement (with consequential amendments as necessary and except that the Trustee’s liability for the indemnification, remuneration and expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Securities on the terms of this Trust Deed and available for such purpose) and thereafter to hold all Certificates and all moneys, documents and records held by them in respect of the Securities to the order of the Trustee; and/or

(ii)

to deliver all Certificates and all moneys, documents and records held by them in respect of the Securities to the Trustee or as the Trustee directs in such notice or subsequently, provided that this Clause 2.4(a) shall not apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation to which it is subject; and

(b)

by notice in writing to the Issuer require it to make all subsequent payments in respect of the Securities to or to the order of the Trustee and not to the Principal Agent with effect from the issue of any such notice to the Issuer; and from then until such notice is withdrawn, Clause 2.2(a) above shall cease to have effect.

3.

FORM OF THE SECURITIES

3.1

The Global Certificate: The Securities will initially be represented by the Global Certificate in registered form in the principal amount of U.S.$550,000,000 which shall be deposited with the Common Depositary for Euroclear and Clearstream. The Global Certificate shall be registered in the name of a nominee of the Common Depositary. The Global Certificate will be exchangeable for Certificates in definitive form only as set out in the Global Certificate.

3.2

Form of Certificates: The Certificates in definitive form, if issued, will be printed in accordance with the requirements of the applicable stock exchange where the Securities are listed and will be substantially in the form set out in Part 2 of Schedule 1 and endorsed with the Conditions.

3.3

Legends on the Securities

3.4

Signature: The Certificates shall be signed manually or in facsimile on behalf of the Issuer by an Authorised Signatory of the Issuer who is duly authorised for the purpose and authenticated manually by or on behalf of the Registrar. The Issuer may use a facsimile signature of a person who at the date of signing a Certificate is an Authorised Signatory even if at the time of issue of the Securities represented by such Certificate he no longer holds such office and/or is no longer so authorised. Securities represented by Certificates (including the Global Certificate) so executed and authenticated will be binding and valid obligations of the Issuer.

3.5

Entitlement to treat holder as owner: The holder of any Security will (except as ordered by a court of competent jurisdiction or save as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing (other than the endorsed form of transfer) on, or the theft

4.

STAMP DUTIES AND TAXES

4.1

Stamp Duties: The Issuer will pay any stamp, issue, registration, documentary, transfer or other taxes, duties, assessments or government charges, including interest and penalties, payable in the Cayman Islands, the PRC, Hong Kong, the United Kingdom, Belgium, Luxembourg and any other jurisdiction in respect of the creation, issue and offering of the Securities and the execution or delivery of this Trust Deed and the Agency Agreement. The Trustee shall not be liable to pay any such taxes, duties, assessments and/or government charges in any jurisdiction and shall not be concerned with, or obligated or required to enquire into, the sufficiency of any amount paid by the Issuer or any Security Holder for this purpose and shall not be liable for any losses as a result of any non-payment by the Issuer or any Security Holder. The Issuer will indemnify the Trustee and the Security Holders, on an after tax basis, from and against all stamp, issue, registration, documentary, transfer or other taxes, duties, assessments and/or government charges paid by any of them in any jurisdiction in connection with any action taken by or on behalf of the Trustee or, as the case may be, the Security Holders to enforce the Issuer’s obligations under this Trust Deed, the Agency Agreement, and/or the Securities. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Trustee and/or the Securities no longer being outstanding and/or the termination of this Trust Deed.

4.2

Change of Taxing Jurisdiction: If the Issuer becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the Cayman Islands or the PRC or any such authority of or in such territory then the Issuer will notify the Trustee in writing as soon as practicable after it becomes aware and give the Trustee an undertaking in form and substance satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or, as the case may require, the addition to, the references in that Condition to the Cayman Islands and the PRC of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer has become so subject. In such event, this Trust Deed and the Securities will be read accordingly.

4.3

Tax Opt-Out: For the avoidance of doubt, following a Security Holder’s election to not have its Securities redeemed pursuant to Condition 8(b)(ii), the Issuer shall promptly notify Euroclear and Clearstream of the applicable withholding tax rate if the amount of interest is reduced due to such required deduction or withholding. The Issuer will be solely responsible for determining the tax status of Security Holders, calculating, administering, reporting and/or remitting withholding taxes to the relevant tax authority.

5.

COVENANTS RELATING TO THE EXERCISE RIGHTS

5.1

Par Value: not make any offer, issue, grant or distribute or take any action the effect of which would be to reduce the Exercise Price below the par value of the Shares, provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law;

5.2

Limited Issues of Shares: not issue or pay up any securities, in either case by way of capitalisation of profits or reserves unless, in any such case, it gives rise (or would, if the adjustment would be one per cent. or more of the Exercise Price then in effect, give rise) to an adjustment of the Exercise Price, provided that the Issuer may issue or pay up any security by way of capitalisation of profits or reserves (i) by the issue of fully paid Shares to the Shareholders and other persons entitled to them, (ii) by the issue of Shares paid up in full out of profits or reserves in accordance with applicable law and issued in lieu of a cash dividend or

5.3

Limited Modification of Rights: not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the rights attaching to Shares but so that nothing in this Clause 5.3 shall prevent (i) the issue of equity share capital pursuant to any Share Option Scheme; (ii) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa; (iii) a modification to the rights attaching to the Shares which is not, in the opinion of an Independent Financial Advisor, materially prejudicial to the interests of the Security Holders; (iv) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form) or the amendment of the articles of association of the Issuer to enable title to securities of the Issuer (including Shares) to be evidenced and transferred without a written instrument or any other alteration to the articles of association of the Issuer made in connection with the matters described in this Clause 5.3 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures) or (v) any issue of equity share capital which results (or would, if the adjustment would be one per cent. or more of the Exercise Price then in effect, otherwise result) in an adjustment of the Exercise Price;

5.4

Limited Grant of Rights: procure that no securities (whether issued by the Issuer or any of its Subsidiaries) issued without rights to convert into or exchange or subscribe for Shares shall subsequently be granted such rights at a consideration per Share which is less than 95 per cent. of the Current Market Price per Share on the date of the announcement of the proposed inclusion of such rights unless the same gives rise (or would, if the adjustment would be one per cent. or more of the Exercise Price then in effect, give rise) to an adjustment of the Exercise Price and that at no time shall there be in issue Shares of differing par values. For the avoidance of doubt, nothing in this Clause 5.4 shall prevent the issue of any equity share capital by the Issuer pursuant to any Share Option Scheme or any equity share capital (including Shares) pursuant to the exercise provisions of the Securities as set out in Condition 6;

5.5

Authorised Signatory’s Certificate: if an event happens as a result of which the Exercise Price may be adjusted pursuant to the Conditions as soon as practicable send the Trustee a certificate in English signed by one Authorised Signatory of the Issuer on behalf of the Issuer setting out particulars of the event, whether an adjustment to the Exercise Price is to be made and, if so, the Exercise Price prior to such adjustment, the adjusted Exercise Price and the date on which such adjustment takes effect, whether an amount will be carried forward pursuant to Clause 7.2(c) and if so the amount to be carried forward and in any case setting out such other information as the Trustee may require;

5.6

Extend Offer: if an offer is made to all (or as nearly as may be practicable all) Shareholders, or all (or as nearly as may be practicable all) the Shareholders other than the offeror and/or any associate or associates of the offeror to acquire all or a majority of the issued equity share capital of the Issuer, or if any person proposes a scheme with regard to such acquisition, subject to applicable laws and the rules and regulations of any regulatory, administrative or supervisory body (including, without limitation, the Hong Kong Code on Takeovers and Mergers) give notice of such offer or scheme to the Security Holders at the same time as any notice thereof is sent by the Issuer to its Shareholders (or as soon as practicable thereafter) stating that details concerning such offer or scheme may be obtained from the specified offices of the Agents and provide the Agents with such details;

5.7

Other undertakings: so long as any Security remains outstanding, save with the approval of an Extraordinary Resolution or with prior approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of Security Holders to give such approval, the Issuer will:

(a)

Listing of Shares: use its reasonable endeavours to maintain a listing for all the issued Shares on the HKSE, and if the Issuer is unable to obtain or maintain such listing, having used such endeavours, the Issuer will use its reasonable endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as the Issuer may from time to time determine (with prior written notification to the Trustee) and will forthwith give notice to the Security Holders in accordance with Condition 16 of the listing or delisting of the Shares (as a class) by any such stock exchange;

(b)

Listing of Securities: use its reasonable endeavours to maintain the listing of the Securities on the Singapore Stock Exchange and if the Issuer is unable to maintain such listing or such listing is unduly onerous, to use its reasonable endeavours to obtain and maintain a listing on such other stock exchange, as is commonly used for the quotation or listing of debt securities (with prior written notification to the Trustee) and will forthwith give notice to the Security Holders in accordance with Condition 16 of the listing or delisting of the Securities by any such stock exchange; and

5.8

No Reduction of Issued Share Capital: not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and results in (or would, but for the provision of the Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Exercise Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law.

6.

NOTICES RELATING TO THE EXERCISE RIGHTS

6.1

Requirement to Give Notice: If after the date of this Trust Deed:

(a)

the Issuer authorises the grant, issue or offer to the holders of Shares of options, rights or warrants to subscribe for or purchase either any Shares or any securities convertible into, or exchangeable for or which confer rights to purchase Shares which will, upon grant, issue or offer, give rise to an adjustment to the Exercise Price pursuant to Condition 6(c);

(b)

the Issuer declares, or pays or makes a Capital Distribution, or authorises the grant, issue or offer to all or substantially all the holders of Shares as a class of rights or warrants to subscribe for or purchase any securities other than Shares or any securities convertible into or exchangeable for or which confer rights to purchase Shares or securities other than Shares which will, upon declaration or payment, or when made, or upon grant, issue or offer, give rise to an adjustment to the Exercise Price pursuant to Condition 6(c);

(c)

there is a re-classification of the Shares (including a sub-division or consolidation of the Issuer’s outstanding Shares) or a consolidation, merger or amalgamation to which the Issuer is a party or any sale or transfer of all or substantially all of the assets or

(d)

except as referred to in Clause 6.1(a) or Clause 6.1(b), the Issuer authorises the issue of any securities convertible into or exchangeable for Shares or any share or securities other than Shares or rights or warrants to subscribe for or purchase Shares or any share or securities other than Shares which will, or authorises the issue of any Shares which will, (or, if in any such case a relevant consideration or offering price fixed by the board of directors of the Issuer to be recommended at a relevant general meeting of Shareholders is adopted, will) upon issue give rise to an adjustment to the Exercise Price pursuant to Condition 6(c); or

(e)

there is a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer,

(i)

the record date for such grant, issue or offer of options, rights or warrants or Capital Distribution (in the event of such Capital Distribution not being submitted to a general meeting of Shareholders for approval) (and, in the case of the grant, issue or offer of options, rights or warrants, the period during which such options, rights or warrants may be exercised);

(ii)

the date (a) on which such re-classification, subdivision or consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up is to be submitted to a general meeting of Shareholders of the Issuer for approval, and (b) which is the record date for the same (if applicable), and (c) on which such re-classification, subdivision or consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up is expected to become effective, and (d) as of which it is expected that holders of Shares will be entitled, if at all, to exchange their Shares for securities or other property deliverable upon such re-classification, subdivision or consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up;

(iii)

(in the event of the declaration of a Capital Distribution referred to in Clause 6.1(b) above, the payment of which must be submitted for approval to a general meeting of Shareholders before such Capital Distribution may be paid or made) the date of such submission;

(iv)

(in the event of an issue referred to in Clause 6.1(d) above) the date of such issue; or

(v)

(in the event of such re-classification, consolidation, merger, amalgamation, sale, transfer, dissolution, liquidation or winding-up not being submitted to a general meeting of Shareholders of the Issuer for approval) (a) the record date for the same (if applicable), and (b) the date when the same becomes effective;

6.2

Where Adjustment to Exercise Price Required: If the event referred to in the notice required pursuant to Clause 6.1 would result in an adjustment to the Exercise Price, such notice shall state the Exercise Price in effect at the time such notice is required to be given and the Exercise Price which will result after giving effect to such event or, if such adjusted Exercise Price is not then determinable, the fact that an adjustment in the Exercise Price may result.

6.3

Notice of Adjustment: If, while any Exercise Right is or is capable of being or becoming exercisable, there shall be any adjustment to the Exercise Price or an announcement of the terms of any issue, sale or distribution pursuant to Condition 6(c)(4), Condition 6(c)(5), Condition 6(c)(6) and Condition 6(c)(7) and the announcement of any proposed modification pursuant to Condition 6(c)(8), the Issuer shall (i) as soon as practicable notify (such notice to be signed by an Authorised Signatory) the Security Holders, the Trustee and the Principal Agent in writing of particulars of the event giving rise to the adjustment, the Exercise Price before and (if then determinable) after the adjustment, the date on which the adjustment is likely to become effective, the effect of exercise of their Exercise Rights by Security Holders before then and such other relevant information as the Trustee may require, and (ii) promptly after the adjustment takes effect, give notice to the Security Holders, the Trustee and the Principal Agent stating that the Exercise Price has been adjusted and setting out the event giving rise to the adjustment, the Exercise Price in effect before the adjustment, the adjusted Exercise Price and the effective date of the adjustment. However, a notice pursuant to another sub-Clause of this Clause 6 correctly stating any information required to be given pursuant to this Clause 6.3 shall, as to such information, satisfy the requirements of this Clause 6.3.

6.4

Notice of the End of the Final Exercise Period: The Issuer shall give notice to the Security Holders (in accordance with Condition 16) and to the Trustee and the Agents in writing not less than 30 days nor more than 60 days prior to the end of the Final Exercise Period notifying them of the Exercise Right and the Exercise Price then in effect.

7.

ADJUSTMENTS TO THE EXERCISE PRICE

7.1

Adjustments to the Exercise Price: The Exercise Price shall be subject to adjustment in certain events occurring after the issue of the Securities as set out in Condition 6(c).

