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1、 (the “Compliance Adviser”)Dear Sirs,Appointment of Compliance AdviserWe refer to the provision of Rule 3A.19 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).* (the Company) has made an application for the listing of, and permission to
2、deal in, its shares on the main board of The Stock Exchange of Hong Kong Limited (the HKSE) (the Listing).1.APPOINTMENTFor the purposes of Rule 3A.19 of the Listing Rules, the Company appoints the Compliance Adviser and the Compliance Adviser agrees to be appointed to provide the Company with the se
3、rvices set out in paragraph 2 below (the Services) on and subject to the terms and conditions of this letter.(a)The Compliance Adviser shall, subject to the provisions of paragraph 6 below, provide the Company with the Services for a period commencing on the date on which the shares of the Company a
4、re listed on the HKSE (the Effective Date), and ending on the date on which the company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the Effective Date (which, for the avoidance of doubt shall mean the financial
5、year ending 31 December 2013) or until this letter is terminated in accordance with the terms hereof, whichever is earlier (the Term). Based on the provisions under the Listing Rules, the Term expires on 30 April 2014, being the deadline for the publication of the Companys annual report for the year
6、 ending 31 December 2013 as currently stipulated under the Listing Rules. (b)This appointment may be extended (a) by mutual agreement or (b) in the event that the HKSE directs the Company to appoint a compliance adviser for such longer period, subject to mutual agreement between the parties to this
7、letter of the terms and conditions of such extension. 2.SERVICES(a)The Services are:-(i)to provide the Company with professional advice in a timely manner on continuous compliance with the requirements under the Listing Rules, the Securities and Futures Ordinance and the Codes on Takeovers and Merge
8、rs and Share Repurchases, if applicable, as amended or supplemented from time to time and all other applicable laws, rules, codes and guidelines (the Requirements) which are relevant and material to the Companys status as a listed company on the HKSE;(ii)to inform the Company in a timely manner of a
9、ny amendment or supplement to the Requirements from time to time and to provide the Company with a copy of such amendment or supplement as soon as reasonably practicable; (iii)to act as the Companys principal channel of communication with the HKSE and the Securities and Futures Commission in additio
10、n to the two authorised representatives and Page 2their alternates (the Authorised Representatives) appointed by the Company in accordance with the requirements of the Listing Rules;(iv)to accompany the Company to any meeting with the HKSE, unless otherwise requested by the HKSE;(v)when the Company
11、consults with the Compliance Adviser at the time of reviewing a financial report of the Company before the publication of any regulatory announcement (whether required by the Listing Rules or requested by the HKSE or otherwise), circular or financial report and upon the Company notifying the Complia
12、nce Adviser of a proposed change in the use of proceeds of the initial public offering where the Company proposed to use the proceeds of the initial public offering in a manner different from that detailed in the prospectus or where the business, activities, developments or results of the Company de
13、viate from any forecast, estimate, or other information in the prospectus, to discuss the following (as appropriate) with the Company:(A)the Companys operating performance and financial condition by reference to its business objectives and use of issue proceeds as stated in its prospectus;(B)the Com
14、panys compliance with the terms and conditions of any waivers granted from the Listing Rules at the time of Listing;(C)whether any profit forecast or estimate in the prospectus will be or has been met by the Company and advise the Company to notify the HKSE and inform the public in a timely and appr
15、opriate manner; and(D)the Companys compliance with any undertakings provided by the Company and its directors at the time of Listing, and, in the event of non-compliance, discuss the issue with the Companys board of directors (the Board) and make recommendations to the Board regarding appropriate re
16、medial steps(vi)if required by the HKSE, to deal with the HKSE in respect of any or all matters set out in Rule 3A.23 of the Listing Rules;(vii)in relation to an application by the Company for a waiver from any of the requirements in Chapter 14A of the Listing Rules, to advise the Company on its obligations and in particular the requirement to appoint an independent financial adviser; and(viii)to assess the understanding of all new ap
