This exhibit is an English translation of a foreign language document. The Company hereby agrees to supplementally furnish to the SEC, upon request, a copy of the foreign language document.
Exhibit 10.16
This exhibit is an English translation of a foreign language document.
The Company hereby agrees to supplementally furnish to the SEC, upon request, a copy of the foreign language document.
This Appointment Agreement is entered into on 20 June 2024 by and between the following parties:
Party A: Shiyan City Operation Group Co., Ltd.*(for indication only)
Address: ▇▇. ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Party B: Glam Capital Limited
Address: Rooms ▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Whereas:
| 1. | Party A intends to issue dim sum bonds (the “Bond Issuance”) in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). | |
| 2. | Party B is a company registered in Hong Kong and holds Type 1, 4, and 9 licenses issued by the Hong Kong Securities and Futures Commission (SFC License No.: BNR298). |
Now, therefore, the parties agree as follows:
1. Responsibilities of Party B
| 1. | Subject to compliance with Hong Kong laws, Party B accepts Party A’s appointment as the Joint Bookrunner and Lead Manager (the “Bookrunner”) for the Bond Issuance, which shall be conducted outside the U.S. under Regulation S of the U.S. Securities Act of 1933 (as amended). | |
| 2. | Details of the Bond Issuance: |
| ○ | Issuer: Shiyan City Operation Group Co., Ltd. | |
| ○ | Form: ▇▇▇ ▇ | |
| ○ | ▇▇▇▇▇▇▇▇ & Issuance Amount: RMB, up to RMB 1.5 billion | |
| ○ | Tenor: 3 years | |
| ○ | The above are indicative targets; the final terms shall be determined by both parties based on market conditions. |
2. Appointment
Subject to Hong Kong laws, both parties agree:
| 1. | Party A appoints Party B as the Bookrunner for the Bond Issuance. | |
| 2. | Party B shall coordinate the issuance preparations and market the bonds internationally (including providing relevant market data), but Party B is not required to provide corporate finance advice unless explicitly requested. | |
| 3. | Party B shall identify and engage potential investors outside the U.S. in compliance with applicable laws. | |
| 4. | Party A represents and warrants: | |
| a) Party B may rely on opinions from professional advisors (e.g., auditors, rating agencies, legal counsel) appointed by Party A. | ||
| b) Party A shall provide all necessary documents and information truthfully, accurately, and completely. | ||
| c) Party A bears full responsibility for the accuracy and completeness of the offering documents (including third-party claims under Clause 8). | ||
| 5. | Party A agrees: | |
| a) If the Bond Issuance is terminated per Clause 5 (not due to Party B’s fault) and restarted within 12 months, Party B shall be reappointed as Bookrunner. | ||
| b) If Party A conducts another bond issuance within 12 months, Party B’s reappointment shall be negotiated separately. | ||
| c) Party B shall coordinate intermediaries (e.g., lawyers, trustees, accountants, underwriters), subject to mutual approval. |
3. Term
Unless terminated earlier under Clause 5, this Agreement shall remain effective until the earlier of:
| 1. | 12 months from signing; or | |
| 2. | Successful completion of the Bond Issuance (defined as Party A securing funding). Termination does not affect Party A’s payment obligations under Clause 4. |
4. Fees & Payment
Party A shall pay Party B a fee of [(9.0% – Coupon Rate) × Tenor × Actual Underwriting Amount] within 30 business days after successful issuance.
Party B may advance costs for professional advisors, reimbursed from proceeds upon issuance.
All payments are non-refundable and net of taxes.
5. Termination
This Agreement may be terminated if:
| 1. | Either party provides 7 business days’ written notice; | |
| 2. | Misrepresentation or intentional harm occurs; or | |
| 3. | Either party faces insolvency or events preventing performance. |
6. Confidentiality
Party B shall keep Party A’s confidential information undisclosed unless required by law or for the Bond Issuance.
7. Governing Law & Disputes
| ● | Hong Kong law governs this Agreement. | |
| ● | Disputes shall be resolved in Hong Kong courts (non-exclusive jurisdiction). |
8. Miscellaneous
Time is of the essence.
9. Execution
This Agreement is executed in duplicate, effective upon signing. A formal agreement shall supersede this term sheet.
Party A: Shiyan City Operation Group Co., Ltd.
Signature:
Name:
Title:
Party B: Glam Capital Limited
Signature:
Name:
Title: