Date

Amount Converted

Amount Outstanding

after Conversion

(i) if the Shares to be issued will not rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Share; and

(ii)  if the Shares to be issued will rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount;

“Employee Share Scheme”

“Hong Kong”

“Hong Kong Listing Rules”

“Listing Date”

“Listing Rules”

“Maturity Date”

“PRC”

“RMB”

“Shares”

“Stock Exchange”

“Subsidiary”

“USD”

Form, Denomination and Rating of the Note

The obligations of the Company arising under the Note constitute direct, unsubordinated, unconditional, and unsecured obligations of the Company and shall, save for such exceptions as may be provided by provisions of applicable law that are both mandatory and of general application, at all times rank at least pari passu with all of its other present and future direct, senior, unsecured, unconditional and unsubordinated obligations.

The Note is in registered form in the minimum denomination of USD 200,000 each. A certificate shall be issued to the Noteholder in respect of its registered holding of the Note. The Certificate shall have an identifying number which shall be recorded on the relevant Certificate and in the register of the Noteholder which the Company shall keep.

The Note is not and is not expected to be rated by any rating agency.

No application will be made for a listing of the Note on any stock exchange.

Transfer

The Note or any part(s) thereof may be assigned or transferred to any third party subject to compliance of this Condition 2 hereunder.

Subject to Condition 2.1 and Condition 1.2, any transfer of the Note shall be in respect of the whole or any part of the outstanding principal amount of that Note. The Noteholder shall (except as otherwise required by law) be treated as the absolute owner of the Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the certificate issued in respect of it) and no person will be liable for so treating the Noteholder.

Notwithstanding any other provisions of this Condition 2, if this Note or any part(s) thereof shall be transferred to any company or other person which would trigger notification or disclosure obligations under the relevant Listing Rules, the Company shall immediately comply with such obligations.

In relation to any transfer of the Note permitted under or otherwise pursuant to this Condition 2:-

the Note may be only transferred by execution of a form of transfer (the “Transfer Form”) substantially in the form annexed as Schedule 1 to these Conditions under the hand of the transferor/assignor and the transferee (or their duly authorised representatives) or, where either the transferor or transferee is a corporation, under its common seal (if any) and under the hand of one of its officers duly authorised in writing or otherwise executed by a duly authorised officer thereof In this Condition “transferor” shall, where the context permits or requires, include joint transferors and be construed accordingly;

the Note must be delivered for cancellation to the Company accompanied by a duly executed Transfer Form. The Company shall, within five (5) Business Days of receipt of such documents from the Noteholder, cancel the Note and issue a new Note under the seal of the Company, in favour of the transferee with respect to the principal amount being transfer.

Where only part of the principal amount of the Note in respect of which a Certificate is issued is to be transferred or converted, a new Certificate in respect of the Notes not so transferred or converted shall be issued, within five (5) Business Days of deposit or surrender of the original Certificate.

Any legal and other costs and expenses (other than the registration costs arising from the transfer of the Note) which may be incurred by the Company in connection with any transfer or assignment of the Note or any request therefor shall be borne by the Noteholder.

Interest

Subject to Conditions 3(b) and 3(c), the Note will bear interest from the date of issue at the rate of 0.7375% per annum of the principal amount of the Note outstanding from time to time, which subject as provided herein, will be payable by the Company semiannually until the Maturity Date.

On Maturity Date, the Company shall pay interest on the outstanding principal amount of the Note for the period from the immediately preceding interest payment date to the Maturity Date.

In the event that the Noteholder has converted part or whole of the principal amount of the Note, the Noteholder shall be entitled to interest in respect of such part or whole, as the case may be, of the principal amount of the Note for the period from date of issue of the Note to the Conversion Date concerned.

Whenever it is necessary to compute an amount of interest in respect of the Note for a period of less than a full year, such interest will be calculated on the basis of a 360-day year consisting of 12 months of 30 days in each month and, in the case of incomplete month, the number of days elapsed.

Payments

All payments by the Company hereunder shall be made in immediately available funds free and clear of any withholdings or deductions for any present or future taxes, imposts, levies, duties or other charges. In the event that the Company is required by law to make any such deduction or withholding from any amount paid, the Company shall pay to the Noteholder such additional amount as shall be necessary so that the relevant Noteholder continues to receive a net amount equal to the full amount which it would have received if such withholding or deduction had not been made.

