Dated 8 February 2013 FACILITIES AGREEMENT between Decade Sunshine Limited as Borrower The companies named herein as Original Guarantors China CITIC Bank International Limited as Lead Arranger China CITIC Bank International Limited as Facility Agent...

DECADE SUNSHINE LIMITED, an exempted company incorporated in the Cayman Islands with limited liability whose registered office is at Codan Trust Company (Cayman) Limited, Cricket Square, ▇▇▇▇▇▇▇▇ Drive, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as borrower (the “Borrower”);

THE COMPANIES listed in Part A of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”);

CHINA CITIC BANK INTERNATIONAL LIMITED as arranger (the “Lead Arranger”);

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Original Parties) as original lenders (the “Original Lenders”);

CHINA CITIC BANK INTERNATIONAL LIMITED as facility agent of the Finance Parties (other than itself) (the “Facility Agent”); and

CHINA CITIC BANK INTERNATIONAL LIMITED as security agent of the Finance Parties (other than itself) (the “Security Agent”);

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement:

“Account Agreement” means the account agreement to be executed between the Level-1 Onshore Sub, the Security Agent and the Onshore Account Bank in respect of the Debt Service Reserve Account and the Revenue Collection Account in the Agreed Form.

“Account Banks” means the Offshore Account Bank and the Onshore Account Bank.

“Accession Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

“Acquisition” means the acquisition by the Borrower of the Target by way of a merger of the Merger Sub with and into the Target pursuant to the terms of the Acquisition Documents, with the Target to be the surviving corporation of such merger.

“Acquisition Agreement” means the Agreement and Plan of Merger dated on or about the Signing Date made among the Borrower, the Merger Sub and the Target.

substantially in the form agreed by the Borrower, the Facility Agent, the Security Agent and/or the Intercreditor Agent (with respect to any document to which it is party) prior to the Signing Date; or

in form and substance acceptable to the Borrower and the Facility Agent each acting reasonably.

an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

in relation to Facility A, the Facility A Availability Period; or

in relation to Facility B, the Facility B Availability Period.

in relation to Facility A, the Facility A Available Commitment; or

in relation to Facility B, the Facility B Available Commitment.

in relation to Facility A, the Facility A Available Facility; or

in relation to Facility B, the Facility B Available Facility.

the interest which a Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

in relation to the determination of any interest rate, London;

in relation to any payment or purchase of US Dollars, New York; and

for all other purposes, Hong Kong.

prior to the occurrence of a Convertible Notes Issuance or a Convertible Notes Exchange, the PE Investor’s ownership (whether direct or indirect) of the principal amount of the Convertible Notes is reduced by more than ten per cent. (10%);

immediately after the occurrence of a Convertible Notes Issuance, the PE Investor’s beneficial ownership (whether direct or indirect) of Equity Interests in the Holdco (treating any residual Convertible Notes on an “as converted” basis) at any time following such Convertible Notes Issuance is reduced by more than ten per cent. (10%) save as a result of any Qualifying Equity Issuance by the Holdco;

immediately after the occurrence of a Convertible Notes Exchange, the PE Investor’s beneficial ownership (whether direct or indirect) of Equity Interests in Level-1 Onshore Sub (treating any residual Convertible Notes on an “as exchanged” basis) at any time following such Convertible Notes Exchange is reduced by more than ten per cent. (10%);

the Sponsors’ collective beneficial ownership (whether direct or indirect) of the Equity Interests of the Holdco immediately following the Acquisition Effective Time is reduced save as a result of any Qualifying Equity Issuance by the Holdco;

the Holdco ceases to beneficially own (directly) one hundred per cent. (100%) of the Borrower;

the Borrower ceases to beneficially own (directly) one hundred per cent. (100%) of the Merger Sub prior to the Acquisition Effective Time (or following the Acquisition Effective Time, one hundred per cent. (100%) of the Target); or

at any time following the Acquisition Effective Time, the Target ceases to own the percentage in any Offshore Group Member that it owned immediately after the Acquisition Effective Time (other than pursuant to any Permitted Disposal).

the Finance Charges in respect of the Borrowings to be paid by the Borrower in such financial year; and

the aggregate of all scheduled repayments of any Borrowings of the Borrower falling due in such financial year,

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

the date falling nine (9) Months from the Signing Date; and

the first date on which the Facility A Available Facility is zero,

the aggregate amount of its participations in any outstanding Facility A Loans; and

in relation to any proposed Loan (and not for purposes of calculating any fee under Clause 12.1 (Commitment fee) until such Loan is made), the aggregate amount of its participations in any Facility A Loans that are due to be made on the proposed Utilisation Date.

in relation to an Original Lender, the sum of the amount set opposite its name under the heading “Facility A Commitment” in Part B of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

the date falling nine (9) Months from the Signing Date and the Final Repayment Date of the Facility B Loan, whichever is earlier; and

the first date on which the Facility B Available Facility is zero,

the aggregate amount of its participations in any outstanding Facility B Loans; and

in relation to any proposed Loan (and not for purposes of calculating any fee under Clause 12.1 (Commitment fee) until such Loan is made), the aggregate amount of its participations in any Facility B Loans that are due to be made on the proposed Utilisation Date.

in relation to an Original Lender, the sum of the amount set opposite its name under the heading “Facility B Commitment” in Part B of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,

in relation to Facility A, the date falling thirty six (36) Months after the first Utilisation Date of the Facility A Loans; or

in relation to Facility B, the date falling six (6) Months after the first Utilisation Date of the Facility B Loans.

this Agreement;

each Security Document;

the Intercreditor Agreement

any Accession Deed;

the Structuring Work Fee and Upfront Fee Letter;

the Agency Fee Letter;

the PE Investor Undertaking Letter;

the Paying Agent Undertaking Letter; and

any other document designated as such by the Facility Agent and the Borrower.

moneys borrowed and debit balances at banks and other financial institutions;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Applicable GAAP, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of the Treasury Transaction, the amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

paragraph (a)(ii) of Clause 20.2 (Provision and contents of Compliance Certificates);

Clause 22.6 (Merger);

Clause 26.2 (Additional Guarantors and Security);

paragraph (c) of Clause 22.13 (Disposals); and

paragraph (b) of Clause 22.37 (VIE Documents).

