香港合规顾问聘用合同(英文版).doc

(the “Compliance Adviser”) Dear Sirs, Appointment of Compliance Adviser We refer to the provision of Rule 3A.19 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).********* (the Company) has made an application for the listing of, and permission to deal in, its shares on the main board of The Stock Exchange of Hong Kong Limited (the HKSE) (the Listing). Appointment For the purposes of Rule 3A.19 of the Listing Rules, the Company appoints the Compliance Adviser and the Compliance Adviser agrees to be appointed to provide the Company with the services set out in paragraph 2 below (the Services) on and subject to the terms and conditions of this letter. The Compliance Adviser shall, subject to the provisions of paragraph 6 below, provide the Company with the Services for a period commencing on the date on which the shares of the Company are listed on the HKSE (the Effective Date), and ending on the date on which the company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the Effective Date (which, for the avoidance of doubt shall mean the financial year ending 31 December 2013) or until this letter is terminated in accordance with the terms hereof, whichever is earlier (the Term). Based on the provisions under the Listing Rules, the Term expires on 30 April 2014, being the deadline for the publication of the Company’s annual report for the year ending 31 December 2013 as currently stipulated under the Listing Rules. This appointment may be extended (a) by mutual agreement or (b) in the event that the HKSE directs the Company to appoint a compliance adviser for such longer period, subject to mutual agreement between the parties to this letter of the terms and conditions of such extension. Services The Services are:- to provide the Company with professional advice in a timely manner on continuous compliance with the requir