7.2

Calculation of Consideration Receivable: For the purpose of any calculation of the consideration receivable pursuant to Conditions 6(c)(7) and 6(c)(8):

(a)

Issue of Shares for Cash: the aggregate consideration receivable for Shares issued for cash shall be the amount of such cash provided that in no case shall any deduction be made for any commission or any expenses paid or incurred by the Issuer for any underwriting of the issue or otherwise in connection therewith;

(b)

Issue of Shares on Conversion or Exercise of Securities: (i) the aggregate consideration receivable for the Shares to be issued on the conversion or exchange of any securities shall be deemed to be the consideration received or receivable by the Issuer for any such securities and (ii) the aggregate consideration receivable for the Shares to be issued on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Issuer for such securities which is attributed by the Issuer to such rights of subscription or, if no part of such consideration is so attributed the Fair Market Value of such rights of subscription as at the date of the announcement of the terms of issue of such securities as determined in good faith by an Independent Financial Advisor, plus in the case of each of (i) and (ii) above of this Clause 7.2(b), the additional minimum consideration (if any) to be received by the Issuer on the conversion or exchange of such securities, or on the exercise of such rights of subscription (the consideration in all such cases to be determined subject to the proviso in Clause 7.2(a)) and (iii) the consideration per Share receivable by the Issuer on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (i) or (ii) above of this Clause 7.2(b) (as the case may be) converted into HK dollars if such consideration is expressed in a currency other than HK dollars at such rate of exchange as may be determined by an Independent Financial Advisor to be the spot rate in effect at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;

(c)

Rounding and Minor Adjustments: on any adjustment, the resultant Exercise Price, if not an integral multiple of one Hong Kong cent, shall be rounded down to the nearest Hong Kong cent. No adjustment shall be made to the Exercise Price if such adjustment (rounded down if applicable) would be less than one per cent. of the Exercise Price then in effect. Any adjustment not required to be made, and/or any amount by which the Exercise Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made. Notice of any adjustments shall be given by the Issuer to Security Holders in accordance with Condition 16 and to the Trustee and the Exchange Agent in writing promptly after the determination thereof;

(d)

More than One Event in Quick Succession: where more than one event which gives or may give rise to an adjustment to the Exercise Price occurs within such a short period of time that in the opinion of an Independent Financial Advisor the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Financial Advisor to be in its opinion appropriate for that purpose to give such intended result; and

(e)

No Increase in Exercise Price: no adjustment involving an increase in the Exercise Price will be made, except in the case of a consolidation or re-classification of the

7.3

Determinations and Calculations: The Trustee is under no obligation to perform, monitor or verify the calculations required pursuant to the Conditions or this Trust Deed of or in relation to the Exercise Price or any adjustment thereto and shall be entitled to rely on without further investigation or liability all calculations, reports, opinions and determinations reached or made by the Issuer and/or the Independent Financial Advisor. The Trustee shall not be responsible or liable to the Security Holders, the Issuer or any other person for any loss arising from any such failure or reliance or for any delay of the Issuer or the Independent Financial Advisor in making any calculation or determination or for the Issuer or the Independent Financial Advisor making any erroneous calculation or determination.

7.4

Independent Financial Advisor’s Decision Conclusive: If any doubt shall arise as to the appropriate adjustment to the Exercise Price or as to how an adjustment to the Exercise Price under Condition 6(c) should be made, and following consultation between the Issuer and an Independent Financial Advisor, selected by the Issuer at the expense of the Issuer, a written opinion of such Independent Financial Advisor in respect thereof shall be conclusive and binding on the Issuer, the Security Holders, the Agents and the Trustee save in the case of manifest error.

7.5

Independent Financial Advisor: The Trustee shall not be responsible for or under any obligation to appoint an Independent Financial Advisor and shall have no responsibility or liability for verifying any calculation, determination, certification, advice or opinion made, given or reached by it.

7.6

No Duty to Monitor: The Trustee and the Agents shall not be under any duty to monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Exercise Price or to make or verify any calculation or determination in connection with the Exercise Price and will not be responsible to Security Holders or any other person for any loss arising from any failure by it to do so or for any delay by the Issuer or any Independent Financial Advisor in making a determination or calculation or any erroneous determination or calculation in connection with the Exercise Price.

8.

INDEMNITY

8.1

Suspense Accounts: Any amount received or recovered by the Trustee (otherwise than as a result of a payment by the Issuer to the Trustee in accordance with Clause 2.2) in respect of any sum payable by the Issuer under this Trust Deed or the Securities may be placed in a suspense account and kept there for so long as the Trustee thinks fit.

8.2

Avoidance of Payments: The Issuer shall on demand indemnify the Trustee, on an after tax basis, against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under this Trust Deed or any Security and shall in any event pay to the Trustee or on demand the amount as refunded by it.

8.3

Indemnity: As separate, independent and alternative stipulations, the Issuer unconditionally and irrevocably agrees as a primary obligation to indemnify the Trustee against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under this Trust Deed or the Securities not being paid on the date and otherwise in the manner specified in this Trust Deed or any payment obligation of the Issuer under this Trust Deed or the Securities being or becoming void, voidable or unenforceable for any reason (whether or not now existing and

9.

APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE

9.1

Declaration of Trust: All moneys received by the Trustee in respect of the Securities or amounts payable under this Trust Deed and the Conditions will, despite any appropriation of all or part of them by the Issuer, be held by the Trustee on trust to apply them (subject to Clause 9.2):

(a)

first, in payment of all fees, all costs, charges and expenses properly incurred and all liabilities incurred by the Trustee (including without limitation remuneration payable to it) in carrying out its functions and/or duties and/or exercising its rights, powers and discretions under and in accordance with this Trust Deed, the Securities and/or the Agency Agreement (which for the avoidance of doubt includes the fees, costs, charges, expenses of and all other amounts payable to any Appointee appointed by the Trustee hereunder and the Agents for so long as they are acting as agents of the Trustee);

(b)

secondly, in payment of any amounts (including principal, premium (if any) and interest) owing in respect of the Securities pari passu and rateably;

(c)

thirdly, in payment or satisfaction of all fees, costs, charges, expenses and liabilities incurred by or payable to each Agent (including without limitation remuneration payable to it) in carrying out its duties, discretions or functions under or in connection with the Agency Agreement or in connection with the Securities (if any) but unpaid; and

(d)

fourthly, in payment of any balance (if any) to the Issuer for itself.

9.2

Accumulation: If the amount of the moneys at any time available for payment in respect of the Securities under Clause 9.1 is less than 10 per cent. of the principal amount of the Securities then outstanding, the Trustee may, at its sole discretion, place such moneys on deposit into an interest bearing account (and for the avoidance of doubt, the Trustee shall not be required to obtain best rates or exercise any form of investment discretion with respect to such deposits) in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may think fit in light of the cash needs of the transaction and not for purposes of generating income. The Trustee may at any time convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such deposits, whether due to depreciation in value, fluctuations in exchange rates or otherwise, unless such loss results from the Trustee’s gross negligence, wilful misconduct or fraud. The Trustee may at its discretion accumulate such moneys until the accumulations, together with any other funds for the time being under its control and available for such payment, amount to at least 10 per cent. of the principal amount of the Securities then outstanding and then such accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 9.1. For the avoidance of doubt, the Trustee shall in no circumstances, have any discretion to invest any moneys referred to in this Clause 9.2 in eligible investments or otherwise.

9.3

Nothing contained in this Trust Deed shall require (a) the Trustee or the Issuer to do anything which may be illegal or contrary to applicable law or regulation (including, without limitation, Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), (b) the Trustee to do anything which may cause the Trustee to be considered a sponsor of a covered fund under Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act

10.

COVENANTS

10.1

Books of Account: keep, and procure that each of its Subsidiaries keeps, proper books of account and, at any time after an Event of Default or Potential Event of Default has occurred or if the Trustee believes or is notified that such an event has occurred, or at any other time on written request from the Trustee following a request from a Security Holder, so far as permitted by Applicable Law, allow, and procure that each such Subsidiary will allow, the Trustee and anyone appointed by it, access to the books of account of the Issuer and/or the relevant Subsidiary, as the case may be, at all reasonable times during normal business hours;

10.2

Notice of Events of Default: notify the Trustee and the Agents in writing promptly on becoming aware of the occurrence of any Event of Default or Potential Event of Default and the action it proposes to take with effect thereto without waiting for the Trustee to take any further action;

10.3

Information: so far as permitted by Applicable Law, give the Trustee such information, opinions, certificates and evidence as it reasonably requires and in such form as it shall reasonably require or consider necessary (including without limitation the procurement by the Issuer of all such certificates called for by the Trustee pursuant to Clause 10.5 and Clause 12.6) to perform its functions and/or obligations and/or exercise its rights, powers and discretions as Trustee under this Trust Deed, the Agency Agreement and/or the Securities or any other document required or contemplated hereunder or thereunder or relating to the transactions herein or therein contemplated or by operation of law;

10.4

Financial Statements etc.: furnish the Trustee with:

(a)

a copy of the relevant Audited Financial Reports within 120 days of the end of each Relevant Period prepared in accordance with IFRS (audited by a nationally or internationally recognised firm of independent accountants (which may be the auditor of the Issuer as at the Issue Date)) and if such statements shall be in the Chinese language, together with an English translation of the same translated by (i) a nationally or internationally recognised firm of independent accountants (which may be the auditor of the Issuer as at the Issue Date) or (ii) a professional translation service provider and checked by a nationally or internationally recognised firm of independent accountants (which may be the auditor of the Issuer as at the Issue Date), together with a certificate in English signed by an Authorised Signatory of the Issuer certifying that such translation is complete and accurate;

(b)

a copy of the relevant Unaudited Semi-Annual Financial Reports within 90 days of the end of each Relevant Period prepared on a basis consistent with the Audited Financial Reports and if such statements shall be in the Chinese language, together with an English translation of the same translated by (i) a nationally or internationally recognised firm of independent accountants (which may be the auditor of the Issuer as at the Issue Date) or (ii) a professional translation service provider and checked by a nationally or internationally recognised firm of independent accountants (which may

10.5

Certificate of Issuer: send to the Trustee (i) at the same time as the Audited Financial Reports provided pursuant to Clause 10.4(a) or the annual audited financial statements provided pursuant to the proviso to Clause 10.4, as the case may be, and (ii) within 14 days of any request by the Trustee, a Compliance Certificate of the Issuer substantially in the form set out in Schedule 5 signed by an Authorised Signatory of the Issuer that, having made all reasonable enquiries, to the best knowledge, information and belief of the Issuer as at a date (the “Certification Date”) not more than five days before the date of the certificate:

(a)

no Relevant Event, Event of Default or Potential Event of Default has occurred since the Certification Date of the last such certificate or (if none) the date of this Trust Deed or, if such an event had occurred, giving details of it; and

(b)

the Issuer has complied with all its covenants and obligations under this Trust Deed and the Securities or, if non-compliance had occurred, giving details of it.

10.6

Notices to Security Holders: send to the Trustee at least five business days prior to the proposed date of publication, a copy of the form of each notice (which shall in each case be in English) to be given to Security Holders for the Trustee’s approval and, once given, a copy of each notice (such approval, not to constitute approval for the purposes of section 21 of the FSMA of any such notice which is communicated within the meaning of section 21 of the FSMA). For the avoidance of doubt, the Trustee shall not be concerned with, nor shall it be obliged or required to enquire into, the sufficiency or accuracy of the contents of such notices and shall not be liable to the Issuer, the Security Holders or any other person for any such approval by the Trustee;

10.7

Further Acts: so far as permitted by applicable law, execute all such further documents and do all such further things as may be necessary in the reasonable opinion of the Trustee to give effect to this Trust Deed, the Agency Agreement and/or the Securities;

10.8

Notice of Late Payment: forthwith upon written request by the Trustee, give notice to the Security Holders of any unconditional payment to the Principal Agent or the Trustee of any sum due in respect of the Securities made after the due date for such payment;

10.9

[Reserved]

10.10

Change in Agents: give at least 14 days’ prior notice to the Security Holders in accordance with Condition 16 of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office, and not make any such appointment or removal without the Trustee’s prior written approval. The Issuer shall at all times maintain the Agents as provided in Condition 17;

10.11

Securities Held by Issuer etc.: send to the Trustee as soon as reasonably practicable (and in any event no later than 14 days) after being so requested in writing by the Trustee a certificate of the Issuer, signed by an Authorised Signatory of the Issuer, stating the number of Securities which are beneficially held by or on behalf of any of the Issuer and any of its Subsidiaries at the date of such certificate;

10.12

Notification of Satisfaction of Exercise Rights: notify or procure notification to the Trustee and the Principal Agent promptly when any Exercise Right has been duly exercised and of the principal amount of the Securities in respect of which such Exercise Right has been duly exercised and discharged;

10.13

Optional Redemption: give prior notice in writing to the Trustee, the Principal Agent and the Security Holders of any proposed optional redemption pursuant to Conditions 8(b) and/or 8(c);

10.14

Notification of Relevant Event: notify the Trustee in writing and the holders of the Securities in accordance with the Conditions by not later than 14 days following the day on which it becomes aware of the occurrence of a Relevant Event;

10.15

Filing, Registration and Reporting: duly and punctually comply with or procure that there is complied with all filing, registration, reporting and similar requirements required in accordance with applicable law and regulations from time to time relating in any manner whatsoever to this Trust Deed, the Securities and/or the Agency Agreement;

10.16

Consents, Approvals and Authorisations: obtain, comply with and do all that is necessary to maintain in full force and effect any consent, approval, authorisation, exemption, filing, licence, order, recording or registration (i) to enable the Issuer to lawfully enter into, exercise its rights and perform and comply with its obligations under the Securities and/or this Trust Deed as and when required, (ii) to ensure that such obligations are legally binding and enforceable and (iii) to make the Securities, this Trust Deed and/or the Agency Agreement admissible in evidence in the courts of Hong Kong;

10.17

Compliance: comply with and perform and observe all the provisions of this Trust Deed, the Agency Agreement, the Securities and the Conditions relating to any Securities which are expressed to be binding on it. The Conditions shall be binding on the Issuer and the Security Holders. The Trustee shall be entitled to enforce the obligations of the Issuer under the Securities and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Securities;

10.18

Legal Opinions: prior to making any modification or amendment or supplement to any of this Trust Deed, the Agency Agreement, the Securities and the Conditions, procure the delivery of legal opinion(s) as to English and any other relevant law, addressed to the Trustee, dated the date of such modification or amendment or supplement, as the case may be, and in form and substance acceptable to the Trustee from legal advisers acceptable to the Trustee;

10.19

Principal Subsidiaries: within 30 days of a written request by the Trustee, provide a certificate substantially in the form set out in Schedule 6 signed by an Authorised Signatory of the Issuer, which sets out a list of Principal Subsidiaries (as defined in Condition 4(d)) as at the last day of the last financial year of the Issuer or as at the date specified in such request;

10.20

Notification to NDRC and CSRC Post-Issuance Filing: comply with the requirements with respect to:

(a)

the filings of the requisite information and documents in respect of the Securities with the NDRC as set forth in Condition 4(b), including but not limited to the Initial NDRC Post-Issuance Filing (as set forth in Clause 10.21 below); and

(b)

the filings of the requisite information and documents in respect of the Securities with the CSRC as set forth in Condition 4(c), including but not limited to the Initial CSRC Post-Issuance Filing (as set forth in Clause 10.21 below).