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets (which may now or in the future subsist).

the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non- payment of stamp duty may be void, or subject to defences of set-off or counterclaim; and

any matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).

an Original Lender; and

any person which has become a Party in accordance with Clause 24 (Changes to the Lenders ),

the applicable Screen Rate; or

if no Screen Rate is available for US Dollars for the Interest Period of that Loan, the arithmetic mean of the rates (rounded upwards to four decimal places) quoted by the Reference Banks to leading banks in the London interbank market (as supplied to the Facility Agent at its request),

with respect to the Borrower or the Merger Sub only, any circumstances constituting a Default under any of Clause 23.1 (Non-payment), Clause 23.4 (Other obligations) insofar as it relates to a breach of Clauses 22.10 (Holding Companies) and 22.19 (Ranking), Clause 23.5 (Misrepresentation) insofar as it relates to a breach of any Major Representation, Clause 23.7 (Insolvency), Clause 23.8 (Insolvency proceedings), Clause 23.9 (Creditors’ process), Clause 23.10 (Unlawfulness and invalidity), Clause 23.14 (Expropriation), or, other than as a consequence of a breach or anticipatory breach of a Finance Document by a Finance Party, Clause 23.15 (Repudiation and rescission of agreements) with respect to such Finance Document; or

the breach of any obligation required to be performed by the Target under the Acquisition Agreement or any representation or warranty made by the Target being incorrect or misleading and which in either case permits the Borrower or the Merger Sub to terminate the Acquisition Agreement (or not proceed with the Acquisition).

if any Loan is then outstanding, a Lender or Lenders whose participations in all the Loans then outstanding aggregate more than sixty-six and two thirds per cent. (66?%) of all the Loans, or

if there are no Loans then outstanding and the Total Commitments are then greater than zero, a Lender or Lenders whose Commitments aggregate more than sixty-six and two thirds per cent. (66?%) of the Total Commitment, or

if there are no Loans then outstanding and the Total Commitments are then zero;

if the Total Commitments became zero after the Loans ceased to be outstanding, a Lender or Lenders whose Commitments aggregated more than sixty-six and two thirds per cent. (66?%) of the Total Commitments immediately before the Total Commitments became zero, or

if the Loans ceased to be outstanding after the Total Commitments became zero, a Lender or Lenders whose participations in the Loans outstanding immediately before the Loans ceased to be outstanding aggregated more than sixty-six and two thirds per cent. (66?%) of all the Loans.

a material adverse effect on the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents to which they are party, taking into the account of all the resources available to the Group including any rights of contribution and subrogation insurance, warranty or claim for indemnification held by any Group Member; or

a material adverse effect on, subject to paragraph (c) of the definition of “Legal Reservations”, the validity or enforceability of, the effectiveness of any Finance Document, the effectiveness or ranking of any Transaction Security or the rights or remedies of any Finance Party under any of the Finance Documents; or

(i) prior to the Acquisition Effective Time, a Closing MAE (except that any reference to Group or Group Member in the definition shall mean Group or Group Member as defined under this Agreement) and (ii) after the Acquisition Effective Time, a material adverse effect on the business, operations, property, condition (financial or otherwise) of the Group taken as a whole.

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

the audited consolidated financial statements of the Borrower Group for its financial year ended 31 December 2011; and

the unaudited financial statements of each Guarantor for its financial year ended 31 December 2011.

of trading stock or cash made by any Group Member in the ordinary course of business of the disposing entity;

of any asset by a Group Member (the “Disposing Company”) to another Group Member (the “Acquiring Company”), but if:

the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor;

the Disposing Company had given Security over the asset, the Acquiring Company must give equivalent Security over that asset; and

the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company;

of assets in exchange for other assets comparable or superior as to type, value and quality;

of obsolete or redundant vehicles, plant and equipment for cash;

arising as a result of any Permitted Security;

dispositions of inventory or goods held for sale in the ordinary course of business;

of assets for cash on an arm’s length basis, provided that the relevant disposal proceeds received by any Obligor shall be applied towards prepayment of the Facilities in accordance with Clause 8.3 (Equity Redemption, Disposal, Additional Debt, Equity Issuance and Distribution);

relating to a Convertible Notes Issuance or Convertible Notes Exchange;

of any Equity Interest of LSSTD held by Liaoning Sunshine to Mr. ▇▇▇ ▇▇▇ in connection with the VIE Termination;

of any Equity Interest of Liaoning Sunshine held by Mr. ▇▇▇ ▇▇▇ to Level-1 Onshore Sub in connection with the VIE Termination;

of assets, undertakings or businesses not otherwise being a Disposal falling within the other paragraphs of this definition, the cumulative value of which for any given financial year does not exceed US$2,000,000;

of securities of any Onshore Group Members not otherwise being a Disposal falling within the other paragraphs of this definition, the aggregate value of which shall not exceed US$2,000,000;

in connection with any Permitted Dissolution; or

made with the prior written consent of the Majority Lenders.

the Existing Onshore Facilities;

the Future Onshore Bank Loans;

the CITIC Onshore Facility; or

any refinancing of the Existing Onshore Facilities provided that:

the borrower and/or obligors under such refinancing are the same borrower and/or obligors under the Existing Onshore Facilities being refinanced;

the principal amount of such refinancing is not greater than the principal amount of the relevant Existing Onshore Facility being refinanced that was outstanding immediately prior to such refinancing;

with respect to any Existing Onshore Facility that is secured, any Security in respect of the refinancing cannot be more favourable to the lender than the Security in respect of that Existing Onshore Facility; and

with respect to any Existing Onshore Facility that is unsecured, the refinancing is unsecured.

Security for Taxes or assessments or other applicable governmental charges or levies;

Security created or arising by operation of law or created in the ordinary course of business, including, but not limited to, landlords’ liens and statutory liens of carriers, warehousemen, mechanics, materialmen, vendors and other liens securing amounts which are not more than sixty (60) days overdue or which are being contested in good faith;

Security incurred on deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts or undertakings, performance and return of money bonds, and similar obligations;

rights of set-off of a financial institution with respect to deposits or other accounts of a Group Member held by such financial institution in an amount not to exceed the aggregate amount owed to such financial institution by that Group Member, as the case may be;

Security on documents and the goods they represent in connection with letters of credit, trade finance and similar transactions entered into in the ordinary course of business;

leases, subleases, licences and sublicences granted to third parties in the ordinary course of business;

attachment, judgment and other similar Security arising in connection with court proceedings which are effectively stayed while the underlying claims are being contested in good faith by appropriate proceedings;

prior to the VIE Termination, any pledge of Equity Interest of Liaoning Sunshine to the Level-1 Onshore Sub pursuant to an equity pledge agreement dated January 1, 2007, by and between the Level-1 Onshore Sub and Mr. ▇▇▇ ▇▇▇;

prior to the VIE Termination, any pledge of Equity Interest of LSSTD to the Level-1 Onshore Sub to secure the obligations under the LSSTD Loans;

Security created in relation to the issuance of the Convertible Notes which is subject to the terms of the Intercreditor Agreement;

Security given by Mr. ▇▇▇ ▇▇▇ to secure the LSSTD loans and any accounts payable owed by LSSTD to the Level-1 Onshore Sub after Mr. ▇▇▇ ▇▇▇ has acquired the Equity Interest of LSSTD from Liaoning Sunshine; or

any Security granted or permitted to subsist with the prior written consent of the Majority Lenders.

the Holdco Share Charge;

the Borrower Share Charge;

the Merger Sub Share Charge;

the Target Share Charge;

the BVI Co Share Charge;

the Equity Pledge;

the PE Investor Equity Pledge (if required pursuant to the terms hereof);

the Charge over Account;

the Account Agreement;

any other document evidencing or creating security over any asset to secure any obligation of any Obligor to the Finance Parties under the Finance Documents; or

any other document designated as such by both the Facility Agent and the Borrower in writing.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation;