All payments by the Company shall be made, not later than 4:00 p.m. (Hong Kong time) on the due date (and however for the purpose of repayment of the Note, the due date referred to in this Condition 4.2 shall mean the Maturity Date only), by remittance to such bank account in Hong Kong as the Noteholder may notify the Company from time to time at least five (5) Business Days prior to the payment due date provided that the Noteholder shall be responsible for any loss of interest payable in respect of the Note due to it giving inaccurate or late remittance instructions.

If the due date for payment of any amount in respect of the Note (and however for the purpose of repayment of the Note, the due date referred to in this Condition 4.3 shall mean the Maturity Date only) is not a Business Day, the Noteholder shall be entitled to payment on the next following Business Day in the same manner together with interest accrued in respect of any such delay.

In case where the Company defaults in the payment of any sum due and payable under the Note, the Company shall pay interest to the Noteholder from the due date to date of actual payment in full calculated at 2% per annum on a daily basis.

Conversion

Subject to Condition 5.4, the Noteholder shall have the right, and the rights of the Company pursuant to Condition 5.2, in the manner provided in Condition 7, to convert the whole or any part of the outstanding principal amount of the Note (at the place the Note is deposited for conversion) into Shares (“Conversion”) at any time during the Conversion Period at the initial conversion price (“Conversion Price”) of USD 14.8869 per Share, such Conversion Price shall be adjusted from time to time pursuant to Condition 6 and provided however that the Conversion Price shall not be less than the par value of a Share (the “Minimum Conversion Price”).

The issuance of the Conversion Share upon the Noteholder’s exercise of the Conversion Rights is subject to the listing committee or any other competent regulatory body of the Stock Exchange approving that the Conversion Shares to be issued could be listed and traded on the Stock Exchange and the Noteholder undertakes not to dispose of any or all of the Conversion Shares to be issued upon conversion of all or part of the Note to any person(s) if such disposal would result in non-compliance with any lock-up requirements under the Listing Rules.

No fraction of a Share shall be issued on Conversion and no amount in lieu thereof shall be refunded to the Noteholder. Shares issued upon Conversion shall rank pari passu in all respects with all other existing Shares outstanding at the Conversion Date and the Noteholder shall be entitled in respect of its Conversion Shares to all dividends and other distributions the record date of which falls on a date on or after the Conversion Date.

Delivery to the Company of Conversion Notice shall constitute a representation and warranty by the Noteholder that all steps necessary to be taken by it under any relevant laws and the rules of any relevant stock exchange to permit the relevant exercise and lawfully to acquire the relevant Conversion Shares have been taken by it.

Notwithstanding the Conversion Rights attaching to the Note, the Company shall not issue any Shares if, upon such issue:

it will result in the Company not being able to comply with any rules of the Stock Exchange or any regulatory body having jurisdiction over the Company, including but not limited to complying with any lock-up requirements and maintaining the minimum public float requirement under the Hong Kong Listing Rules if the Shares are listed on The Stock Exchange of Hong Kong Limited; or

the mandatory general offer requirement under any rules of the Stock Exchange or any regulatory body having jurisdiction over the Company (e.g. the Codes on Takeovers and Mergers and Share Buy-backs in Hong Kong if the Shares are listed on The Stock Exchange of Hong Kong Limited) will be triggered.

Notwithstanding the Conversion Rights attaching to the Note, Conversion Rights may not be exercised in relation to any Bond during the period (a “Closed Period”) commencing on: (i) the date falling 20 days prior to the date of the Company’s annual general Shareholders’ meeting and ending on the date of that meeting, (ii) the date falling 30 days prior to an extraordinary Shareholders’ meeting and ending on the date of that meeting. (iii) the date that the Company notifies the Stock Exchange of the record date for determination of the Shareholders’ entitlement to receipt of dividends, rights and benefits or (iv) on such date and for such period as determined by the laws and rules of the relevant Stock Exchange applicable from time to time that the Company is required to close its stock transfer books. The Company will give notice of such Closed Period to the Noteholders at or prior to the beginning of each such period.