10.21

Initial NDRC Post-Issuance Filing and Initial CSRC Post-Issuance Filing: comply with the requirements with respect to the Initial NDRC Post-Issuance Filing and Initial CSRC Post-

(a)

within ten Registration Business Days after the later of (i) the submission of the Initial NDRC Post-Issuance Filing and (ii) the submission of the Initial CSRC Post-Issuance Filing, provide the Trustee with a certificate in English substantially in the form set out in Schedule 4 signed by an Authorised Signatory of the Issuer confirming the submission of (x) the Initial NDRC Post-Issuance Filing and (y) the Initial CSRC Post- Issuance Filing and copies of the relevant documents evidencing (x) the Initial NDRC Post-Issuance Filing (if any) and (y) the Initial CSRC Post-Issuance Filing (if any); and

(b)

within ten Registration Business Days after the later of (i) the completion of the Initial NDRC Post-Issuance Filing and (ii) the completion of the Initial CSRC Post-Issuance Filing, provide the Trustee with the relevant documents (if any) evidencing the submission of (x) the Initial NDRC Post-Issuance Filing and (y) the Initial CSRC Post- Issuance Filing.

10.22

Information Material to Holders of the Securities: send to the Trustee copies or translations, in each case in English, of all notices, statements, circulars and documents which are issued to the respective shareholders or the creditors generally of the Issuer, and which are material in the context of the Securities as soon as reasonably practicable (but not later than 30 days) after their date of issue and make available to the Agents (without cost to the Agents) as many further

11.

REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE

11.1

Normal Remuneration: So long as any Security is outstanding, the Issuer will pay the Trustee as remuneration for its services as Trustee such sum on such dates in each case as they may from time to time agree in writing. Such remuneration will accrue from day to day from the date of this Trust Deed. However, if any payment to a Security Holder of moneys due in respect of any Security on exchange of a Security is improperly withheld or refused, such remuneration will again accrue as from the date of such withholding or refusal until payment or delivery to such Security Holder or the Trustee is duly made.

11.2

Extra Remuneration: If an Event of Default or Potential Event of Default shall have occurred or if the Trustee believes or is notified that such an event has occurred, the Issuer hereby agrees that the Trustee shall be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee finds it expedient or necessary or is requested by the Issuer to undertake duties which in the opinion of the Trustee are of an exceptional nature or otherwise outside the scope of the Trustee’s normal duties under this Trust Deed, the Agency Agreement, the Securities and/or the Conditions, the Issuer will pay such additional remuneration as the Trustee and the Issuer may agree (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time) or, failing agreement as to any of the matters in this Clause 11.2 (or as to such sums referred to in Clause 11.1), as determined by a financial institution or person (acting as an expert) selected by the Trustee and approved by the Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales. The expenses involved in such nomination and such financial institution’s fee will be borne by the Issuer. The determination of such financial institution or person will be conclusive and binding on the Issuer, the Trustee and the Security Holders.

11.3

Expenses: The Issuer will also on demand by the Trustee pay or discharge all fees, costs, charges and expenses properly incurred and all liabilities incurred by the Trustee in the preparation and execution of this Trust Deed, the Agency Agreement and the Securities and the performance of its functions and duties and the exercise of its rights, powers and/or directions under this Trust Deed, the Agency Agreement and the Securities including, but not limited to, expenses properly incurred in seeking legal, financial, accounting or other advice to discharge its functions and duties and/or exercise any of its rights, powers and/or discretions as aforesaid, travelling expenses, any amounts incurred in relation to or as a result of the appointment or engagement of any Appointee and any stamp, documentary or other taxes or duties paid by the Trustee in connection with any legal proceedings brought or contemplated by the Trustee against the Issuer or to enforce any provision of this Trust Deed, the Agency Agreement or the Securities, together in each case with any applicable value added tax, sales, stamp, issue, registration, documentary or other taxes or duties. Such costs, charges, liabilities and expenses will:

(a)

in the case of payments made by the Trustee before such demand, carry interest from the date of the demand at the rate equal to two per cent. per annum above the Trustee’s cost of funds on the date on which the Trustee made such payments, as notified by the Trustee; and

(b)

in other cases, carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date.

11.4

Indemnity: The Issuer hereby unconditionally and irrevocably covenants and undertakes, on demand, to indemnify and hold harmless the Trustee (including any predecessor trustee), its

11.5

Taxes: The Issuer hereby further undertakes to the Trustee that all monies payable by it to the Trustee or any indemnified party under this Trust Deed (including, but not limited to Clause 11, Clause 4.1 and Clause 18) shall be made without set-off or counterclaim and without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of, whatever nature imposed, levied, collected, withheld or assessed by or in any jurisdiction or any political subdivision thereof or by an authority thereof or therein having power to tax unless compelled by law, in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee or such other indemnified party of the amounts which would otherwise have been payable by it to the Trustee or such indemnified party under this Trust Deed (including, but not limited to Clause 11, Clause 4.1 and Clause 18) in the absence of any such set-off, counterclaim, deduction or withholding.

11.6

Interest: All remuneration payable to the Trustee that is not paid on the due date thereof shall carry interest from such due date at the rate of two per cent. per annum over the Trustee’s cost of funds prevailing at the due date of such payment, as notified by the Trustee, until the date of payment of such remuneration in full.

11.7

Continuing Effect: Clause 11 will continue in full force and effect as regards the Trustee even if it no longer is Trustee or the Securities are no longer outstanding or this Trust Deed has been terminated or is expired.

12.

PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000

12.1

Advice: The Trustee and each of its directors, officers, employees and duly appointed Appointees may engage and consult, at the expense of the Issuer, with any legal adviser, expert or other professional adviser (including any lawyer, valuer, accountant, surveyor, banker,

12.2

Trustee to Assume Performance: The Trustee need not notify anyone of the execution of this Trust Deed, the Agency Agreement or any other document referred to herein or therein or do anything to find out if an Event of Default or Potential Event of Default or Relevant Event has occurred. Until a Responsible Officer of the Trustee has express notice in writing to the contrary, the Trustee may assume that no Event of Default or Potential Event of Default or Relevant Event has occurred. For the avoidance of doubt, any notice or communication sent to the Trustee in accordance with Clause 19 and with a copy to its Hong Kong Branch shall be deemed to have been sent to a Responsible Officer of the Trustee.

12.3

No Obligations to Monitor: Subject to Clause 12.21, the Trustee shall be under no obligation to monitor or supervise the functions of any other person under the Securities, this Trust Deed, the Agency Agreement or any other agreement or document relating to the transactions herein or therein contemplated, and shall be entitled, in the absence of or express notice in writing of a breach of obligation, to assume that each such person is properly and fully performing and complying with its obligations. In particular, the Trustee shall be under no obligation to monitor any performance (financial or otherwise) of the Issuer and the Trustee shall not be responsible or liable to the holders of the Securities for any loss arising from any failure to do so. The Trustee shall not be responsible or liable for the performance of any of the above persons under or in relation to the Securities, this Trust Deed, the Agency Agreement and any other document referred to herein or therein.

12.4

Resolutions of Security Holders: The Trustee will not be responsible or liable to any person for having acted on a resolution purporting (i) to have been passed at a meeting of Security Holders in respect of which minutes have been made and signed or (ii) to be a Written Resolution made or Electronic Consent obtained in accordance with paragraph 22 of Schedule 3, even if it is later found that there was a defect in the constitution of the meeting or the passing of the resolution or that the resolution was not valid or binding on the Security Holders.

12.5

Illegality/Expenditure of Trustee Funds: Nothing in this Trust Deed, the Securities, the Agency Agreement or any other document referred to herein or therein shall require the Trustee to do anything, and the Trustee may refrain without liability from doing anything in any state or jurisdiction, which in its opinion: (i) may be illegal or contrary to any Applicable Law, directive, court order, arbitral award or fiscal requirement of any governmental agency or state or jurisdiction; or (ii) it would not have power to do in that state or jurisdiction by virtue of any Applicable Law in that state or jurisdiction or if it is determined by any court or other competent Authority in that state or jurisdiction that it does not have such power or (iii) may cause it to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights, powers, authority or discretions hereunder or under pursuant to the Conditions and/or the Agency Agreement if it believes that repayment of

12.6

Certificate Signed by Authorised Signatories: If the Trustee, in the exercise of its functions, duties, rights, powers and/or discretions under this Trust Deed, the Agency Agreement, the Securities or any other document to which the Trustee is a party in its capacity as such, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of that fact or the expediency of that act a certificate signed by an Authorised Signatory of the Issuer as to that fact or to the effect that, in their opinion, that act is expedient and the Trustee need not call for further evidence and will not be responsible or liable to any Security Holder or any other person for any loss occasioned by relying or acting on such a certificate.

12.7

Deposit of Documents: The Trustee may appoint as custodian, on any terms, any bank or entity whose business includes the safe custody of documents or any lawyer or firm of lawyers and may deposit this Trust Deed and any other documents with such custodian and pay all sums due in respect thereof at the cost of the Issuer and the Trustee shall not be responsible for or required to insure against any loss incurred in connection with such deposit. The Trustee is not obliged to appoint a custodian of securities payable to bearer.

12.8

Discretion: Notwithstanding anything to the contrary in this Trust Deed, the Agency Agreement and/or the Conditions, the Trustee will have absolute and unfettered discretion as to the exercise or non-exercise of its functions, duties, rights, powers and discretions under this Trust Deed, the Agency Agreement, the Securities, the Conditions and any other transaction documents and will not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise. Whenever in this Trust Deed, the Agency Agreement and the Securities or by law, the Trustee shall have any discretion or permissive power, it may decline to exercise the same in the absence of approval by or directions from the Security Holders by way of an Extraordinary Resolution. The Trustee shall not be bound to exercise any function, duty, right, discretion or power or to act at the request or direction of the Security Holders unless first indemnified and/or secured and/or pre- funded to its satisfaction against all actions, proceedings, claims and demands to which, in its opinion, it may render itself liable and all fees, costs, charges, damages, expenses and liabilities it may incur by doing so. As between the Trustee and the Security Holders, the exercise of such discretion shall be conclusive and binding. The Trustee shall not be responsible or liable for any loss or liability incurred by any person as a result of any delay in it exercising any such discretion or power or in taking any action, making any decision or giving any direction where the Trustee is seeking such directions or instructions or where directions or instructions sought are not provided by the holders of the Securities. The Trustee shall not be liable to the Issuer or any other person for any fees, loss, costs, charges, liabilities and expenses incurred or suffered by the Issuer or any other person where it is acting on the instructions or at the direction of the Security Holders (whether given by Extraordinary Resolution or otherwise as contemplated or permitted by this Trust Deed and/or the Securities).

12.9

Agents: Subject to Clause 12.21, whenever it considers it expedient in the interests of the Security Holders, the Trustee may, in the conduct of its trust business, instead of acting personally, without the permission of any other party, employ and pay an agent selected by it,

12.10

Delegation: Subject to Clause 12.21, the Trustee may, without the permission of any other party, in the execution and exercise of all or any of the trusts, rights, powers, authorities and discretions vested in it by this Trust Deed, the Agency Agreement and the Conditions, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons or fluctuating body of persons (whether being an affiliate, a joint trustee of this Trust Deed or not) all or any of the trusts, powers, authorities and discretions vested in it by this Trust Deed, the Agency Agreement and/or the Securities and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustee may think fit.

12.11

Nominees and Custodians: In relation to any asset held by it under this Trust Deed, the Trustee may, without the permission of any other party, (at the expense of the Issuer) appoint any person to act as its nominee or custodian on any terms.

12.12

Forged Entry on the Register: The Trustee will not be liable to the Issuer or any Security Holder by reason of having accepted as valid or not having rejected any Certificate or any entry on the Register purporting to be such and later found to be forged or not authentic nor shall it be liable for any action taken or omitted to be taken in reliance on any document, certificate or communication believed by it to be genuine and to have been presented or signed by the proper parties.

12.13

Confidentiality:

(a)

acknowledges that information relating to the Issuer or in connection with the transactions contemplated under this Trust Deed may be transferred to jurisdictions which do not have strict data protection or data privacy laws;

(b)

acknowledges that such information permitted to be transferred / disclosed / used includes any information regarding third parties provided to the Trustee by the Issuer; and

(c)

represents that it has sent to or received from any person regarding whom it has provided information to the Trustee any notices, consents and waivers necessary to permit the processing of that information, and that it will do so in advance of providing such information in the future.

12.14

Determinations Conclusive: As between itself and the Security Holders the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed, the Agency Agreement and the Securities. Such determinations, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive and shall bind all other parties and the Security Holders.

12.15

Currency Conversion: Where it is necessary or desirable to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee in its discretion but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Issuer and the Security Holders.

12.16

Events of Default etc.: The Trustee may, but is not obliged to, determine in its discretion whether or not an Event of Default or Potential Event of Default or any other proposed action or any circumstance is in its opinion capable of remedy and/or materially prejudicial to the interests of the Security Holders. Any such determination will be conclusive and binding on the Security Holders. The Trustee will not be responsible or liable to the Issuer or any Security Holder or any other person for any loss arising from a failure to make such a determination. Without prejudice to the foregoing, the Trustee is not obliged to make a determination under this Clause 12.16 unless first indemnified and/or secured and/or pre-funded to its satisfaction against all actions, proceedings, claims and demands to which it may in its opinion render itself liable and all costs, charges, damages, expenses and liabilities which it may in its opinion incur by so doing.

12.17

Payment for and Delivery of Securities: The Trustee will not be responsible for (i) the receipt or application by the Issuer of the proceeds of the issue of the Securities, (ii) any exchange of Securities or (iii) the delivery of Securities to the persons entitled to them.