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation;

more than fifty per cent. (50%) of the economic interest of which is held by the first mentioned company or corporation through any VIE Structure; or

whose financial statements are consolidated into the financial statements of the first mentioned company under applicable accounting conventions.

the proposed Transfer Date specified in the relevant Transfer Certificate; and

the date on which the Facility Agent executes the relevant Transfer Certificate.

the purchase agreement entered into by and between the Level-1 Onshore Sub and Mr. ▇▇▇ ▇▇▇ dated December 1, 2006;

the equity pledge agreement (the “VIE Pledge Agreement”), entered into by and between the Level-1 Onshore Sub and Mr. ▇▇▇ ▇▇▇ dated January 1, 2007;

the business cooperation agreement entered into by and among the Target, the Level-1 Onshore Sub and Liaoning Sunshine dated January 1, 2007;

the voting rights agreement entered into by and among the Level-1 Onshore Sub and Mr. ▇▇▇ ▇▇▇ dated December 1, 2006;

without prejudice to Clause 22.26 (Amendments), as any of the documents in paragraphs (a) to (d) above may be amended, restated, supplemented on otherwise modified from time to time.

any other document designated as such by both the Facility Agent and the Borrower in writing; and

all ancillary documents related to any of the foregoing.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

the “Facility Agent”, the “Security Agent”, the “Intercreditor Agent”, any “Arranger”, any “Finance Party”, any “Lender”, the “Borrower”, any “Obligor”, any “Group Member”, any “Borrower Group Member”, any “Target Group Member”, any “VIE Entity” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (with respect to any Transaction Document, only to the extent permitted by the terms of the Finance Documents);

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a Lender’s “participation” in a Loan or an Unpaid Sum includes an amount (in the currency of a Loan or such Unpaid Sum) representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of such Loan or such Unpaid Sum and the Lender’s rights under this Agreement in respect thereof;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted;

“desirable” means desirable for a person acting reasonably;

a time of day is a reference to Hong Kong time; and

“it” and “its” shall include “he”, “she”, “him”, “her”, “his” or “hers” as the context requires.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

Where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising the Lender’s spot rate of exchange for the purchase of the specified currency with that other currency at or about 11:00 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

a US Dollar term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

a US Dollar term loan facility in an aggregate amount equal to the Total Facility B Commitments.

Finance Parties’ rights and obligations

The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of the Finance Parties under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

Purpose

The proceeds of the Facilities shall be applied towards financing the completion of the Acquisition, including:

towards payment of part of the Acquisition Consideration;

towards payment of the Transaction Costs; and

towards payment of any fees described in Clause 12 (Fees).

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

CONDITIONS OF UTILISATION

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in and appearing to comply with the requirements of Part I of Schedule 2 (Conditions Precedent). The Facility Agent shall notify the Borrower and the Lenders promptly upon receiving such documents and other evidence.

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if:

on the date of the Utilisation Request and the Utilisation Date (in respect of paragraphs (A) and (B) below) and in the case of the Utilisation Date (in respect of paragraphs (A), (B), (C) and (D) below):

no Major Default is continuing or would result from the proposed Loan;

all the Major Representations are true, provided the representation or warranty (1) in paragraph (c) of Clause 19.4 (Non-conflict with other obligations) shall be true unless the relevant facts or circumstances would be expected to have a Material Adverse Effect, and (2) in Clause 19.15 (No proceedings pending or threatened) shall be true unless the relevant facts or circumstances would be expected to prevent or substantially delay the completion of the Acquisition;

since the date of the Acquisition Agreement, no Closing MAE has occurred or is then continuing; and

the Facility Agent has received evidence in form and substance reasonably satisfactory to it that the Borrower has sufficient funds to apply towards funding of the Acquisition Consideration such evidence being (1) first, the irrevocable wire transfers in the amount of no more than US$80,000,000 made by the Target to the Paying Agent and (2) second, the irrevocable wire transfers in an aggregate amount of at least US$133,000,000 made by the PE Investor or the PE Investor Subsidiary (as the case may be) to the Paying Agent, and that such amounts, together with the proceeds of the Facilities, will be applied towards funding of the Acquisition Consideration in accordance with the Funds Flow Statement; and

the Borrower has, no later than the Business Day prior to the first Utilisation Date, provided a written undertaking from the PE Investor in form and substance satisfactory to be agreed upon by the Facility Agent (acting reasonably) for the PE Investor to undertake to provide contingent funding in order to meet any potential additional costs and expenses that may be incurred in connection with the Acquisition; and

if the proposed Utilisation Date falls within four (4) Months after the date of this Agreement, the Facility Agent shall have received a written notice signed by a director or an authorised signatory of the Borrower with details of the proposed Utilisation Date, the Facility to be utilised and the Amount of such Loan to be made (the “Proposed Utilisation Notice”) not later than the thirtieth (30^th ) day before the proposed Utilisation Date.

During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, no Lender is obliged to comply with Clause 5.4 (Lenders’ participation) and subject as provided in Clause 7.1 (Illegality) and unless a Change of Control has occurred), no Lender shall be entitled to:

cancel any of its Commitments;

rescind, terminate or cancel this Agreement or any Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent that to do so would prevent or limit the making of the Utilisation;

refuse to make the Utilisation;

exercise any right of set-off or counterclaim in respect of the Utilisation to the extent that to do so would prevent or limit the making of the Utilisation; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent that to do so would prevent or limit the making of the Utilisation,

Conditions subsequent

The Borrower shall ensure that the following documents, each certified by it in a manner reasonably satisfactory to the Facility Agent, are delivered to the Facility Agent within seven (7) Business Days from the first Utilisation Date under Facility A:

a copy of the Certificate of Merger;

evidence that the new directors of each Obligor have been appointed according to the Acquisition Agreement; and

a copy of the resolution of the new directors of each Obligor referred to in paragraph (ii) above, approving, authorising and/or ratifying all actions taken on behalf of the relevant Obligor in accordance with, and with respect to the transactions contemplated by, the Finance Documents.

Upon receiving such document and provided that each of the Finance Documents (save as those Security Documents required to be delivered pursuant to paragraphs (b) and (d) of Clause 4.3 (Conditions subsequent)) are dated and are in full force and effect, the Facility Agent shall promptly issue the Funds Release Instruction to the Paying Agent for it to forthwith apply the proceeds of each Loan in accordance with the Acquisition Agreement.