Adjustments

Subject as hereinafter provided such in particular Condition 6.8, the Conversion Price shall from time to time be adjusted in accordance with the following relevant provisions and if the event giving rise to any such adjustment shall be such as would be capable of falling within more than one of the following provisions, it shall fall within the first of the applicable provisions to the exclusion of the remaining provisions:-

Consolidation or Subdivision:

Capitalisation of Profits or Reserves:

Capital Distribution:

Rights Issues of Shares or Options Over Shares:

Right Issues of Other Securities:

Issues at less than Current Market Price:

Other issues at less than Current Market Price:

Modification of Rights of Conversion etc:

Other offers to Shareholders:

Other Events:

Calculation of Consideration Receivable

Issue of Shares for Cash:

Issue of Shares on Conversion or Exercise of Securities:

More than One Event in Quick Succession:

Employee Share Schemes:

Non-cash Consideration:

Certificate Conclusive:

Rounding and Minor Adjustments:

No Discount to Par Value:

For the purposes of this Condition 6:-

Procedure for Conversion

The Conversion Rights attaching to the Note may, subject as provided herein, be exercised on any Business Day during the Conversion Period by the Noteholder giving no less than ten (10) Business Day’s prior written notice (a “Conversion Notice”) to the Company in accordance with Condition 14 stating the intention of the Noteholder to convert all or part of the Note into Shares specifying the principal amount of the Note to which such notice relates. Any such Conversion Notice shall be substantially in the form annexed as Schedule 2 to these Conditions. Once delivered, a Conversion Notice shall be irrevocable and take effect immediately upon the Conversion Date. If a Conversion Notice is not duly completed or is inaccurate, the Company may reject the same and any intended conversion shall not be treated as taking effect until a duly completed, accurate Conversion Notice is received by the Company.

The Company shall be responsible for payment of all taxes and stamp duty, issue and registration duties (if any) and Stock Exchange levies and charges (if any) arising on any conversion.

The Shares arising on conversion shall be allotted and issued by the Company, credited as fully paid, to the Noteholder or as it may direct within five (5) Business Days after, and with effect from, the date the listing and permission to deal with the Conversion Shares are obtained from the relevant Stock Exchange and certificates for the Shares to which the Noteholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights shall (so far as possible) be issued in board lots and posted to the Noteholder at its own risk at its address set out in Condition 14 or such other collection manner as directed by the Noteholder in writing.

Protection of the Noteholder

the Company shall use its reasonable endeavours (i) to obtain and maintain a listing for all the issued Shares on the Stock Exchange and (ii) to obtain and maintain a listing on the Stock Exchange for the Conversion Shares;

the Company shall from time to time keep available for issue, free from pre-emptive rights, out of its authorised but un-issued capital sufficient Shares to satisfy in full the Conversion Rights and the terms of any other securities for the time being in issue which are convertible into or have the right to subscribe Shares;

the Company shall provide the Noteholder with a copy of its annual reports, annual financial statements, interim reports and circulars sent by the Company to its shareholders within seven (7) Business Days after the Company sends the same to its shareholders;

the Company shall ensure that all Conversion Shares will be duly and validly issued fully paid and registered;

the Company shall pay all fees, capital and stamp duties payable in Hong Kong, if any, in respect of the issue of Shares upon conversion of all or part of the principal amount of the Note;

as soon as possible after the announcement of any event which gives rise to adjustments pursuant to Condition 6 (or, if later, as soon as the relevant adjustment thereunder can reasonably be determined), give notice to the Noteholder advising them of the date on which the relevant adjustment of the Conversion Price is likely to become effective and of the effect of exercising its Conversion Rights pending such date;

the Company shall comply with and procure the compliance with all conditions imposed by the Stock Exchange or by any other competent authority for the listing of and permission to deal in the Conversion Shares and the continued compliance thereof; and

in the case of any consolidation, amalgamation or merger of the Company with any other corporation (other than a consolidation, amalgamation or merger in which the Company is a continuing corporation), or in the case of any sale or transfer of all, or substantially all, of the assets of the Company, the Company will forthwith notify the Noteholder of such event in accordance with Condition 14 and (so far as legally possible) cause the corporation resulting from such consolidation, amalgamation or merger or the corporation which shall have acquired such assets, as the case may be, to execute a deed to ensure that the Noteholder will have the right (during the period in which the Note shall be convertible) to convert the Note into the class and amount of shares and other securities and property receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of such number of Shares which would have become liable to be issued upon conversion of the Note immediately prior to such consolidation, amalgamation, merger, sale or transfer. The above provisions of this Condition 8(h) shall apply in the same way to any subsequent consolidations, amalgamations, mergers, sales or transfers.