12.18

Exercise Price: The Trustee shall have no duty or responsibility to determine whether facts exist or any event or circumstance has happened or exists which may require an adjustment of the Exercise Price or to determine the nature or extent of any such adjustment when made or the method used or to be used in making it or to make any determination or calculation (or any verification of any determination or calculation) in connection with the Exercise Price, and the Trustee will not be responsible or liable to Security Holders or any other person for loss arising out of any failure by it to do so.

12.19

Acceleration: The Trustee may (but shall not be obliged to) declare the Securities immediately due and payable under Condition 10 unless the Trustee is so requested in writing by Security Holders holding at least 25 per cent. of the aggregate principal amount of the Securities then outstanding or is so directed by an Extraordinary Resolution and unless in any such case it has been indemnified and/or secured and/or pre-funded to its satisfaction in respect of all costs, claims, liabilities, actions, proceedings, demands, penalties, damages, fees, disbursements and expenses which it has incurred to that date and to which it may thereby and as a consequence thereof in its opinion render itself, or have rendered itself, liable.

12.20

Securities Held by the Issuer etc.: In the absence of express written notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate under Clause 10.11) that no Securities are for the time being held by or on behalf of the Issuer or its Subsidiaries.

12.21

Responsibility for Agents etc.: If the Trustee exercises due care in selecting any custodian, agent, delegate or nominee appointed under this Trust Deed (each, an “Appointee”), it will not have any obligation to supervise or monitor the Appointee and shall not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of the Appointee’s act, omission, misconduct or default or the act, omission, misconduct or default of any substitute appointed by the Appointee.

12.22

Interests of Holders through the Clearing Systems: In considering the interests of Security Holders while the Global Certificate is held on behalf of, or registered in the name of any nominee for, a clearing system, the Trustee may have regard to any certificate, report or any other information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to the Global Certificate and may consider such interests as if such accountholders were the holders of the Securities

12.23

No Responsibility for Recitals etc.: The Trustee shall not be responsible for recitals, statements, warranties, representations, statements or covenants of any other party contained in this Trust Deed or any other transaction document relating to the Securities or other document entered into in connection therewith which shall be taken as statements by the Issuer, nor shall the Trustee by the execution of this Trust Deed be deemed to make any representation as to the validity, sufficiency or enforceability of the Securities or this Trust Deed. The Trustee shall be entitled to assume the accuracy and correctness thereof or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of any such agreement or other document or any security constituted thereby or pursuant thereto.

12.24

No Responsibility for the Issuer’s condition: Each Security Holder shall be solely responsible for making and continuing to make its own independent appraisal of and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Issuer, and the Trustee shall not at any time have any responsibility for the same and no Security Holder shall rely on the Trustee in respect thereof.

12.25

Enforcement: The Trustee may at its discretion take and/or institute any steps, actions and/or proceedings against the Issuer to enforce payment of the Securities after the Securities have become due and payable or to declare the Securities due and payable, provided that the Trustee shall not be under any obligation to do any of the foregoing unless it shall have been so requested in writing by the holders of at least 25 per cent. in principal amount of the Securities then outstanding or shall have been so directed by an Extraordinary Resolution and, in any such case, it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.

12.26

Consent: Any consent to be given, or any right, discretion or power to be exercised, by the Trustee for the purposes of this Trust Deed, the Agency Agreement or the Securities may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in this Trust Deed, the Agency Agreement or the Securities may be given or exercised retrospectively.

12.27

[Reserved]

12.28

Special Damages and Consequential Loss: Notwithstanding any other term or provision of this Trust Deed, the Agency Agreement or the Conditions or any other transaction document contemplated by or in any of the foregoing to the contrary, the Trustee and its directors, officers, employees and duly appointed Appointees shall not be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever including but not limited to loss of business, goodwill, reputation, opportunity or profits or anticipated saving, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if the Trustee is actually aware of or has been advised of the likelihood of such loss or damage and regardless of the form of action whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this Clause 12.28 shall survive the termination or expiry of this Trust Deed and/or the Securities no longer being outstanding and/or the resignation or removal of the Trustee.

12.29

Interests of Security Holders: In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modification, waiver or authorisation of any breach or proposed breach of any of the Conditions or any of the provisions of this Trust Deed, the Agency Agreement or the Securities), the Trustee shall have regard to the general interests of the Security Holders as a class and shall not have regard to any interest arising from circumstances particular to individual Security Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Security Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or otherwise to the tax consequences thereof and no Security Holder shall be entitled to claim from the Issuer or the Trustee, any indemnification or payment in respect of any tax consequence of any such exercise upon individual Security Holders.

12.30

Force Majeure: Notwithstanding anything to the contrary in this Trust Deed, the Agency Agreement, the Securities or in any other transaction document, neither the Trustee nor its directors, officers, employees and duly appointed Appointees shall in any event be liable for any failure or delay in the performance of its obligations or the exercise of its rights, powers and discretions hereunder or thereunder if it is prevented from so performing its obligations or exercising its rights, powers and/or discretions by any circumstances beyond the control of the Trustee, or resulting from the general risks of the holding of assets in any jurisdiction, including, without limitation, any existing or future law, order, judgment or regulation, any existing or future act of a supranational or regulatory body, judicial authority or self-regulatory organisation or governmental authority, regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations, market conditions affecting the execution or settlement of transactions or the value of assets, breakdown, failure or malfunction of any third party transport, telecommunication, computer services or systems, nationalisation, expropriation, other governmental action, natural disasters, Acts of God, epidemic, flood, fire, war whether declared or undeclared, terrorism, insurrection, revolution, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, interruption of communications or computer facilities, computer failure or failure of any SWIFT or money transmission system or any other reason

12.31

Insurance: The Trustee shall not be under any obligation to insure any document or any certificate, note, bond or other evidence in respect thereof, or to require any other person to maintain any such insurance.

12.32

Determination of a Court of Competent Jurisdiction: Subject to Sections 750 and 751 of the Companies Act 2006 and notwithstanding anything to the contrary in this Trust Deed, the Agency Agreement, the Conditions and any other transaction documents relating hereto or thereto, the Trustee shall not be liable for any action taken or omitted by it except to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that the Trustee’s own fraud, gross negligence or wilful default was the cause of any loss to the Security Holders or the Issuer.

12.33

[RESERVED]

12.34

Error of Judgment: The Trustee shall not be liable for any error of judgment made by any officer, director, agent or employee of the Trustee assigned by the Trustee to administer its corporate trust matters, except to the extent that a court of competent jurisdiction determines that the Trustee’s own gross negligence, wilful default or fraud was the cause of any loss.

12.35

Right to Deduct or Withhold: Notwithstanding anything contained in this Trust Deed, the Agency Agreement and/or the Securities to the extent required by any Applicable Law, the Trustee shall be entitled to make a deduction or withholding from any payment which it makes under the Securities for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Trustee shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.35.

12.36

Undertaking Regarding Information Reporting and Collection Obligations: Without prejudice to the other provisions of this Trust Deed, the Issuer shall, within ten business days of a written request by the other party and/or the Trustee, supply to that the Trustee such forms, documentation and other information relating to it, its operations, or the Securities as the Trustee reasonably requests for the purposes of the compliance by the Trustee with Applicable Law and shall notify the Trustee promptly in the event that it becomes aware that any of the forms, documentation or other information provided by it is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 12.36 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.

12.37

Notice of Possible Withholding: The Issuer shall notify the Trustee in writing in the event that it determines that any payment to be made by the Trustee under the Securities is a payment which could be subject to any deduction or withholding for or on account of any Taxes including, without limitation, under FATCA, if such payment were made to a recipient that is generally unable to receive payments free from any deduction or withholding for or on account of any Taxes including, without limitation, under FATCA, and the extent to which the relevant

12.38

Tax Indemnity: Notwithstanding any other provision of this Trust Deed, the Issuer shall indemnify the Trustee on demand against any liability or loss howsoever incurred in connection with the Issuer’s obligation to withhold or deduct any amount for or on account of Tax including, without limitation, FATCA Withholding.

12.39

Legal Opinions: The Trustee shall not be responsible to any person for (i) failing to request, require or receive any legal opinion relating to the Securities, this Trust Deed and/or the Agency Agreement or (ii) checking or commenting upon the content of any such legal opinion or (iii) the content of any such legal opinion, and the Trustee shall not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience incurred and resulting thereby.

12.40

Consolidation, Amalgamation etc.: The Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Issuer, or any sale or transfer of all or substantially all of the assets of the Issuer, or the form or substance of any plan relating thereto or the consequences thereof to any Security Holder.

12.41

Waiver of Conflicts: The Issuer hereby irrevocably waives, in favour of the Trustee, any conflict of interest which may arise by virtue of the Trustee or any affiliate of the Trustee acting in various capacities under the Agency Agreement, this Trust Deed and any other documents relating to the Securities or for other customers of the Trustee. The Issuer hereby acknowledges that the Trustee and its affiliates (together, the “Trustee Parties”) may have interests in, or may be providing or may in the future provide financial or other services to, other parties with interests which an issuer or a guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Issuer) other than as a result of the Trustee Parties acting as Trustee or Agent (as applicable) hereunder or under the Agency Agreement that the Trustee Parties may not be entitled to share with the Issuer. The Issuer agrees that each of the Trustee Parties may deal (whether for its own or its customers’ account) in, or advise on, securities of any party and that such dealing or giving of advice will not constitute a conflict of interest for the purposes of the issue or otherwise in relation to the Securities, this Trust Deed, the Agency Agreement or any other documents relating to the Securities.

12.42

Anti-Money Laundering and Terrorism: The Trustee, at the expense of the Issuer, may take and may instruct any agent or delegate to take any action which it in its sole discretion considers appropriate so as to comply with any Applicable Law, any request of a public or regulatory authority or any policy of the Trustee (including Know Your Client and other compliance policies and procedures) which relates to the prevention of fraud, money laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. Such action may include but is not limited to the interception and investigation of transactions on the Issuer’s accounts (particularly those involving the international transfer of funds) including the source of or the intended recipient of funds paid into or out of the Issuer’s accounts. In certain circumstances, such action may delay or prevent the processing of the Issuer’s instructions, the settlement of transactions over the Issuer’s accounts or the Trustee’s performance of its obligations under this Trust Deed, the Agency Agreement and/or the Securities. Neither the Trustee nor any agent or delegate will be liable for any loss (whether direct or consequential and including, without limitation, loss of profit or interest) caused in whole or in part by any actions which are taken by the Trustee or any agent or delegate pursuant to this Clause 12.42.

12.43

Not Responsible for Listing: Nothing in this Trust Deed shall require the Trustee to assume an obligation of the Issuer or arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other applicable competent Authority).

12.44

No Implied Duties: The Trustee shall be obliged to perform such duties, and only such duties, as are herein or in this Trust Deed, the Agency Agreement or the Conditions, as applicable, specifically set forth, and no implied duties or obligations shall be read into such documents against the Trustee.

12.45

Powers, Discretions and Functions Additional: The powers, discretions and functions conferred on the Trustee by this Trust Deed, the Agency Agreement and/or the Conditions shall be in addition to any powers, discretions and functions the Trustee may otherwise have under general law or as holder of any of the Securities.

12.46

Sanctions

(a)

The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union or HM Treasury (collectively “Sanctions”).

12.47

No Liability

13.

TRUSTEE’S DUTY OF CARE AND LIABILITY

14.

WAIVER AND PROOF OF DEFAULT

14.1

Waiver: The Trustee may, but is not obliged to, without the consent of the Security Holders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Security Holders will not be materially prejudiced thereby, waive or authorise, on such terms as seem expedient to it, any breach or proposed breach by the Issuer of this Trust Deed, the Securities, the Agency Agreement or the Conditions or determine that an Event of Default or Potential Event of Default will not be treated as such, provided that the Trustee will not do so in contravention of an express direction given by an Extraordinary Resolution or a request made pursuant to Condition 10. The Trustee’s waiver or authorisation may be subject to it being indemnified and/or secured and/or pre-funded to its satisfaction and to any other condition which the Trustee requires, including but not limited to obtaining, at the sole expense of the Issuer, advice from or an opinion of any investment bank or legal or other expert and/or the Auditors and/or a certificate signed by an Authorised Signatory of the Issuer. The Trustee shall be entitled to but shall not be obligated to rely on such advice or opinion. No such direction or request will affect a previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding

14.2

Proof of Default: Proof that the Issuer has failed to pay a sum due to the holder of any one Security will (unless the contrary be proved) be sufficient evidence that it has made the same default as regards all other Securities which are then payable.

15.

TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS

16.

MODIFICATION AND WAIVER

17.

APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE

17.1

Appointment: Subject as provided in Clause 17.2 below, the Issuer has the power of appointing new trustees but no one may be so appointed unless previously approved by an Extraordinary Resolution. A trust corporation will at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Issuer to the Security Holders as soon as practicable.

17.2

Retirement and Removal: Any Trustee may retire at any time on giving at least 45 days’ written notice to the Issuer without giving any reason and without being responsible for any costs, charges and expenses occasioned by such retirement or the appointment of a new trustee, and the Security Holders may by Extraordinary Resolution remove any Trustee, provided that the retirement or removal of a sole trust corporation will not be effective until a trust corporation is appointed as successor Trustee. If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal, the Issuer will use its reasonable endeavours to procure that another trust corporation be appointed as Trustee but if no such replacement Trustee is appointed by the day falling 15 days prior to the expiry of such 45-day notice period or, as the case may be, by the day falling 30 days after the date of such Extraordinary Resolution, the Trustee shall have the power (i) to petition any court of competent jurisdiction for its

17.3

Co-Trustees: The Trustee may, despite Clause 17.1, by written notice to the Issuer appoint anyone to act as an additional trustee jointly with the Trustee:

(a)

if the Trustee considers the appointment to be in the interests of the Security Holders;

(b)

to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or

(c)

to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction.

17.4

Competence of a Majority of Trustees: If there are more than two Trustees, the majority of them will be competent to perform the Trustee’s functions, provided the majority includes a trust corporation. The obligations and liabilities of the Trustees shall be several and not joint.

17.5

Successor: Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder without the execution or filing of any papers or any further act on the part of any of the parties hereto. Notice shall be given to the Issuer by the Trustee as soon as reasonably practicable if any event described in this Clause 17.5 occurs.