The Borrower shall deliver the following Security Documents duly executed and delivered by all parties thereto to the Facility Agent:

within fourteen (14) days from the first Utilisation Date under Facility A, the Target Share Charge over the Equity Interests of the Target held by the Borrower at that time and the BVI Co Share Charge (together with all ancillary documents relating thereto);

within thirty (30) days from the first Utilisation Date under Facility A, the Charge over Account; and

evidence reasonably satisfactory to the Facility Agent as soon as practicable that:

the particulars of the security interest created pursuant to the Target Share Charge have been entered into the annotated register of members of the Target and the register of charges of the Borrower;

the particulars of the security interest created pursuant to the BVI Co Share Charge have been entered into the annotated register of members of the BVI Co and the register of charges of the Target; and

the particulars of the Charge over Account have been filed with the Registrar of Corporate Affairs of the British Virgin Islands.

Within ninety (90) days from the first Utilisation Date under Facility A, the Borrower shall deliver to the Facility Agent:

a duly executed loan agreement in the Agreed Form in respect of the CITIC Onshore Facility; and

evidence that the CITIC Onshore Security has been perfected.

Within one hundred and twenty (120) days from the first Utilisation Date under Facility A, the Borrower shall deliver to the Facility Agent:

the duly executed Equity Pledge; and

evidence reasonably satisfactory to the Facility Agent that:

the approval of the Equity Pledge issued by MOFCOM has been obtained;

the registration of the Equity Pledge with SAIC has been obtained;

the Equity Pledge has been recorded on the shareholder’s register of the Level-1 Onshore Sub whose equity interest is being pledged; and

the particulars of the Equity Pledge have been filed with the Registrar of Corporate Affairs of the British Virgin Islands.

Within one hundred and twenty (120) days after the occurrence of a Convertible Notes Exchange, the Borrower shall procure the PE Investor or the PE Investor Subsidiary (as the case may be) to deliver the following Security Documents duly executed and delivered by the PE Investor or the PE Investor Subsidiary (as the case may be):

the duly executed PE Investor Equity Pledge; and

evidence reasonably satisfactory to the Facility Agent that:

the approval of the PE Investor Equity Pledge issued by MOFCOM has been obtained;

the registration of the PE Investor Equity Pledge with SAIC has been obtained;

the PE Investor Equity Pledge has been recorded on the shareholder’s register of the Level-1 Onshore Sub whose equity interest is being pledged; and

the PE Investor Equity Pledge has been filed with the relevant companies registry on the jurisdiction of incorporation or establishment of the PE Investor or the PE Investor Subsidiary (as the case may be).

Maximum number of Loans

The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than five (5) Facility A Loans or more than five (5) Facility B Loans would be outstanding.

The Borrower may not request that a Loan be divided if, as a result of the proposed division, more than five (5) Facility A Loans or more than five (5) Facility B Loans would be outstanding.

UTILISATION

Delivery of a Utilisation Request

The Borrower may utilise the Facilities by delivery to the Facility Agent of a duly completed Utilisation Request not later than 10:00 a.m. (Hong Kong time) two (2) Business Days before the proposed Utilisation Date.

Completion of a Utilisation Request

Each Utilisation Request for a Loan under any Facility is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period of each such Loan complies with Clause 10 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be US Dollars.

The amount of the proposed Loan under any Facility must be an amount which is not more than the Facility A Available Facility (in the case of Facility A) or the Facility B Available Facility (in the case of Facility B) and in each case which is in integral multiples of US$1,000,000 (or such other amount that the Lender may otherwise agree).

Lenders’ participation

If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of a Utilisation Request), 5.2 (Completion of a Utilisation Request) 5.3 (Currency and amount) above have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan under any Facility will be equal to the proportion borne by its Available Commitment for such Facility to the Available Facility for such Facility immediately prior to making such Loan.

The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan not later than 11:00 a.m. Hong Kong time two (2) Business Days prior to the proposed Utilisation Date.

Cancellation of Available Facility

On the expiry of the Availability Period in respect of a Facility, the Available Commitment (if any) of each Lender in respect of such Facility shall be immediately cancelled at close of business in Hong Kong on the last day of the Availability Period and automatically reduced to zero.

REPAYMENT

Repayment of the Facility A Loans

On each Repayment Date (other than the Final Repayment Date for Facility A), the Borrower shall repay Facility A in an amount that reduces the aggregate amount of all Facility A Loans by an amount equal to the relevant percentage (set out in the table below beside such Repayment Date) of all Facility A Loans as at the close of business in Hong Kong on the last day of the Facility A Availability Period:

On the Final Repayment Date for Facility A, the Borrower shall repay the Facility A Loans in full.

Repayment of the Facility B Loans

The Borrower shall repay all outstanding Facility B Loans in full on the Final Repayment Date for Facility B.

Repayment of Loans

All payments made under Clauses 6.1 (Repayment of the Facility A Loans) and 6.2 (Repayment of the Facility B Loans) shall be made together with accrued interest and all other amounts accrued or outstanding under this Agreement.

Reborrowing

The Borrower may not reborrow any part of a Facility which is repaid.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan:

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that Lender’s participation in each Loan on the last day of the Interest Period for such Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

Voluntary Prepayment of Loans

The Borrower may, if it gives the Facility Agent not less than fifteen (15) Business Days’ prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of US$10,000,000).

A Loan may only be prepaid after the last day of the Availability Period for such Facility (or, if earlier, the day on which the Available Facility for such Facility is zero).

Any prepayment under this Clause 7.2 shall be applied towards satisfaction of the Borrower’s obligations under Clause 6 (Repayment) as follows:

first, in prepayment of all outstanding Facility B Loans; and

second, in prepayment of the Facility A Loans and which shall satisfy the obligations under 6.1 (Repayment of the Facility A Loans) in chronological order.

Voluntary cancellation

The Borrower may, if it gives the Facility Agent not less than fifteen (15) Business Days’ prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of the Available Facility for a Facility provided Facility A may not be cancelled in whole or in part prior to the cancellation in full of Facility B. Any such reduction under this Clause 7.3 shall reduce the Commitments of the Lenders rateably under that Facility.

Right of prepayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 13.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans.

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in the relevant Loan.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

Any amount prepaid in respect of a Facility may not be redrawn.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

MANDATORY PREPAYMENT

Exit and Currency Event

Upon the occurrence of:

a Listing;

a Change of Control; or

a Currency Event,

the Facilities will be cancelled and all the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

Cash Sweep

The Borrower shall within one hundred and fifty (150) days after the end of each financial year prepay the Loans in an amount equal to fifty per cent (50%) of, the aggregate amount of the “Net Income after Tax” (as stated in the relevant consolidated financial statements of the Borrower Group) of such financial year less US$30,000,000, in the manner and in the order of application contemplated by Clause 8.4 (Application of mandatory prepayments).

Equity Redemption, Disposal, Additional Debt, Equity Issuance and Distribution

For the purposes of this Clause 8.3 and Clause 8.4 (Application of mandatory prepayments):

The Borrower shall prepay the Loans in an amount equal to the following amounts promptly upon receipt thereof, in the manner and in the order of application contemplated by Clause 8.4 (Application of mandatory prepayments):

Equity Redemption Proceeds;

Disposal Proceeds;

Additional Debt Proceeds;

Equity Issuance Proceeds; and

Distribution Proceeds.