Events of Default

a default is made for more than seven days in the payment of the principal when and as the same ought to be paid in accordance with these Conditions;

a default is made by the Company in the performance or observance of any covenant, condition or provision of the Note and on its part to be performed or observed (other than the covenant to pay the principal of the Note) and such default continues for the period of thirty (30) days next following the service by the Noteholder on the Company of notice requiring such default to be remedied;

a resolution is passed or an order of a court of competent jurisdiction is made that the Company be wound up or dissolved otherwise than for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reconstruction the terms of which shall have previously been approved in writing by the Noteholder;

an encumbrancer takes possession or a receiver is appointed over the whole or a material part of the assets or undertaking of the Company or any Subsidiary;

a distress, execution or seizure order before judgement is levied or enforced upon or sued out against the whole or a material part of the property of the Company or any Subsidiary (as the case may be) and is not discharged within ten (10) days thereof;

the Company or any Subsidiary is unable to pay its debts as and when they fall due or the Company or any Subsidiary shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, reorganisation or insolvency law or make an assignment for the benefit of, or enter into any composition with, its creditors;

proceedings shall have been initiated against the Company or any Subsidiary under any applicable bankruptcy, reorganisation or insolvency law and such proceedings shall not have been discharged or stayed within a period of sixty (60) days;

any event occurs which has an analogous effect to any of the events referred to in paragraphs (a) to (g) above; or

the listing of the Shares of the Company on the Stock Exchange does not take place within ten (10) years after the issuance of the Note.

Repayment and Redemption

Unless previously converted or purchased and cancelled as provided herein, the Company will redeem the Note at 100 per cent of its principal amount together with accrued interest (calculated up to but including the date of redemption) on the Maturity Date.

The Noteholder shall be entitled (but not obliged) to give a Redemption Notice to the Company in writing that the Note is, and shall become due and payable within 30 days of receipt of such notice if an Event of Default occurs and the Company fails to take any remedial steps within 45 days after the receipt of the written notice served by the Noteholder specifying the occurrence of any of the Events of Defaults. In the event that the Noteholder exercises the right to redeem the Note pursuant to this Condition 10.2, the Noteholder shall deliver a notice of redemption (substantially in the form annexed as Schedule 3 of these Conditions) (a “Redemption Notice”), and surrender the Note to the Company at an address designated and notified by the Company from time to time to the Noteholder for the purpose of the exercise of the Redemption Right on a Business Day. The redemption price payable upon redemption pursuant to this Condition 10.2 shall be the principal amount of the Note together with accrued interest.

The Note may not be repaid or redeemed otherwise than in accordance with this Condition 10.

Voting and Director Nomination

Experts

Replacement Notes

Notices

in the case of the Noteholder its addresses in Hong Kong as notified to the Company;

in the case of the Company its address in the PRC as notified to the Noteholder;

Amendment

Governing Law and Jurisdiction

LUFAX HOLDING LTD (PREVIOUSLY KNOWN AS WINCON INVESTMENT COMPANY LIMITED (the “Company”), an exempted company registered in the Cayman Islands whose registered office is at the office of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands;

CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED (“PAOH”), a company duly established and existing under the laws of Hong Kong whose registered office is at Suite 2318, 23rd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; and

AN KE TECHNOLOGY COMPANY LIMITED (“An Ke”), a company duly established and existing under the laws of Hong Kong (registration number 2106134), whose registered office is at Suite 2353 23/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong,

On 27 August 2015, the Company and PAOH entered into a share purchase agreement (the “Share Purchase Agreement”) pursuant to which PAOH agreed to sell and transfer the Purchased Shares to the Company and the Company agreed to purchase the Purchased Shares from PAOH (the “Transaction”).

The Company and PAOH proceeded with the completion of the Transaction whereby the legal ownership of the Purchased Shares was transferred to the Company on 8 October 2015 and the purchase price was satisfied by the issuance of the USD 1,953,800,000, 0.7375% convertible promissory note by the Company to PAOH on the same date.

On 8 October 2015, PAOH entered into an agreement with An Ke (the “Note Transfer Agreement”), whereby PAOH agreed to transfer USD 937,824,000 of the outstanding principal amount of the USD 1,953,800,000, 0.7375% convertible promissory note and its rights, benefits and interests to An Ke (the “Note Transfer”) and An Ke agreed to acquire such part of the outstanding principal amount on the terms set out in the Note Transfer Agreement.

On 8 October 2015, upon the completion of the Note Transfer, the Company issued the USD 1,015,976,000, 0.7375% convertible promissory note (Certificate No. 002) to PAOH and the USD 937,824,000, 0.7375% convertible promissory note (Certificate No. 003) to An Ke (each a “Note” and collectively the “Notes”).