18.

CURRENCY INDEMNITY

18.1

Currency of Account and Payment: U.S. dollars (the “Contractual Currency”) is the sole currency of account and payment for all sums payable by the Issuer under or in connection with this Trust Deed, the Agency Agreement and the Securities, including damages.

18.2

Extent of Discharge: An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise), by the Trustee or any Security Holder in respect of any sum expressed to be due to it from the Issuer will only discharge the Issuer or to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

18.3

Indemnity: If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed, the Agency Agreement or the Securities, the Issuer will indemnify it, on demand on an after tax basis, against any loss sustained by it as a result. In any event, the Issuer will indemnify the recipient, on demand on an after tax basis, against the cost of making any such purchase.

18.4

Indemnity Separate: The indemnities in this Clause 18 and in Clauses 4.1 and 11.4 constitute separate and independent obligations from the other obligations in this Trust Deed, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Trustee and/or any Security Holder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed, the Agency Agreement and/or the Securities or any other judgment or order.

18.5

Continuing Effect: This Clause 18 will continue in full force and effect as regards the Trustee even if it no longer is Trustee.

19.

COMMUNICATIONS

20.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

21.

FURTHER ISSUES

21.1

Further Issues: The Issuer may from time to time without the consent of the Security Holders create and issue further bonds having the same terms and conditions as the Securities in all respects and so that such further issue shall be consolidated and form a single series with the outstanding Securities.

21.2

Supplemental Trust Deed: Any further securities forming a single series with the Securities shall be constituted by a deed supplemental to this Trust Deed. In any such case, the Issuer shall prior to the issue of any such further securities execute and deliver to the Trustee a trust deed

21.3

Endorsement by Trustee: A memorandum of every such supplemental trust deed shall be endorsed by the Trustee on this Trust Deed and by the Issuer on its duplicate of this Trust Deed.

21.4

Notice to Trustee: Whenever it is proposed to create and issue any further securities, the Issuer shall give to the Trustee not less than 14 days’ prior notice in writing of its intention so to do stating the amount of further securities proposed to be created and issued, which notice shall be accompanied by a draft of the proposed supplemental trust deed.

22.

COUNTERPARTS

23.

GOVERNING LAW AND JURISDICTION

23.1

Governing Law: This Trust Deed, the Agency Agreement, the Securities and any non- contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with English law.

23.2

Jurisdiction: The Issuer irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong to settle any disputes which may arise out of or in connection with this Trust Deed, the Agency Agreement or the Securities and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed, the Agency Agreement or the Securities (“Proceedings”) may be brought against the Issuer in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

23.3

Waiver of Immunity: The Issuer hereby waives any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and irrevocably consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

1

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Securities represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may require.

2

A representative of the Security Holder should state the capacity in which he signs e.g. executor.

1

The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Securities represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may require.

2

A representative of the Security Holder should state the capacity in which he signs e.g. executor.

1

Status

2

Form, Denomination and Title

(a)

Form and Denomination: The Securities are issued in registered form in the denomination of U.S.$200,000 and integral multiples of U.S.$200,000 in excess thereof (the “Authorised Denomination”) without coupons attached. A security certificate (each a “Certificate”) will be issued to each Security Holder in respect of its registered holding of Securities. Each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the register of Security Holders (the “Register”) which the Issuer will procure to be kept by the Registrar.

(b)

Title: Title to the Securities passes only by transfer and registration in the Register as described in Condition 3 (Transfers of Securities; Issue of Certificates). The holder of any Security shall (except as otherwise required by law or ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing (other than an endorsed form of transfer) on, or the theft or loss of, the Certificate issued in respect of it) and the Trustee, the Agents and any other person shall not be liable for so treating the holder. In these Conditions, “Security Holder” and (in relation to a Security) “holder” mean the person in whose name a Security is registered in the Register (or in the case of a joint holding, the first named thereof).

3

Transfers of Securities; Issue of Certificates

(a)

Register: The Issuer will cause the Register to be kept at the specified office of the Registrar outside Hong Kong and the United Kingdom and in accordance with the terms of the Agency Agreement on which shall be entered the names and addresses of the holders of the Securities and the particulars of the Securities held by them and of all transfers, redemptions and exercises of the Securities. Each Security Holder shall be entitled to receive only one Certificate in respect of its entire holding of Securities.

(b)

Transfer: Subject to Conditions 3(e) (Closed Periods) and 3(f) (Regulations) and the terms of the Agency Agreement, a Security may be transferred by delivery of the Certificate issued in respect of that Security, with the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing, to the specified office of either the Registrar or the Transfer Agent together with such evidence as the Registrar or (as the case may be) the Transfer Agent may require to prove the title of the transferor and the authority of the individuals who have executed the form of the transfer; provided, however, that a Security may not be transferred unless the principal amount of the Security transferred and (where not all of the Securities held by the holder are being transferred) the principal amount of the balance of the Securities not so transferred, is an Authorised Denomination. Where not all Securities represented by the surrendered Certificate are the subject of the transfer, a new Certificate in respect of the balance of the Securities will be issued to the transferor. No transfer of a Security will be valid or effective unless and until entered on the Register.

(c)

Delivery of New Certificates: Each new Certificate to be issued upon a transfer or (if applicable) exercise of Securities will, within seven business days of receipt by the Registrar or, as the case may be, the relevant Transfer Agent of the original Certificate and the form of transfer duly completed and signed, be made available for collection at the specified office of the Registrar or such other relevant Transfer Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Securities (but free of charge to the holder and at the Issuer’s expense) to the address specified in the form of transfer. The Registrar will, within seven business days of receipt by the Registrar or any Transfer Agent of the documents above, register the transfer in question.

(d)

Formalities Free of Charge: Registration of a transfer of Securities and issuance of new Certificates will be effected, without charge to the relevant holder of such Securities, by or on behalf of the Issuer, the Registrar or any Transfer Agents, but (i) upon payment (or the giving of such indemnity and/or security and/or pre-funding as the Issuer may reasonably require or the Registrar or the Transfer Agent may require) in respect of any taxes, duties or other governmental charges which may be levied or imposed in connection with such transfer or issuance and (ii) the Registrar or the Transfer Agent (as the case may be) being satisfied in its absolute discretion with the documents of title or identity of the person making the application and (iii) the Registrar or the Transfer Agent (as the case may be) being satisfied that Condition 3(f) (Regulations) has been complied with.

(e)

Closed Periods: No Security Holder may require the transfer of a Security to be registered (i) during the period of seven days ending on (and including) the dates for payment of any principal pursuant to these Conditions (including Condition 8(a) (Maturity), Condition 8(b) (Redemption for Taxation Reasons) and Condition 8(c) (Redemption at the Option of the Issuer)); (ii) after an Exercise Notice (as defined in Condition 6(b) (Exercise Procedure)) has been delivered with respect to a Security; (iii) after a Relevant Event Redemption Notice (as defined in Condition 8(e) (Redemption for Delisting or Change of Control)) has been deposited in respect of such Security pursuant to Condition 8(e) (Redemption for Delisting or Change of Control) or after a put notice has been deposited in respect of such Security pursuant to Condition 8(d) (Redemption at the Option of the Security Holders); and (iv) during the period of seven days ending on (and including) any Interest Record Date (as defined in Condition 7(a) (Payments)). Each such period is a “Closed Period”.

(f)

Regulations: All transfers of Securities and entries on the Register will be made subject to the detailed regulations concerning transfer of Securities, the initial form of which is scheduled to the Agency Agreement. The regulations may be changed by the Issuer (with the prior written approval of the Registrar and the Trustee) or by the Registrar (with the prior written approval of the Trustee). A copy of the current regulations will be mailed (free of charge and at the cost of the Issuer) by the Registrar to any Security Holder upon written request and with proof of holding and identity to the satisfaction of the Registrar.

4

Covenants

(a)

Negative Pledge: So long as any Security remains outstanding (as defined in the Trust Deed), the Issuer will not, and the Issuer shall procure that none of its Principal Subsidiaries (other than any Listed Subsidiary or a Subsidiary of such Listed Subsidiary) will, create, permit to subsist or arise or have outstanding, any Encumbrance upon the whole or any part of their respective present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or to secure any guarantee of or indemnity in respect of any Relevant Indebtedness unless, at the same time or prior thereto the Securities are secured equally and rateably (i) therewith or by the same Encumbrance, (ii) by security which the Trustee may (but shall not be obliged to) in its absolute discretion deem not materially less beneficial to the interests of the Security Holders or (iii) by such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed).

(b)

NDRC Filings: The Issuer undertakes that it will within the relevant prescribed timeframes after the Issue Date file or cause to be filed with the NDRC (as defined below) the requisite

(c)

CSRC Filings: The Issuer undertakes to file or cause to be filed with the CSRC (as defined below) within the relevant prescribed timeframes after the Issue Date the requisite information and documents in respect of the Securities in accordance with the CSRC Filing Rules (as defined below) (the “CSRC Post-Issuance Filings”, which term for the avoidance of doubt, includes the Initial CSRC Post-Issuance Filing (as defined below)) and comply with the continuing obligations under the CSRC Filing Rules and any implementation rules as issued by the CSRC from time to time.

(d)

Notification of Submission of Initial NDRC Post-Issuance Filing and Initial CSRC Post- Issuance Filing: The Issuer shall:

(i)

file or cause to be filed (I) the initial NDRC post-issuance filing with the NDRC or its competent local counterpart of the information and documents relating to the issue of the Securities that are required to be filed in accordance with Order 56 within ten Registration Business Days after the Issue Date (the “Initial NDRC Post-Issuance Filing”) and (II) the CSRC Filing Report and other requisite information and documents in respect of the Securities that are required to be filed with the CSRC within three Registration Business Days after the Issue Date in accordance with the CSRC Filing Rules (the “Initial CSRC Post-Issuance Filing”), and

(ii)

(A) within ten Registration Business Days after the later of (a) the submission of the Initial NDRC Post-Issuance Filing, and (b) the submission of the Initial CSRC Post- Issuance Filing, provide the Trustee with a certificate (substantially in the form scheduled to the Trust Deed) in English signed by an Authorised Signatory (as defined in the Trust Deed) confirming (x) the submission of the Initial NDRC Post-Issuance Filing, and (y) the submission of the Initial CSRC Post-Issuance Filing and copies of the relevant documents evidencing (x) the Initial NDRC Post-Issuance Filing (if any), and (y) the Initial CSRC Post-Issuance Filing (if any); and (B) within ten Registration Business Days after the later of (a) the completion of the Initial NDRC Post-Issuance Filing, and (b) the completion of the Initial CSRC Post-Issuance Filing, provide the Trustee with the relevant documents (if any) evidencing the submission of the Initial NDRC Post-Issuance Filing and the Initial CSRC Post-Issuance Filing (the documents in (A) and (B) of this Condition 4(d)(ii) together, the “Registration Documents”). In addition, the Issuer shall, within ten Registration Business Days after the Registration Documents are delivered to the Trustee, give notice to the Security Holders (in accordance with Condition 16 (Notices)) confirming the submission of the Initial NDRC Post-Issuance Filing and the Initial CSRC Post-Issuance Filing. The Issuer shall, within ten Registration Business Days after the completion of the Initial CSRC Post-Issuance Filing, give notice to the Security Holders (in accordance with Condition 16 (Notices) confirming the completion of the Initial CSRC Post-Issuance Filing.

(i)

“CSRC” means the China Securities Regulatory Commission;

(ii)

“CSRC Filing Report” means the filing report of the Issuer in relation to the issuance of the Securities which will be submitted to the CSRC within three Registration Business Days after the Issue Date pursuant to the CSRC Filing Rules;

(iii)

“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境內企業境外發行證券和上市管理試行辦法) and supporting guidelines issued by the CSRC on 17 February 2023, as amended, supplemented or otherwise modified from time to time;

(iv)

“Encumbrance” means any mortgage, charge, pledge, lien or other encumbrance or security interest securing any obligation of any person or any other arrangement with similar economic effect;

(v)

“Listed Subsidiary” of any person means any Subsidiary of such person whose ordinary shares are listed or dealt in or traded on any internationally recognised stock exchange;

(vi)

“NDRC” means the National Development and Reform Commission of the PRC;

(vii)

“PRC” means the People’s Republic of China and, for the purposes of these Conditions, except where the context requires, does not include Hong Kong Special Administrative Region of the People’s Republic of China, Macau Special Administrative Region of the People’s Republic of China and Taiwan;

(viii)

“Principal Subsidiary” means any Subsidiary of the Issuer:

(A)

whose revenue or (in the case of a Subsidiary which itself has Subsidiaries) consolidated revenue, as shown by its latest audited income statement are at least 10 per cent. of the consolidated revenue as shown by the latest audited consolidated income statement of the Issuer and its Subsidiaries, taken as a whole; or

(B)

whose total assets or (in the case of a Subsidiary which itself has Subsidiaries) consolidated total assets, as shown by its latest audited balance sheet are at least 10 per cent. of the consolidated total assets of the Issuer and its Subsidiaries as shown by the latest audited consolidated balance sheet of the Issuer and its Subsidiaries including, for the avoidance of doubt, the investment of the Issuer in each Subsidiary whose accounts are not consolidated with the consolidated audited accounts of the Issuer and after adjustment for minority interests; or

(C)

to which is transferred the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transfer was a Principal Subsidiary, provided that (i) the Principal Subsidiary which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary and the Subsidiary to which the assets are so transferred shall become a Principal Subsidiary and (ii) on or after the date on which the first available audited accounts (consolidated, if appropriate) of the Issuer prepared as of a date later than such transfer are issued, whether such transferor Subsidiary or such transferee Subsidiary is or is not a Principal Subsidiary shall be determined on the basis of such accounts by virtue of the provisions of paragraphs (A) or (B) or (C) of this definition,

(I)

in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Issuer relate, the reference to the then latest consolidated audited accounts of the Issuer for the purposes of the calculation above shall, until consolidated audited accounts of the Issuer for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published be deemed to be a reference to the then latest consolidated audited accounts of the Issuer adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;

(ix)

“Registration Business Day” means a day, other than a Saturday, Sunday or public holiday, on which commercial banks are generally open for business in Beijing, the PRC;

(x)

“Relevant Indebtedness” means any future or present indebtedness incurred outside the PRC in the form of or represented by debentures, loan stock, bonds, notes, bearer participation certificates, depositary receipts, certificates of deposit or other similar securities or instruments or by bills of exchange drawn or accepted for the purpose of raising money which are, or are capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or on any other securities market and for the avoidance of doubt, “Relevant Indebtedness” does not include indebtedness under any bilateral, syndicated or club loans or credit facilities; and

(xi)

any reference to a “subsidiary” or “Subsidiary” of any person is to (i) any company or other business entity of which that person owns or controls (either directly or through one or more other Subsidiaries) more than 50 per cent. of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees or equivalent body of such company or other business entity or (ii) any company or other business entity which at any time has its accounts consolidated with those of that person or which, under the laws, regulations or generally accepted accounting principles from time to time of the Cayman Islands or Hong Kong, should have its accounts consolidated with those of that person.