For the avoidance of doubt, no consideration received by the PE Investor or the PE Investor Subsidiary (as the case may be) for the sale of any shares of the Holdco or the Convertible Notes or the exchange of any Equity Interest of the Level-1 Onshore Sub shall be applied towards mandatory prepayment contemplated under this Clause 8 (Mandatory Prepayment).

Application of mandatory prepayments

A prepayment made under Clauses 8.2 (Cash Sweep) and 8.3 (Equity Redemption, Disposal, Additional Debt, Equity Issuance and Distribution) shall be applied towards satisfaction of the Borrower’s obligations under Clause 6 (Repayment) as follows:

first, in prepayment of all outstanding Facility B Loans; and

second, in prepayment of the Facility A Loans and which shall satisfy the obligations under 6.1 (Repayment of the Facility A Loans) on a pro rata basis.

The Borrower shall give the Facility Agent at least five (5) Business Days’ prior notice before making any prepayment prescribed under Clause 8 (Mandatory Prepayment).

INTEREST

Calculation of interest

Subject to Clause 11.2 (Market disruption), the rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

LIBOR.

Payment of interest

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date relating to that Loan.

Default interest

If an Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraphs (b) and (c) below, two (2) per cent. higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Borrower on demand by the Facility Agent.

If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two (2) per cent. higher than the rate which would have applied if the Unpaid Sum had not become due.

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

INTEREST PERIODS

Selection of Interest Periods

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if a Loan has already been borrowed) in a Selection Notice.

Each Selection Notice for a Loan is irrevocable and must be delivered to the Facility Agent by the Borrower not later than 10:00 a.m. (Hong Kong time) five (5) Business Days before the first day of the applicable Interest Period.

If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (b) above, the relevant Interest Period will be three (3) Months.

Subject to this Clause 10, the Borrower may select an Interest Period of one (1), two (2) or three (3) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

An Interest Period for a Loan shall not extend beyond the Final Repayment Date for such Loan, and an Interest Period for the Facility A Loan shall not extend beyond a Repayment Date.

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period of such Loan.

In relation to a Loan under a Facility after the first Utilisation under such Facility, the first Interest Period for such Loan shall end on the last day of the then current Interest Period in respect of the existing Loan(s) under such Facility so that all existing Loan(s) in the same Facility shall be consolidated upon the expiry of each Interest Period into a single Loan under such Facility (to the extent not already consolidated in accordance with this paragraph).

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Consolidation and division of Loans

Subject to paragraph (b) below, if the Interest Periods of two or more Loans under the same Facility end on the same date, those Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

Subject to Clause 4.4 (Maximum number of Loans), if the Borrower requests in a Selection Notice that a Loan be divided into two or more Loans, that Loan will, on the last day of its Interest Period, be so divided into the amounts specified in that Selection Notice, being an aggregate amount equal to the amount of the Loan immediately before its division.

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Subject to Clause 11.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by noon on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

Market disruption

Subject to any alternative basis agreed and consented to as contemplated by paragraphs (a) and (b) of Clause 11.3 (Alternative basis of interest or funding), if a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s participation in that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the percentage rate per annum notified to the Facility Agent by that Lender, as soon as practicable and in any event not later than five (5) Business Days before interest is due to be paid in respect of that Interest Period (or such later date as may be acceptable to the Facility Agent), as the cost to that Lender of funding its participation in that Loan from whatever source(s) it may reasonably select.

In relation to a Market Disruption Event under paragraph (c)(ii) below, if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than LIBOR or if a Lender shall fail to notify the Facility Agent of any such percentage rate per annum, the cost to that Lender of funding its participation in the relevant Loan for the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative and no Reference Bank supplies a rate to the Facility Agent to determine LIBOR for US Dollars for the relevant Interest Period; or

at 5:00 p.m. on the Business Day immediately following the Quotation Day for the relevant Interest Period, the Facility Agent holds one or more Market Disruption Notifications in respect of that Interest Period from a Lender or Lenders the sum of whose participations in the relevant Loan exceeds thirty-five per cent. (35%) of that Loan.

If a Market Disruption Event shall occur, the Facility Agent shall promptly notify the Lenders and the Borrower thereof.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

Break Costs

The Borrower shall, within five (5) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue, which certificate shall also set forth calculations as to the quantification of such Break Costs.

FEES

Commitment fee

Subject to paragraph (b) below:

the Borrower shall pay to the Facility Agent (for the account of each Lender) a commitment fee equal to zero point seven five per cent. (0.75%) per annum calculated daily on the undrawn amount of the aggregate Commitment of such Lender during the Availability Period; and

the accrued commitment fee is payable in arrears (A) (x) on the date falling three (3) Months after the Signing Date and (y) on the last date of each successive three (3) Month period thereafter, provided, in each case, such dates fall within the Availability Period; (B) on the last day of the Availability Period; and (C) if any Facility is cancelled in full, on the cancelled amount of the relevant Lender’s Commitment of such Facility at the time the cancellation is effective.

During a period which is within the first four (4) Months after the Signing Date (the “Interim Period”),

if the Facility Agent has received the Proposed Utilisation Notice and Utilisation of the Proposed Loan Amount is made on or within seven (7) days after the Proposed Utilisation Date, then no commitment fee shall accrue and be payable for the period from the Signing Date to the end of the Interim Period;

if the Facility Agent has received the Proposed Utilisation Notice and Utilisation of the Proposed Loan Amount is made after seven (7) days after the Proposed Utilisation Date, then the commitment fee shall accrue on the Proposed Loan Amount from the earlier of (A) the proposed Utilisation Date and (B) the date immediately after the Interim Period, and be payable in accordance with paragraph (a) above;

if the Facility Agent has not received the Proposed Utilisation Notice and the Borrower has delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request), then a commitment fee shall accrue and be payable in accordance with paragraph (a) above;

if the Facility Agent has not received the Proposed Utilisation Notice and no Utilisation was made within the Interim Period, then no commitment fee shall accrue or be payable;

if any Facility is cancelled in accordance with the terms of this Agreement within the Interim Period, then no commitment fee shall accrue or be payable; and

if any Facility is cancelled in accordance with the terms of this Agreement after the Interim Period, then the commitment fee shall accrue from the date immediately after the Interim Period and be payable in accordance with paragraph (a) above.

Structuring Work Fee and Upfront fee

The Borrower shall pay to the Lead Arranger a structuring work fee and an upfront fee in the amount and at the time agreed in the Structuring Work Fee and Upfront Fee Letter.

Agency Fee

The Borrower shall pay to the Facility Agent, the Security Agent and the Intercreditor Agent for their own accounts an agency fee in the amount and at the time agreed in the Agency Fee Letter.

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

All payments to be made by an Obligor to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from such Obligor shall be increased to an amount (or the Borrower shall as a separate obligation pay an amount) which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If an Obligor is required to make a Tax Deduction that Obligor shall (and, if applicable, the Borrower shall procure such Obligor to) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall (and, if applicable, the Borrower shall procure such Obligor to) deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

Without prejudice to Clause 13.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within five (5) days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

Paragraph (a) above shall not apply with respect to any Tax assessed on the Lender:

any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated; or

any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located.