5

Interest

(a)

(subject to Condition 6(b)(iii) (Interest Accrual)) where the Exercise Right attached to it shall have been exercised by a Security Holder, from and including the Interest Payment Date immediately preceding the relevant Exercise Date (as defined below), or if none, the Issue Date; or

(b)

where such Security is redeemed or repaid pursuant to Condition 8 (Redemption, Purchase and Cancellation) or Condition 10 (Events of Default), from the due date for redemption or repayment thereof,

6

Exercise

(a)

Exercise Right

(i)

Exercise Period: Subject as hereinafter provided, the Security Holders have the right to require the Issuer to exchange their Securities for their Cash Settlement Amount calculated in accordance with Condition 6(a)(v) (Cash Settlement Amount) at any time during the Exercise Period (the “Exercise Right”). “Exercise Period” means either the Initial Exercise Period or the Final Exercise Period.

(I)

at any time on or after 14 January 2031 (the “Initial Exercise Period Commencement Date”) to the date falling 70 scheduled Trading Days prior to the Maturity Date (the “Initial Exercise Period End Date”) (both days inclusive) or, if such Security is to be redeemed pursuant to Condition 8(b) (Redemption for Taxation Reasons) or Condition 8(c) (Redemption at the Option of the Issuer) prior to the Initial Exercise Period End Date, not later than the 10^th business day before the date fixed for redemption thereof pursuant to Condition 8(b) (Redemption for Taxation Reasons) or Condition 8(c) (Redemption at the Option of the Issuer), as the case may be, unless there shall be default in making payment in respect of such Security on such date fixed for redemption, in which event the Exercise Right may be exercised up to the date on which the full amount of such payment becomes available for payment and notice of such availability has been duly given to Security Holders in accordance with Condition 16 (Notices) or, if earlier, the date falling 10^th scheduled Trading Days prior to the Maturity Date (the “Initial Exercise Period”); or

(II)

at any time from the date falling 69 scheduled Trading Days preceding the Maturity Date (the “Final Exercise Period Commencement Date”) to the date falling 10 scheduled Trading Days prior to the Maturity Date (the “Final Exercise Period End Date”) (both days inclusive) or, if such Security is to be redeemed pursuant to Condition 8(b) (Redemption for Taxation Reasons) and Condition 8(c) (Redemption at the Option of the Issuer) prior to the Final Exercise Period End Date, not later than the 10th business day before the date fixed for redemption thereof pursuant to Condition 8(b) (Redemption for Taxation Reasons) and

(ii)

Exercise Price: The exercise price at which the Securities will be exchanged pursuant to this Condition 6(a) (Exercise Right) (the “Exercise Price”) will initially be HK$64.395 per Share, but will be subject to adjustment in the manner provided in Condition 6(c) (Adjustments to Exercise Price) and/or Condition 6(d) (Adjustment upon Change of Control).

(iii)

Revival and/or survival after Default: Notwithstanding the provisions of Condition 6(a)(i) (Exercise Period), if (1) the Issuer shall default in making payment in full in respect of any Security which shall have been called or put for redemption on the date fixed for redemption thereof, (2) any Security has become due and payable prior to the Maturity Date by reason of the occurrence of any of the events under Condition 10 (Events of Default), or (3) any Security is not redeemed on the Maturity Date in accordance with Condition 8(a) (Maturity) or the applicable date for redemption in accordance with Condition 8(d) (Redemption at the Option of the Security Holders) or Condition 8(e) (Redemption for Delisting or Change of Control), the Exercise Right attaching to such Security will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate representing such Security is deposited for exercise) on the date upon which the full amount of the moneys payable in respect of such Security has been duly received by the Principal Agent or the Trustee and notice of such receipt has been duly given to the Security Holders and notwithstanding the provisions of Condition 6(a)(i) (Exercise Period), any Security in respect of which the Certificate and Exercise Notice are deposited for exercise prior to such date shall be exercised on the relevant Exercise Date (as defined below) notwithstanding that the full amount of the moneys payable in respect of such Security shall have been received by the Principal Agent or the Trustee before such Exercise Date or that the Exercise Period may have expired before such Exercise Date.

(iv)

Meaning of “Shares”: As used in these Conditions, the expression “Shares” means ordinary shares with a par value of U.S.$0.00001 each of the Issuer or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer. For the avoidance of doubt, for the purpose of the expression “Shares” in Condition 6(c) (Adjustments to Conversion Price) shall include American

(v)

Cash Settlement Amount: Upon any valid exercise of Exercise Rights with respect to one or more Securities, the Issuer shall exchange the Securities of the exercising Security Holders at their Cash Settlement Amount by no later than the fifth Hong Kong business day after the end of the relevant Cash Settlement Calculation Period (for the avoidance of doubt, regardless of whether such date falls before, on, or after the Maturity Date).

(a)

during the Initial Exercise Period, 60 consecutive Trading Days commencing on the first Trading Day following the date of the relevant Exercise Notice; or

(b)

during the Final Exercise Period, 60 consecutive Trading Days commencing on the 68^th scheduled Trading Day preceding the Maturity Date.

(b)

Exercise Procedure

(i)

Exercise Notice: To exercise the Exercise Right attaching to any Security, the holder thereof must complete, execute and deposit at his own expense from 9:00 a.m. to 3:00

(ii)

Retroactive Adjustments: If the Exercise Date in relation to any Security shall be on or after the record date for any issue, distribution, grant, offer or other event that gives rise to the adjustment of the Exercise Price pursuant to Condition 6(c) (Adjustments to Exercise Price) but before the relevant adjustment becomes effective under the relevant Condition (a “Retroactive Adjustment”), upon the relevant adjustment becoming effective the Issuer shall procure the payment to the exercising Security Holder (or in accordance with the instructions contained in the Exercise Notice (subject to applicable exchange control or other laws or other regulations)), of such additional cash amount as is, together with the Cash Settlement Amount payable pursuant to Condition 6(a)(v) (Cash Settlement Amount) above, equal to the Cash Settlement Amount which would have been payable if the relevant adjustment to the Exercise Price had been made and become effective on or immediately after the relevant record date and in such event.

(iii)

Interest Accrual: If any notice requiring the redemption of any Securities is given pursuant to Condition 8(b) (Redemption for Taxation Reasons) or Condition 8(c) (Redemption at the Option of the Issuer) on or after the 15^th Hong Kong business day prior to a record date which has occurred since the last Interest Payment Date (or in the case of the first Interest Period, since the Issue Date) in respect of any dividend or distribution payable in respect of the Shares where such notice specifies a date for redemption falling on or prior to the date which is 14 days after the Interest Payment Date next following such record date, interest shall (subject as hereinafter provided) accrue on Securities in respect of which Exercise Rights shall have been exercised and in respect of which the Exercise Date falls after such record date and on or prior to the Interest Payment Date next following such record date in each case from and including the preceding Interest Payment Date (or, if such Exercise Date falls before the first Interest Payment Date, from, and including, the Issue Date) to, but excluding, such Exercise Date. Any such interest shall be paid not later than 14 days after the relevant Exercise Date by the Issuer by transfer to a U.S. dollar account maintained by the payee with a bank, in accordance with instructions given by the relevant Security Holder in the Exercise Notice, provided that the Paying Agent shall not in any way be responsible for any such interest payment.

(c)

Adjustments to Exercise Price: Upon the occurrence of any of the following events described below, the Exercise Price will be adjusted as follows:

(1)

Consolidation, Subdivision, Redesignation or Reclassification: If and whenever there shall be an alteration to the nominal value of the Shares as a result of consolidation, subdivision, redesignation or reclassification, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such alteration by the following fraction:

A

is the nominal amount of one Share immediately after such alteration; and

B

is the nominal amount of one Share immediately before such alteration.

(2)

Capitalisation of Profits or Reserves:

(i)

If and whenever the Issuer shall issue any Shares credited as fully paid to the holders of Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account) including Shares paid up out of distributable profits or reserves and/or share premium account (except for any Scrip Dividend (as defined below)) and which would not have constituted a Capital Distribution (as defined below), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue by the following fraction:

(ii)

In the case of an issue of Shares by way of a Scrip Dividend where the aggregate value of such Shares issued by way of Scrip Dividend as determined by reference to the Current Market Price (as defined below) per Share on the date of announcement of the terms of such Scrip Dividend exceeds the amount of the Relevant Cash Dividend (as defined below) or the relevant part thereof and which would not have constituted a Capital Distribution, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before the issue of such Shares by the following fraction:

A

is the aggregate nominal amount of the issued Shares immediately before such issue;

B

is the aggregate nominal amount of Shares issued by way of such Scrip Dividend multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Dividend for which Shareholders have elected to receive as Shares issued by way of Scrip Dividend and (ii) the denominator is the aggregate value of such Shares issued by way of Scrip Dividend as determined by reference to the Current Market Price per Share; and

C

is the aggregate nominal amount of Shares issued by way of such Scrip Dividend.

(3)

Capital Distributions: If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders (except to the extent that the Exercise Price falls to be adjusted under Condition 6(c)(2) (Capitalisation of Profits or Reserves) above), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such Capital Distribution by the following fraction:

A

is the Current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and

B

is the Fair Market Value (as defined below) of the portion of the Capital Distribution attributable to one Share.

(4)

Rights Issues of Shares or Options over Shares: If and whenever the Issuer shall issue Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares, in each case at less than 95 per cent. of the Current Market Price per Share on the date of the first public announcement of the terms of the issue or grant, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue or grant by the following fraction:

A

is the aggregate number of Shares in issue immediately before such announcement;

B

is the number of Shares which the aggregate consideration receivable for the Shares issued by way of rights or for the options or warrants or other rights issued or granted by way of rights and for the total number of Shares comprised therein would subscribe for, purchase or otherwise acquire at such Current Market Price per Share; and

C

is the aggregate number of Shares issued or, as the case may be, comprised in the issue or grant.

(5)

Rights Issues of Other Securities: If and whenever the Issuer shall issue any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares) to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue or grant by the following fraction:

A

is the Current Market Price per Share on the date on which such issue or grant is publicly announced; and

B

is the Fair Market Value per Share on the date of such announcement of the portion of the rights attributable to one Share.

(6)

Issues at less than Current Market Price: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 6(c)(4) (Rights Issues of Shares or Options over Shares) above) any Shares (other than Shares issued on the exercise of any rights of conversion into, or exchange or subscription for, Shares) or shall issue or grant (otherwise than as mentioned in Condition 6(c)(4) (Rights Issues of Shares or Options over Shares) above) any options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares, in each case at a price per Share which is less than 95 per cent. of the Current Market Price per Share on the date of the first public announcement of the terms of such grant or issue, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue by the following fraction:

A

is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the grant of such options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares;

B

is the number of Shares which the aggregate consideration receivable for the issue of the maximum number of Shares to be issued or the exercise of such options, warrants or other rights would purchase at such Current Market Price per Share; and

C

is the aggregate number of Shares in issue immediately after the issue of such additional Shares.

(7)

Other Issues at less than Current Market Price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Condition 6(c)(7) (Other Issues at less than Current Market Price), if and whenever the Issuer or any of its Subsidiaries (otherwise than as mentioned in Conditions 6(c)(4) (Rights Issues of Shares or Options over Shares), 6(c)(5) (Rights Issues of Other Securities) or 6(c)(6) (Issues at less than Current Market Price)) or (at

A

is the aggregate number of Shares in issue immediately before such issue;

B

is the number of Shares which the aggregate consideration receivable by the Issuer for the Shares to be issued on exercise or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per Share; and

C

is the maximum number of Shares to be issued on exercise or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial exercise, exchange or subscription price or rate on the issue date of such securities.

(8)

Modification of Rights of Exercise etc.: If and whenever there shall be any modification of the rights of exercise, exchange or subscription attaching to any securities which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares (other than in accordance with the terms of such securities) so that following such modification the consideration per Share (for the number of Shares available on exercise, exchange or subscription following the modification) is less than 95 per cent. of the Current Market Price per Share on the date of announcement of the proposals for such modification, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such modification by the following fraction:

A

is the aggregate number of Shares in issue immediately before such modification;

B

is the maximum number of Shares which the aggregate consideration receivable by the Issuer for the Shares to be issued on exercise or exchange or on exercise of the right of subscription attached to the securities so modified would purchase at such Current Market Price per Share or, if lower, the existing exercise, exchange or subscription price of such securities; and

C

is the maximum number of Shares to be issued on exercise or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified exercise, exchange or subscription price or rate but giving credit in such manner as an Independent Financial Advisor considers appropriate (if at all) for any previous adjustment under this Condition 6(c)(7) (Modification of Rights of Exercise etc.) or Condition 6(c)(7) (Other Issues at less than Current Market Price).

(9)

Other Offers to Shareholders: If and whenever the Issuer or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries) any other company, person or entity issues, sells or distributes any securities in connection with an offer pursuant to which the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Exercise Price falls to be adjusted under Conditions 6(c)(4) (Rights Issues of Shares or Options over Shares), 6(c)(5) (Rights Issues of Other Securities), 6(c)(6) (Issues at less than Current Market Price) or 6(c)(7) (Other Issues at less than Current Market Price)), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue, sale or distribution by the following fraction:

A

is the Current Market Price per Share on the date on which such issue, sale or distribution is publicly announced; and

B

is the Fair Market Value of the portion of the rights attributable to one Share.