A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

A Finance Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

a Tax Credit is attributable to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

Stamp taxes

The Borrower shall:

pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and

within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document.

Indirect tax

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

INCREASED COSTS

Increased costs

Subject to Clause 14.3 (Exceptions) the Borrower shall, within five (5) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms “law” and “regulation” in this paragraph (a) shall include, without limitation, any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from any Facility or on the Finance Party’s (or its Affiliates’) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs and a reasonable explanation of such costs.

Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;

compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

The Borrower shall, within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

the occurrence of any Event of Default;

investigating any event which it reasonably believes is a Default;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under the Finance Documents (other than by reason of wilful default or gross negligence by that Finance Party);

a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency;

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by that Finance Party); or

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

Indemnity to the Agents

The Borrower shall promptly indemnify the Agents against any cost, loss or liability incurred by an Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

Indemnity to the Security Agent

The Borrower shall promptly indemnify the Security Agent and every receiver and delegate against any cost, loss or liability incurred by any of them as a result of:

the taking, holding, protection or enforcement of any Security created under the Security Documents;

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each receiver and delegate by the Finance Documents or by law; and

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

The Security Agent may, in priority to any payment to the Finance Parties, indemnify itself out of the proceeds realised from the enforcement of any Security created under the Security Documents in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 15.4 and shall have a lien on the Charged Property and the proceeds of the enforcement of the Charged Property for all monies payable to it.

MITIGATION BY THE LENDER

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

Limitation of liability

The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Conduct of business by the Finance Parties

No provision of this Agreement will:

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

COSTS AND EXPENSES

Transaction expenses

The Borrower shall within five (5) Business Days on demand pay each Finance Party the amount of all costs and expenses (including agreed legal fees) reasonably incurred by it in connection with the publicity relating to the Facilities and the negotiation, preparation, printing, execution and syndication of:

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 30.9 (Change of currency), the Borrower shall, within five (5) Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including agreed legal fees) reasonably incurred by that Finance Party in responding to, evaluating, negotiating or complying with that request or requirement.

Enforcement costs

The Borrower shall within five (5) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including any agreed legal fees) incurred by that Finance Party in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceeding instituted by or against that Finance Party as a consequence of taking or holding the Transaction Security or enforcing these rights.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

guarantees to each Finance Party punctual performance of the Guaranteed Obligations by each other Obligor;

undertakes with each Finance Party that whenever any Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, each Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of any Obligor not paying any amount when (if such amount were recoverable from such Obligor) it would have been due under or in connection with any Finance Document; and the amount payable by each Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If for any reason (including, without limitation, as a result of insolvency, breach of fiduciary or statutory duties or any similar event):

any payment to a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided, reduced or required to be restored, or

any discharge, compromise or arrangement (whether in respect of the obligations of any Obligor or any security for any such obligation or otherwise) given or made wholly or partly on the basis of any payment, security or other matter which is avoided, reduced or required to be restored,

the liability of each Obligor shall continue (or be deemed to continue) as if the payment, discharge, compromise or arrangement had not occurred; and

each Finance Party shall be entitled to recover the value or amount of that payment or security from each Obligor, as if the payment, discharge, compromise or arrangement had not occurred.

Waiver of defences

The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 18, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any Group Member;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person;

any amendment (however fundamental) or replacement of a Finance Document or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

any insolvency or similar proceedings; or

this Agreement or any other Finance Document not being executed by or binding upon any other party.

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 18. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Appropriations

Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 18.6.

Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor may exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents:

to be indemnified by the Borrower;

to claim any contribution from any other guarantor of or provider of security for the Borrower’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity) (except for any proceedings brought to preserve rights against such Obligor and which do not prejudice the right of any Finance Party under the Finance Documents or against any Obligor);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

Guaranteed Obligations

Notwithstanding anything to the contrary herein, the Guaranteed Obligations of the Holdco shall be full-recourse to the Holdco but limited to the amounts received by the Finance Parties in connection with any exercise of the rights of the Finance Parties under the Borrower Share Charge, provided the foregoing shall not in any way limit the ability of the Finance Parties to make a claim against the Holdco for the full amount of the Guaranteed Obligations.

REPRESENTATIONS

General

Except for Clause 19.27 (Acquisition Documents, disclosures and other Documents) where the representation and warranty thereunder are made by the Borrower and the Merger Sub only, each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party.

Status

Each Corporate Obligor is a corporation, duly incorporated or established and validly existing and in good standing (if applicable) under the laws of its jurisdiction of incorporation or establishment.

Each Corporate Obligor has the power to own its assets and carry on its business as it is being conducted.

Each Sponsor is:

not a minor and is of legal age to enter into and be bound by the provisions of the Holdco Share Charge; and

of sound mind,

Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

any law or regulation applicable to it;

(in the case of each Corporate Obligor) its constitutional documents; or

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

Power and authority

Each Corporate Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

No limit on any Corporate Obligor’s powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

Validity and admissibility in evidence

All Authorisations required or desirable:

to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

Governing law and enforcement

Subject to the Legal Reservations:

the choice of governing law of the Finance Documents to which each Corporate Obligor is a party will be recognised and enforced in its jurisdiction of incorporation; and

any judgment obtained in relation to a Finance Document to which each Obligor is a party will be recognised and enforced in its jurisdiction of incorporation.

No filing or stamp taxes

Save for as specifically referred to in the legal opinions delivered pursuant to Clause 4 (Conditions of Utilisation), under the laws of each Corporate Obligor’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

Deduction of Tax

No Obligor is required to make any deduction for or on account of Tax from any payment made under any Finance Document to which it is party.

No default

No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Group Member or to which its (or any of its Subsidiaries’) assets are subject which has or might reasonably be expected to have a Material Adverse Effect.

No misleading information

Any factual information provided by any Obligor to the Lenders was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.

Any financial projections provided to the Lenders by any Obligor were prepared on the basis of recent historical information and on the basis of reasonable assumptions.

Nothing has occurred or been omitted from the information provided by any Obligor to the Lenders and no information has been given or withheld that results in such information being untrue or misleading in any material respect.

all information supplied by any Obligor to the Lenders is true, complete and accurate in all material respects as at the date it was given and is not misleading in any material respect.

Original Financial Statements

The Original Financial Statements were prepared in accordance with the Applicable GAAP consistently applied unless expressly disclosed to the Lenders in writing to the contrary before the date of this Agreement.

The Original Financial Statements give a true and fair view of the Target’s consolidated financial condition and results of operations during the relevant financial year.

There has been no change in the Target’s assets, business or financial condition since the date of Original Financial Statements that has had a Closing MAE.

Each set of financial statements delivered pursuant to Clause 20.1 (Financial statements):

have been prepared in accordance with the Applicable GAAP as applied to the Original Financial Statements; and

give a true and fair view of (if audited) or fairly present (if unaudited) its financial condition as at the end of, and results of operations for, the period to which they relate (consolidated where applicable).

Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Borrower Group or any Guarantor that has had a Closing MAE.

Ranking

Payment obligations of each Obligor under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except in the case of any Corporate Obligor for obligations mandatorily preferred by law in its place of incorporation applying to companies generally.

Each Security created pursuant to the Finance Documents has or will have the ranking in priority which it is expressed to have in the relevant Finance Documents and it is not subject to any prior ranking or pari passu ranking Security.

No immunity

Each of the Obligors is subject to civil and commercial law with respect to its obligations under the Finance Documents.

The entry into and performance by each Obligor of the Finance Documents to which it is a party constitute private and commercial acts.

None of the Obligors nor any of their respective assets enjoy any right of immunity from set-off, suit, execution, attachment or legal process.

No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have, to the best of its knowledge and belief after having made due and careful enquiry, been started or threatened against any Obligor or any other Group Member or its assets.

No breach of laws

No Obligor or any other Group Member has breached any law or regulation which breach has or might reasonably be expected to have a Material Adverse Effect.

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any Obligor or any other Group Member which have or might reasonably be expected to have a Material Adverse Effect.

Environmental laws

Each Group Member is in compliance with Clause 22.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or might reasonably be expected to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any Group Member where that claim has or might reasonably be expected, if determined against that Group Member, to have a Material Adverse Effect.

Taxation

No Obligor or any other Group Member is materially overdue in the filing of any Tax returns or overdue in the payment of any amount of Tax.

To the best knowledge of each Obligor (after due and careful enquiry), no claims or investigations are being, or are reasonably likely to be, made or conducted against any Group Member with respect to Taxes.

Each Corporate Obligor and any other Group Member is resident for Tax purposes only in the jurisdiction of its incorporation.

Holding Companies

Subject to paragraph (b) below, no Group Member trades, carries on any business or owns any assets or incurs any liabilities except for:

the provision of administrative services (excluding treasury services) to other Group Members of a type customarily provided by a holding company to its Subsidiaries;

ownership of shares in its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts and cash; or

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Paragraph (a) does not apply to:

any Operating Company; and

Ascentage Pharma and its Subsidiaries, from the time of the acquisition of the entire Equity Interest of Ascentage Pharma by any Group Member.

Dormant Companies

Each of the following entities will no longer be engaged in any business operations at the time of dissolution:

3SBio LLC US Assets Series;

Taizhou Huansheng Investment Management Company Limited; and

Taizhou Huansheng Healthcare Investment Center, LLP.

China Sansheng is not engaged in any business operations as at the date of this Agreement.

Good title to assets

Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, each Group Member has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

Shares

The shares of each Group Member are validly issued and fully paid.

Intellectual Property

Each Group Member:

is the sole legal and beneficial owner of or has had licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business;

does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which, if subject to dispute and adversely determined, has or might reasonably be expected to have a Material Adverse Effect; and

has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it,

unless, in each case, failure to do so, individually or in aggregate, does not have or would not be reasonably be expected to have a Material Adverse Effect.

Group Structure Chart

Assuming the Acquisition Effective Time has occurred, the Group Structure Chart is true, complete and accurate in all material respects and shows the following information:

each Group Member and each Target Group Member, including current name and company registration number, its jurisdiction of incorporation and/or establishment, a list of shareholders and indicating whether a company is a dormant subsidiary or is not a company with limited liability;

all minority interests in any Group Member or Target Group Member and any person in which any Group Member or Target Group Member holds shares in its issued share capital or equivalent ownership interest of such person; and

the VIE Structure (prior to the VIE Termination).

All necessary intra-Group loans, transfers, share exchanges and other steps resulting in the Group structure immediately following the Acquisition Effective Time are set out in the Group Structure Chart and have been or will be taken in compliance with all relevant laws and regulations and all requirements of relevant regulatory authorities.

Insurance

Insurances have been maintained in relation to the business and assets of the Group against those risks and to the extent usually insured by prudent companies located in the same or similar location and carrying on a similar business.

All insurances of the Group are with reputable independent insurance companies or underwriters.

Pensions

Each Group Member is in compliance with all obligations in respect of pensions operated by or maintained for the benefit of the Group in any respect where failure to do so comply has or might reasonably be expected to have a Material Adverse Effect.

Acquisition Documents, disclosures and other Documents

The Acquisition Documents contain (or following execution, will contain) all the terms of the Acquisition and remain effective.

No default under the Acquisition Documents is continuing or is reasonably likely to result from the making of a Loan or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

To the best of its knowledge (having made reasonable commercial enquiry), no representation or warranty given by any party to the Acquisition Documents is untrue or misleading in any material respect.

Margin Stock

Neither the making of any Utilisation nor the use of the proceeds of any Loan will violate or be inconsistent with the provisions of U.S. Regulation T, U or X of the Board of Governors of the Federal Reserve System from time to time in effect or any successor to all or a portion thereof.

Investment Company Act

No Obligor (other than the Personal Obligor), nor any of its Subsidiaries, is an “investment company”, or is “controlled” by an “investment company”, within the meaning of the U.S. Investment Company Act of 1940, as amended.

Use of proceeds

The proceeds of each Loan shall be applied for a purpose permitted by law and the terms of the Finance Documents.

VIE

The financial statements of each VIE Entities are consolidated in the Original Financial Statements.

All material Authorisations necessary for the conduct of the business, trade and ordinary activities of each VIE Entity have been obtained or effected and are in full force and effect.

Times when representations made

All the representations and warranties in this Clause 19 are made by each Obligor on the Signing Date and the Acquisition Closing Date.

The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraphs (a) to (c) of Clause 19.12 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement).

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Total Commitment is in force.

Financial statements

The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

as soon as they are available, but in any event within one hundred and twenty (120) days after the end of each of their respective financial years the audited consolidated financial statements of the Borrower Group for that financial year; and

as soon as they are available, but in any event within ninety (90) days after the end of each half of each of their respective financial years the unaudited consolidated financial statements of the Borrower Group for that financial half year.

Provision and contents of Compliance Certificates

The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) a Compliance Certificate which shall, amongst other things, set out:

(in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants); and

where there has been any change in the structure of the Group or the Target Group since the provision of the last Group Structure Chart, an updated Group Structure Chart setting out the structure of the Group or the Target Group as at the date of the delivery of such Group Structure Chart.

Each Compliance Certificate shall be signed by one (1) director of the Borrower.

Requirements as to financial statements

Each set of financial statements delivered by the Borrower pursuant to Clause 20.1 (Financial statements) shall be certified by one (1) director of the Borrower as giving a true and fair view of (in the case of annual Financial Statements for any financial year), or fairly representing (in other cases), the financial condition and operations (consolidated where applicable) of the relevant companies as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 20.1 (Financial statements) is prepared using the Applicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements unless, in relation to any set of financial statements, (i) it notifies the Facility Agent that there has been a change in such Applicable GAAP, accounting practices or reference periods; and (ii) the relevant Auditors deliver to the Facility Agent a description of any change necessary for those financial statements to reflect such Applicable GAAP, accounting practices or reference periods upon which the relevant Original Financial Statements were prepared.