(10)

Other Events: If the Issuer determines that an adjustment should be made to the Exercise Price as a result of one or more events or circumstances not referred to in this Condition 6(c) (Adjustments to Exercise Price), the Issuer shall at its own expense consult an Independent Financial Advisor to determine as soon as practicable what adjustment (if any) to the Exercise Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Exercise Price, and the date on which such adjustment should take effect and upon such determination by the Independent Financial Advisor such adjustment (if any) shall be made and shall take effect in accordance with such determination. Notwithstanding the foregoing, the per Share value of any such modification shall not exceed the per Share value of the dilution in the Shareholders’ interest in the Issuer’s equity caused by such events or circumstances.

(i)

if the Shares to be issued in such circumstances do not rank for the dividend in question, the Closing Price on the dates on which the Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend per Share; or

(ii)

if the Shares to be issued in such circumstances rank for the dividend in question, the Closing Price on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by the Fair Market Value of that dividend per Share;

(i)

to effect transactions in, or obtain market values for, the Shares on the Hong Kong Stock Exchange or, if applicable, the Alternative Stock Exchange; or

(ii)

to effect transactions in, or obtain market values for, futures or options contacts relating to the Shares on the Hong Kong Stock Exchange or, if applicable, the Alternative Stock Exchange.

(i)

a Trading Disruption;

(ii)

an Exchange Disruption at any time during the regular trading session on the Hong Kong Stock Exchange or, if applicable, the Alternative Stock Exchange that, in aggregate (calculated individually for each exchange) lasts for more than one-half hour period, without regard to after hours or any other trading outside of the regular trading session hours; or

(iii)

an Early Closure by more than one half-hour period.

(i)

relating to Shares on the Hong Kong Stock Exchange or, as the case may be, an Alternative Stock Exchange, or

(ii)

in futures or options contracts relating to the Shares on the Hong Kong Stock Exchange or, as the case may be, an Alternative Stock Exchange.

(d)

Adjustment upon Change of Control: If a Change of Control (as defined in Condition 8(e) (Redemption for Delisting or Change of Control)) shall occur, the Issuer shall give notice (the “Change of Control Notice”) of that fact to the Trustee and the Principal Agent in writing and to the Security Holders in accordance with Condition 16 (Notices) within seven days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Exercise Rights such that the relevant Exercise Date falls within the period of 30 days following the later of (i) the relevant Change of Control and (ii) the date on which the Change of Control Notice is given to Security Holders (such period, the “Change of Control Exercise Period”), the Exercise Price shall be adjusted in accordance with the following formula:

(e)

Undertakings

(i)

it will use its reasonable endeavours (a) to maintain a listing for all the issued Shares on the Hong Kong Stock Exchange, and (b) if the Issuer is unable to obtain or maintain such listing, to use its reasonable endeavours to obtain and maintain a listing for all the issued Shares on an Alternative Stock Exchange as the Issuer may from time to time select and notify to the Trustee and will forthwith give notice to the Security Holders in accordance with Condition 16 (Notices) of the listing or delisting of the Shares (as a class) by any of such stock exchanges;

(ii)

it will not make any reduction of its ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and results in (or would, but for the provision of these Conditions relating to rounding or the carry forward of adjustments, result in) an adjustment to the Exercise Price or is otherwise

(iii)

it will use its reasonable endeavours to list and thereafter maintain the listing of the Securities on the Official List of the Singapore Exchange Securities Trading Limited and if the Issuer is unable to maintain such listing, to use all reasonable endeavours to obtain and maintain a listing on another internationally recognised stock exchange and will forthwith give notice to the Security Holders in accordance with Condition 16 (Notices) and in writing to the Trustee and the Principal Agent of the listing or delisting of the Securities by any such stock exchange; and

(iv)

in the Trust Deed, the Issuer has also undertaken with the Trustee that so long as any Security remains outstanding it will not make any offer, issue or distribute or take any action the effect of which would be to reduce the Exercise Price below the par value of the Shares of the Issuer, provided always that the Issuer shall not be prohibited from purchasing its Shares to the full extent permitted by law.

(f)

Notice of Change in Exercise Price

7

Payments

(a)

Payments: Payment of principal, interest, premium (if any) and default interest (if any) and any other amounts due (other than the Cash Settlement Amount) will be made by transfer to the registered account of the Security Holder. Such payment will only be made after surrender of the relevant Certificate at the specified office of the Paying Agent.

(b)

Registered Accounts: For the purposes of this Condition 7, a Security Holder’s registered account means the U.S. dollar account maintained by or on behalf of it, details of which appear on the Register at the close of business on the Interest Record Date, and a Security Holder’s registered address means its address appearing on the Register at that time.

(c)

Fiscal Laws: All payments of principal, premium (if any) and interest (if any) under the Securities are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 9 (Taxation) and (ii) if applicable, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of

(d)

Payment Initiation: Payment instructions (for value on the due date or, if that is not a business day (as defined below), for value on the first following day which is a business day) will be initiated on the due date for payment (or, if that date is not a business day, on the first following day which is a business day), or, in the case of a payment of principal, if later, on the business day on which the relevant Certificate is surrendered at the specified office of an Agent.

(e)

Delay in Payment: Security Holders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a business day or if the Security Holder is late in surrendering its Certificate (if required to do so).

(f)

Business Day: In this Condition 7 (Payments), “business day” means a day other than a Saturday, Sunday or public holiday on which commercial banks are generally open for business in Hong Kong, New York City, in the city in which the specified office of the Principal Agent is located and, in the case of the surrender of a Certificate, in the city in which the specified office of the relevant Paying Agent whom a Certificate is surrendered for payment is located. If an amount which is due on the Securities is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

(g)

Rounding: When making payments to Security Holders, fraction of one cent will be rounded to the nearest cent (half a cent being rounded upwards).

8

Redemption, Purchase and Cancellation

(a)

Maturity: Unless previously redeemed, purchased and cancelled or unless the Exercise Right in respect of such Security has been exercised as provided herein, the Issuer will redeem each Security at its principal amount on 14 January 2032 (the “Maturity Date”), together with interest accrued but unpaid to but excluding such date. The Issuer may not redeem the Securities at its option prior to that date except as provided in Condition 8(b) (Redemption for Taxation Reasons) or Condition 8(c) (Redemption at the Option of the Issuer) below (but without prejudice to Condition 10 (Events of Default)).

(b)

Redemption for Taxation Reasons

(i)

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice (a “Tax Redemption Notice”) to the Security Holders in accordance with Condition 16 (Notices) (which notice shall be irrevocable) and in writing to the Trustee and the Principal Agent, on the date specified in the Tax Redemption Notice for redemption (the “Tax Redemption Date”) at their principal amount as at such date together with the interest accrued but unpaid to but excluding such date (if any), if the Issuer notifies the Trustee immediately prior to the giving of such notice that (A) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 9 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Cayman Islands, Hong Kong or the PRC or, in each case, any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 6 January 2025, and (B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that changing the Issuer’s jurisdiction of organization shall be deemed not to be a reasonable measure, and further provided that no Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Securities then due. Prior to the publication of any Tax Redemption Notice pursuant to this Condition 8(b) (Redemption for Taxation Reasons), the Issuer shall deliver to the Trustee (x) certificate in English signed by an Authorised Signatory of the Issuer stating that the obligation referred to

(ii)

If the Issuer gives a Tax Redemption Notice pursuant to Condition 8(b)(i) (Redemption for Taxation Reasons), each Security Holder will have the right to elect that its Security(ies) shall not be redeemed and that the provisions of Condition 9 (Taxation) shall not apply in respect of any payment of principal, interest, Cash Settlement Amount, premium (if any) or default interest (if any) to be made in respect of such Security(ies) which falls due after the relevant Tax Redemption Date, whereupon no additional amounts shall be payable by the Issuer in respect thereof pursuant to Condition 9 (Taxation) and subject to the applicable procedures of Euroclear and Clearstream, payment of all amounts by the Issuer to such Security Holder in respect of such Security shall be made subject to the deduction or withholding of any tax required to be deducted or withheld. In the case of Securities represented by Global Certificates, in the absence of applicable Euroclear and Clearstream procedures for such required deduction or withholding or failure by the Issuer to notify Euroclear and Clearstream of the applicable withholding tax rate (if the amount of interest is reduced due to such required deduction or withholding), the Issuer acknowledges and agrees that the Paying Agent will be unable to facilitate payments to Security Holders. To exercise a right pursuant to this Condition 8(b)(ii) (Redemption for Taxation Reasons), the holder of the relevant Security must complete, sign and deposit during normal business hours (being between 9:00 a.m. and 3:00 p.m. (in the location of the specified office of the relevant Paying Agent)) at the specified office of any Paying Agent a duly completed and signed notice of exercise, in the form for the time being current, obtainable from the specified office of any Paying Agent (the “Tax Option Exercise Notice”) together with the Certificate representing the Securities on or before the day falling 10 days prior to the Tax Redemption Date. A Tax Option Exercise Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent.

(c)

Redemption at the Option of the Issuer

(d)

Redemption at the Option of the Security Holders: The Issuer will, at the option of the holder of any Security, redeem all or some only of such holder’s Securities on 14 January 2028 and 14

(e)

Redemption for Delisting or Change of Control: Following the occurrence of a Relevant Event (as defined below), the holder of each Security will have the right, at such holder’s option, to require the Issuer to redeem all or some only of such holder’s Securities on the Relevant Event Redemption Date (as defined below) at their principal amount together with interest accrued but unpaid to but excluding such date (if any). To exercise such right, the holder of the relevant Security must deposit at the specified office of the Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of the Paying Agent, specifying the number of Securities to be redeemed and the Relevant Event that has occurred (“Relevant Event Redemption Notice”), together with the Certificate representing the Securities to be redeemed by not later than 60 days following a Relevant Event, or, if later, 60 days following the date upon which notice thereof is given to Security Holders by the Issuer in accordance with Condition 16 (Notices). The “Relevant Event Redemption Date” shall be the 14^th day after the expiry of such period of 60 days as referred to above.

(i)

the Permitted Holders together cease to own (directly or indirectly) at least 50 per cent. of the issued share capital of the Issuer;

(ii)

the Permitted Holders together cease to be the single largest holder of Voting Rights in the Issuer;

(iii)

any Person or Persons acting together (other than the Permitted Holders) acquires Control of the Issuer; or

(iv)

the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other person, unless the consolidation, merger, sale or transfer will not result in the other person or persons (other than the Permitted Holders) acquiring Control over the Issuer or the successor entity,

(i)

any heir, estate, lineal descendant (or spouse thereof), spouse or parent of any of Mr. Ye Guofu or Ms. Yang Yunyun; or

(ii)

any trust, corporation, partnership or other entity, of which the direct or indirect beneficiaries, equity holders, partners or owners are any of Mr. Ye Guofu, Ms. Yang Yunyun, Mini Investment Limited and/or such other Persons referred to in paragraph

(i)

(x) when the Shares cease to be listed or admitted to trading or suspended for trading for a period equal to or exceeding 30 consecutive Trading Days on the Hong Kong Stock Exchange or, if applicable, the Alternative Stock Exchange, or (y) the Issuer voluntarily ceases to list or quote its ADSs on any of the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (each, a “Delisting”); or

(ii)

when there is a Change of Control; and

(f)

Purchase: Each of the Issuer and any of its Subsidiaries may, subject to applicable laws and regulations, at any time and from time to time purchase Securities at any price in the open market or otherwise.

(g)

Cancellation: All Securities which are redeemed, or purchased by the Issuer or any of its Subsidiaries or in respect of which Exercise Rights have been exercised, will forthwith be

(h)

Redemption Notices: All notices to Security Holders given by or on behalf of the Issuer pursuant to this Condition 8 (Redemption, Purchase and Cancellation) will be irrevocable and will be given in accordance with Condition 16 (Notices) specifying: (i) the Exercise Price as at the date of the relevant notice, (ii) the last day on which the Exercise Rights may be exercised, (iii) the Closing Price of the Shares as at the latest practicable date prior to the publication of the notice, (iv) the principal amount, together with any accrued and unpaid interest, (v) the date for redemption, (vi) the manner in which redemption will be effected and (vii) the aggregate principal amount of the Securities outstanding as at the latest practicable date prior to the publication of the notice.

9

Taxation

(a)

Other connection: to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Security by reason of his having some connection with the Cayman Islands, Hong Kong or the PRC otherwise than merely by holding the Security or by the receipt of amounts in respect of the Security or where the withholding or deduction could be avoided by the holder making a declaration of non-residence or other similar claim for exemption to the appropriate authority which such holder is legally capable and competent of making but fails to do so; or

(b)

Presentation more than 30 days after the relevant date: (in the case of a payment of principal) if the Certificate in respect of such Security is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such Additional Tax

10

Events of Default

(a)

Non-Payment of Principal or Premium: a default is made in the payment of any principal or premium (if any) due in respect of the Securities and such failure continues for a period of 7 days;

(b)

Non-Payment of Interest: the Issuer fails to pay any interest on any of the Securities when due and such failure continues for a period of 10 days;

(c)

Breach of Other Obligations: the Issuer does not perform or comply with one or more of its other obligations in the Securities or the Trust Deed which default is incapable of remedy or, if capable of remedy, is not remedied within 30 days after written notice of such default shall have been given to the Issuer by the Trustee;

(d)

Insolvency: the Issuer or any of its Principal Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of its debts (or of a material part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or a material part of the debts of the Issuer or any of its Principal Subsidiaries; an administrator or liquidator of the Issuer or any of its Principal Subsidiaries or the whole or a material part of the assets and turnover of the Issuer or any of its Principal Subsidiaries is appointed (or application for any such appointment is made);

(e)

Cross-Default: (i) any other present or future indebtedness (whether actual or contingent) of the Issuer or any of its Subsidiaries for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (ii) any such

(f)

Enforcement Proceedings: a distress, attachment, execution, seizure before judgment or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenue of the Issuer or any of the Principal Subsidiaries and is not discharged or stayed within 20 days;

(g)

Winding-up: an order is made or an effective resolution passed for the liquidation, winding-up or dissolution, judicial management or administration of the Issuer or any Subsidiary, or the Issuer or any Subsidiary ceases or threatens to cease to carry on all or a substantial part of its business or operations, except in the case of any Subsidiary, for the purpose of and followed by a solvent winding-up, reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution of the Security Holders, or (ii) in the case of a Subsidiary, whereby the undertaking and assets of such Subsidiary are transferred to or otherwise vested in the Issuer or another of their respective Principal Subsidiaries, whether due to a disposal of such Subsidiary on an arm’s length basis or otherwise;

(h)

Security Enforced: an encumbrancer or a secured party takes possession or an administrative or other receiver or an administrator or other similar officer is appointed of the whole or a material part of the property, assets or revenue of the Issuer or any of its Principal Subsidiaries (as the case may be) and is not discharged within 20 days;

(i)

Nationalisation: (i) any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer or any of its Subsidiaries or (ii) the Issuer, or any of its Subsidiaries is prevented from exercising normal control over all or a material part of its property, assets and revenue;

(j)

Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under the Securities and the Trust Deed, (ii) to ensure that those obligations are valid, legal, binding and enforceable and (iii) to make the Securities and the Trust Deed admissible in evidence in the courts of the Cayman Islands or Hong Kong is not taken, fulfilled or done;

(k)

Illegality: it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the Securities or the Trust Deed; or

(l)

Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in Conditions 10(d) (Insolvency), 10(f) (Enforcement Proceedings), 10(h) (Winding-up) and 10(i) (Security Enforced).