For the purposes of this Agreement, any change in the Applicable GAAP made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in the Applicable GAAP in accordance with this Clause 20.3).

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

If the Facility Agent wishes to discuss the financial position of any Group Member with the relevant Auditors, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that such Auditors are authorised (at the expense of the Borrower):

to discuss the financial position of that Group Member with the Facility Agent with respect to such questions and issues; and

to disclose to the Facility Agent any information which the Facility Agent may reasonably request with respect to such questions and issues.

Information: miscellaneous

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Finance Parties, if the Facility Agent so requests):

all documents dispatched by each Corporate Obligor to its creditors generally, or to its shareholder(s), in each case at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Member, and which, if adversely determined, might reasonably be expected to have a Material Adverse Effect; and

promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any Target Group Member.

Notification

The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

If the Personal Obligor ceases (whether by reason of death, retirement at normal retiring age or through ill health or otherwise) to be a director of the Borrower or Level-1 Onshore Sub, the Borrower must as soon as reasonably practicable thereafter notify the Facility Agent.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or

any change in the status of the Borrower after the date of this Agreement; or

a proposed assignment or transfer by any Lender of its rights and obligations under this Agreement,

FINANCIAL COVENANTS

Financial Condition

Unless otherwise agreed in writing by all the Lenders, the Borrower shall ensure that in respect of each Relevant Period for so long as any Facility remains outstanding:

the Total PRC Financial Indebtedness at the end of such Relevant Period shall be less than RMB120,000,000;

the Total Financial Indebtedness at the end of such Relevant Period shall be less than RMB750,000,000;

the ratio of Consolidated Total Net Debt at the end of each Relevant Period ending on the dates specified below to Consolidated EBITDA for such Relevant Period shall be less than the corresponding ratio specified below:

the ratio of Consolidated Total Liabilities to Consolidated Tangible Net Worth at the end of the Relevant Period ending on the dates specified below shall be less than the corresponding ratio specified below:

the ratio of Consolidated EBITDA to Consolidated Interest Expense for such Relevant Period shall exceed 4.0:1.0;

the Consolidated Tangible Net Worth at the end of such Relevant Period shall exceed RMB700,000,000;

the Current Ratio at the end of such Relevant Period shall exceed 1.25:1.0; and

the research and development expenses of the Borrower Group for each Relevant Period shall not exceed 10% of the consolidated gross revenue of the Borrower Group for such Relevant Period.

Capital Expenditure and Investments

The aggregate principal amount of Capital Expenditure and Investments of the Borrower Group in respect of any financial year shall not exceed (a) RMB150,000,000 each year and (b) RMB350,000,000 for any three (3) years in aggregate, in each case commencing from 1 January 2012 without the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed) unless such Capital Expenditure or Investment has or might reasonably be expected to have a Material Adverse Effect).

Financial testing

The financial covenants set out in Clause 21.1 (Financial Condition) and Clause 21.2 (Capital Expenditure and Investments) shall be tested by reference to the financial statements and Compliance Certificates delivered pursuant to Clause 20.1 (Financial statements) and Clause 20.2 (Provision and contents of Compliance Certificates) in respect of the Relevant Period.

Definitions and Interpretation

The capitalized terms set forth below shall have the meanings ascribed to such terms as set forth below solely for the purpose of this Clause 21:

before deducting any amount attributable to amortisation of goodwill or depreciation of tangible assets;

before deducting any Consolidated Finance Charges;

before taking into account any items or costs treated as exceptional or extraordinary items; and

after deducting the amount of any profit of any Borrower Group Member which is attributable to minority interests,

excluding any such obligations owed to any other Borrower Group Member or the PE Investor or its Affiliate (to the extent subordinated to the terms of this Agreement); and

including the interest element of leasing and hire purchase payments.

any debit balance on the consolidated profit and loss account of the Borrower Group;

(to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Borrower Group;

any amount in respect of interests of non-Borrower Group Members in any Borrower Group Member subsidiaries;

(to the extent included) any provision for deferred taxation;

(to the extent included) any amounts arising from an upward revaluation of assets made at any time after 31 December 2012; and

any amount in respect of any dividend or distribution declared, recommended or made by any Borrower Group Member to the extent payable to a person who is not a Borrower Group Member and to the extent such distribution is not provided for in the most recent financial statements,

excluding any such obligations to any other member of the Borrower Group; and

deducting the aggregate amount of freely available cash and cash equivalent investments held by any member of the Borrower Group at such time,

the cash and cash equivalent investments of the Borrower Group;

the debtors and deposits of the Borrower Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Borrower Group); and

any other assets of the Borrower Group which would, in accordance with the Applicable GAAP be considered as current assets.

“Current Liabilities” at any time means the aggregate at such time of the obligations of the Borrower Group to pay money on demand or within one year from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Borrower Group which would, in accordance with the Applicable GAAP, be considered as a current liability.

“Current Ratio” means the ratio of Current Assets to Current Liabilities.

“Investment” means (a) the lending of money or credit or advances to any person; or (b) the purchase, acquisition of any Equity Interests, obligations or securities of, or the making of any capital contribution to, any other person, in each case, other than to or in respect of an existing Borrower Group Member for the acquisition of the entire Equity Interests of Ascentage Pharma not owned by any Group Member at the Signing Date.

“Relevant Period” means each period of twelve months ending on (a) the last day of the financial year of the Borrower Group or the Target Group (as the case may be); and (b) the last day of the first half of the financial year of the Borrower Group or the Target Group (as the case may be).

“Total Financial Indebtedness” means (without double counting) the aggregate outstanding principal or capital amount of all interest bearing Borrowings owed by the Borrower Group Members (on a consolidated basis) to any person (excluding any such Borrowings owing to any Borrower Group Member).

“Total PRC Financial Indebtedness” means (without double counting) the aggregate outstanding principal or capital amount of all interest bearing Borrowings owed by the Borrower Group Members (on a consolidated basis) established under the laws of the PRC to any person (excluding any such Borrowings owing to any Borrower Group Member).

Unless otherwise stated therein, all definitions in paragraph (a) above shall be:

determined and calculated on a consolidated basis with respect to the Borrower Group;

be construed in accordance with the Applicable GAAP (if applicable);

if applicable, determined and calculated on the basis that the principal amount of the Convertible Notes be treated (1) as having been converted into paid up issued ordinary share capital of the Holdco and (2) not as any Borrowing, debt or liability.

GENERAL UNDERTAKINGS

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or only Total Commitment is in force.

Authorisations

Each Obligor shall (and shall ensure that each Group Member will) promptly:

obtain, comply with and do all that is necessary to maintain in full force and effect; and

in the case of paragraphs (i) and (ii) below, supply certified copies to the Facility Agent of,

to enable it to perform its obligations under the Transaction Documents to which it is party;