11

Prescription

12

Enforcement

13

Meetings of Security Holders, Modification and Waiver

(a)

Meetings: The Trust Deed contains provisions for convening meetings of Security Holders to consider any matter affecting their interests, including without limitation the sanctioning by Extraordinary Resolution of a modification of the Securities or the provisions of these Conditions, the Trust Deed or the Agency Agreement. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Trustee if it receives a written request from Security Holders holding not less than 10 per cent. in aggregate principal amount of the Securities for the time being outstanding and is indemnified and/or secured and/or pre-funded to its satisfaction against all fees, costs and expenses. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing more than 50 per cent. in aggregate principal amount of the Securities for the time being outstanding or, at any adjourned such meeting, two or more persons being or representing Security Holders whatever the principal amount of the Securities so held or represented unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the due date for any payment in respect of the Securities or the dates on which interest is payable in respect of the Securities, (ii) to reduce or cancel the amount of principal, interest or premium payable in respect of the Securities or changing the method of calculation of interest, (iii) to change the currency of payment of the Securities, (iv) to modify or cancel the Exercise Rights (except by a unilateral and unconditional reduction in the Exercise Price, or any modification to the Exercise Rights solely for the purposes of amending the method of settlement of the Exercise Right (whether through cash or delivery of Shares) and any consequential changes), or (v) to modify the provisions concerning the quorum required at any meeting of the Security Holders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 2/3 per cent., or at any adjourned such meeting not less than 33 per cent., in aggregate principal amount of the Securities for the time being outstanding. An Extraordinary Resolution passed at any meeting of Security Holders will be binding on all Security Holders, whether or not they are present at the meeting.

(b)

Modification and Waiver: The Trustee may (but shall not be obliged to) agree to, without the consent of the Security Holders, (i) any modification (except as mentioned in the Trust Deed) to, or any waiver or authorisation of any breach or proposed breach of, any of these Conditions

(c)

Directions from Security Holders: Neither the Trustee nor the Agents shall be liable to the Issuer, any Security Holder or any other person for any action taken by the Trustee or such Agent in accordance with any instruction, direction, request or resolution of the Security Holders. The Trustee shall be entitled to rely conclusively (without liability) on any instruction, direction, request or resolution of Security Holders given by holders of the requisite principal amount of Securities outstanding or passed at a meeting of Security Holders convened and held in accordance with the Trust Deed. Whenever the Trustee is required or entitled by the terms of the Trust Deed, the Agency Agreement or these Conditions to exercise any discretion, right or power, take any action, make any decision or give any direction, the Trustee is entitled, prior to its exercising any such discretion, right or power, taking any such action, making any such decision, or giving any such direction, to seek directions from the Security Holders by way of an Extraordinary Resolution, and the Trustee is not responsible or liable for any loss or liability incurred by the Issuer, any Security Holder or any other person as a result of any delay in it exercising such discretion, right or power, taking such action, making such decision, or giving such direction where the Trustee is seeking such directions or in the event that such directions are not being given. The Trustee shall not be under any obligation to monitor compliance of any person with the provisions of the Trust Deed, the Agency Agreement or these Conditions.

(d)

Certificates/Reports: Any certificate, report, opinion or advice of any expert, professional advisor (including the Independent Financial Advisor) or other person called for by or provided to the Trustee (whether or not obtained by or addressed to the Trustee) in accordance with or for the purposes of these Conditions, the Agency Agreement or the Trust Deed may be relied upon conclusively by the Trustee as sufficient evidence of the facts therein (and shall, in absence of manifest error, be conclusive and binding on all parties) notwithstanding that such certificate, report, opinion or advice and/or engagement letter or other document entered into by the Trustee, an Agent and/or the Issuer in connection therewith contains a monetary or other limit on the liability of the relevant expert or person in respect thereof.

(e)

Entitlement of the Trustee: In connection with the performance and exercise of its functions, rights, powers, authorities and/or discretions (including but not limited to those referred to in this Condition 13 (Meetings of Security Holders, Modification and Waiver)) the Trustee shall have regard to the interests of the Security Holders as a class and shall not have regard to the consequences of such exercise for individual Security Holders and the Trustee shall not be entitled to require, nor shall any Security Holder be entitled to claim, from the Issuer or the Trustee any indemnification or payment in respect of any tax consequences of any such exercise upon individual Security Holders.

14

Replacement of Certificates

15

Further Issues

16

Notices

17

Agents

18

Indemnification of the Trustee and Agents

19

Contracts (Rights of Third Parties) Act 1999

20

Governing Law and Submission to Jurisdiction

(a)

Governing law: The Securities, the Trust Deed and the Agency Agreement and any non- contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, the laws of England.

(b)

Jurisdiction: The Issuer irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong to settle any disputes which may arise out of or in connection with the Securities, the Trust Deed and the Agency Agreement and accordingly any legal action or proceedings arising out of or in connection with the Securities, the Trust Deed and the Agency Agreement (“Proceedings”) may be brought against the Issuer in such courts. Pursuant to the Trust Deed, the Issuer has irrevocably submitted to the jurisdiction of such courts and waived any objections to

(c)

Waiver of immunity: The Issuer hereby waives any right to claim sovereign or other immunity from jurisdiction or execution and any similar defence, and irrevocably consents to the giving of any relief or the issue of any process, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment made or given in connection with any Proceedings.

1.

In this Schedule:

1.1

references to a meeting are to a physical meeting, a virtual meeting or a hybrid meeting of Security Holders and include, unless the context otherwise requires, any adjournment;

1.2

“agent” means a proxy or a representative;

1.3

“Electronic Consent” has the meaning set out in paragraph 22;

1.4

“Extraordinary Resolution” means a resolution passed (i) at a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast;

1.5

“Written Resolution” has the meaning set out in paragraph 22; and

1.6

references to persons representing a proportion of the Securities are to Security Holders or agents holding or representing in the aggregate at least that proportion in principal amount of the Securities for the time being outstanding.

2.

A proxy or representative may be appointed in the following circumstances:

2.1

A holder of Securities may, by an instrument in writing in the English language (a “form of proxy”) in the form available from the specified office of any Agent signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or the Transfer Agent not less than 48 hours before the time fixed for the relevant meeting, appoint the person (a “proxy”) to act on his or its behalf in connection with any meeting of the Security Holders and any adjourned such meeting.

2.2

Any holder of Securities which is a corporation may, by delivering to any Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body in English, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Security Holders and any adjourned such meeting.

2.3

If the holder of a Security is an Alternative Clearing System or a nominee of an Alternative Clearing System and the rules or procedures of such Alternative Clearing System so require, such nominee or Alternative Clearing System may appoint proxies in accordance with, and in the form used, by such Alternative Clearing System as part of its usual procedures from time to time in relation to meetings of Security Holders. Any proxy so appointed may, by an instrument in writing in the English language in the form available from the specified office of the Registrar, or in such other form as may have been approved by the Trustee at least seven days before the date fixed for a meeting, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Registrar not later than 48 hours before the time fixed for any meeting, appoint the Principal Agent or any employee of it nominated by it (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Security Holders. All references to “proxy” or “proxies” in this Schedule other than in this paragraph 2.3 shall be read so as to include references to “sub-proxy” or “sub-proxies”.

2.4

For so long as the Securities are eligible for settlement through Euroclear, Clearstream or an Alternative Clearing System’s book-entry settlement system and the rules or procedures of Euroclear, Clearstream or such Alternative Clearing System so require, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting which shall be specified in the notice convening the meeting.

2.5

Any proxy appointed pursuant to paragraphs 2.1 or 2.3 above or representative appointed pursuant to paragraph 2.2 above shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Security Holders, to be the holder of the Securities to which such appointment relates and the holder of the Securities shall be deemed for such purposes not to be the holder or owner, respectively.

3.

A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by Extraordinary Resolution:

3.1

to sanction any proposal by the Issuer or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Security Holders against the Issuer, whether or not those rights arise under this Trust Deed or the Securities;

3.2

to sanction the exchange or substitution for the Securities of, or the conversion of the Securities into, shares, bonds or other obligations or securities of the Issuer or any other entity;

3.3

to assent to any modification of this Trust Deed, the Agency Agreement or the Securities proposed by the Issuer or the Trustee;

3.4

to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;

3.5

to give any authority, direction or sanction required to be given by Extraordinary Resolution;

3.6

to appoint any persons (whether Security Holders or not) as a committee or committees to represent the Security Holders’ interests and to confer on them any powers or discretions which the Security Holders could themselves exercise by Extraordinary Resolution;

3.7

to approve a proposed new Trustee and to remove a Trustee;

3.8

to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor or guarantor (as applicable) under the Securities, the Agency Agreement and/or this Trust Deed; and

3.9

to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed, the Agency Agreement or the Securities,

(a)

modifying the maturity of the Securities or a Put Option Date;

(b)

modifying the circumstances in which the Issuer or Security Holders are entitled to redeem the Securities pursuant to Condition 8(b), Condition 8(c), Condition 8(d) or Condition 8(e); or

(c)

reducing or cancelling the principal amount, interest or other amount payable in respect of the Securities; or

(d)

changing the denomination or currency of payment of the Securities; or

(e)

modifying (except for a unilateral and unconditional reduction in the Exercise Price) or cancelling the Exercise Rights; or

(f)

modifying the provisions in this Schedule concerning the quorum required at any meeting of Security Holders or the majority required to pass an Extraordinary Resolution; or

(g)

amending this proviso.

4.

The Issuer or the Trustee may at any time convene a meeting. If the Trustee receives a written request by Security Holders holding at least 10 per cent. in aggregate principal amount of the Securities for the time being outstanding and is indemnified and/or secured and/or pre-funded to its satisfaction against all costs, liabilities and expenses, the Trustee shall convene a meeting. Every meeting shall be held at a time and place approved by the Trustee.

5.

At least 21 days’ notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Security Holders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting and, unless the Trustee otherwise agrees, the nature of the resolutions to be proposed and shall explain how Security Holders may appoint proxies or representatives and the details of the time limits applicable and, where an Extraordinary Resolution will be proposed at the meeting, shall either specify in such notice the terms of such resolution or state the effect on the Security Holders of such resolution, if passed.

6.

The chairman of a meeting shall be such person as the Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes from the time fixed for the meeting, the Security Holders or agents present shall choose one of their number to be chairman, failing which the Issuer may appoint a chairman.

7.

The chairman may, but need not, be a Security Holder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.

8.

The following may attend and speak at a meeting:

8.1

Security Holders and agents;

8.2

the chairman; and

8.3

the Issuer and the Trustee (through their respective representatives) and their respective financial and legal advisers.

9.

No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Security Holders or if the Issuer and the Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.

10.

Two or more Security Holders or agents present in person or by proxy shall be a quorum:

10.1

in the cases marked “No minimum proportion” in the table below, whatever the proportion of the Securities which they represent; and

10.2

in any other case, only if they represent the proportion of the Securities shown by the table below.

11.

The holder of the Global Certificate shall (unless such Global Certificate represents only one Security) be treated as two persons for the purposes of any quorum requirements of a meeting of Security Holders.

12.

The chairman may, with the consent of (and shall if directed by) a meeting, adjourn the meeting from time to time and from place to place. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 9.

13.

At least 10 days’ notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting.

14.

Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by any of the chairman, the Issuer, the Trustee or one or more persons representing not less than 2 per cent. of the Securities.

15.

Unless a poll is demanded, a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.

16.

If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded.

17.

A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.

18.

On a show of hands, every person who is present in person and who produces a Security or is a proxy has one vote. On a poll, every such person has one vote for U.S.$200,000 in principal amount of Securities so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way.

19.

In case of equality of votes, the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.

20.

An Extraordinary Resolution shall be binding on all the Security Holders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to Security Holders within 14 days but failure to do so shall not invalidate such resolution.

21.

Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved, every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

22.

Subject to the following sentence, a written resolution signed by the holders of not less than 90 per cent. of the aggregate principal amount of the Securities outstanding (a “Written Resolution”) may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Security Holders.

22.1

where the terms of the proposed resolution have been notified to the Security Holders through the relevant clearing system(s), each of the Issuer and the Trustee shall be entitled to rely upon approval of such resolution proposed by the Issuer or the Trustee, as the case may be, given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than 90 per cent. of the aggregate principal amount of the Securities outstanding (“Electronic Consent”). None of the Issuer or the Trustee shall be liable or responsible to anyone for such reliance; and

22.2

where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Trustee, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Certificate and/or,

23.

Subject to all other provisions in this Trust Deed, the Trustee may, without the consent of the Security Holders or any other person, prescribe such further regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines including (without limitation) such requirements as the Trustee thinks appropriate to satisfy itself that the persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and to satisfy itself that persons who purport to attend or vote at a meeting or to sign a Written Resolution or to provide an Electronic Consent are entitled to do so.

1

Form to be extracted as a separate document (without “Appendix”) and sent as an attachment with the Certificate of Completion of Initial NDRC Post-Issuance Filing and Initial CSRC Post-Issuance Filing to the Trustee and the Principal Agent

(i)

no Relevant Event, Event of Default or Potential Event of Default had occurred since the Certification Date of the last such certificate (or if none, the date of the Trust Deed), [Insert details of any Relevant Event/Event of Default/Potential Event of Default if applicable] and

(ii)

the Issuer has complied with all its covenants and obligations under the Trust Deed and the Securities [Insert details of any non-compliance if applicable].