On 27 November 2015, the Company and PAOH entered into a supplemental agreement to the Share Purchase Agreement and the Notes (the “First Amendment and Supplemental Agreement”). On the same date, PAOH and An Ke entered into a supplemental agreement to the Note Transfer Agreement.

On 31 August 2020, the Company, PAOH and An Ke further entered into a supplemental agreement to the Share Purchase Agreement and the Notes (the “Second Amendment and Supplemental Agreement”).

On 20 August 2021, the Company, PAOH and An Ke further entered into a supplemental agreement to the Share Purchase Agreement and the Notes (the “Third Amendment and Supplemental Agreement”, together with the First Amendment and Supplemental Agreement and the Second Amendment and Supplemental Agreement, the “ASAs”).

Pursuant to Clause 15 of the Notes, subject to the approval by the Stock Exchange (if required), the terms and conditions of the Note may be varied, expanded or amended by agreement in writing between the Company and the Noteholder and any such variation, expansion or amendment shall be effective and binding upon the Note and the Noteholder.

As such, the Parties intend to amend and supplement the Share Purchase Agreement and the Notes in accordance with the terms herein.

Capitalized terms used herein shall have the respective meanings ascribed thereto under the Share Purchase Agreement and the Notes (as amended and supplemented by the ASAs), unless otherwise defined in this Amendment and Supplemental Agreement.

Amendment to the Terms and Conditions of the Notes and Schedule 4 of the Share Purchase Agreement:

The term “Conversion Period” (as defined in the Terms and Conditions of the Notes and also attached as Schedule 4 of the Share Purchase Agreement, and further amended and replaced by the ASAs), is hereby amended and replaced in its entirety by the following:

The term “Maturity Date” (as defined in the Terms and Conditions of the Notes and also attached as Schedule 4 of the Share Purchase Agreement), is hereby amended and replaced in its entirety by the following:

Date” shall mean “the eleventh anniversary of the issuance date of the Note.”

The Parties hereby agree that the Share Purchase Agreement and the Notes shall be supplemented in the manner as set forth:

The Parties agree that, immediately upon this Section 3 becoming effective pursuant to Section 7, 50% of the outstanding principal amount of the Notes (the “Relevant Notes”) shall be deemed redeemed, and the Relevant Notes shall be cancelled forthwith.

In consideration of (i) the redemption and cancellation of the Relevant Notes as set out in Section 3.1 and (ii) the extension of the Maturity Date pursuant to the amendment as set out in Section 2.2, and taking into account the fair market value of the Notes as of October 31, 2022 determined by the independent valuers engaged by the Company and the Noteholders, the Company hereby agrees to pay the Noteholders a total amount of USD1,071,064,189.92 (the “Consideration”), together with the unpaid interest accrued on the Relevant Notes up to and including the Effective Date (as defined below) pursuant to the Terms and Conditions of the Notes (the “Original Interest”). No further interest shall accrue on the Relevant Notes in accordance with the Terms and Conditions of the Notes from the day after the Effective Date.

The Parties agree that the Consideration will be paid according to the schedule set out in the table below or such other date(s) within one year after the Effective Date as mutually agreed by the Company and the Noteholders in writing. Unless otherwise agreed by the Company and the Noteholders pursuant to this Section 3.3, on each intended payment date, the Company shall pay to each Noteholder the portion of the Consideration as set forth in the table below:

Intended Payment Date

Consideration

PAOH: USD 278,476,689.38

An Ke: USD 257,055,405.58

(collectively, the “First Tranche Payment’)

PAOH: USD 278,476,689.38

An Ke: USD 257,055,405.58

The Parties further agree that additional interest shall accrue on the outstanding Consideration at a rate of 6.5% per annum, accruing daily from and including the day after the Effective Date up to but excluding the date on which the outstanding Consideration (or any part of it) is paid (the “Additional Interest”). Whenever it is necessary to compute an amount of Additional Interest for a period of less than a full year, such Additional Interest will be calculated on the basis of a 360-day year consisting of 12 months of 30 days in each month and, in the case of incomplete month, the number of days elapsed. The amount of Additional Interest accrued on a particular portion of the Consideration shall be paid by the Company to each Noteholder at the time when the Company pays to each Noteholder such portion of the Consideration pursuant to Section 3.3.

PAOH, being the holder of the Notes under the Certificate No. 002 dated October 8, 2015 (“PAOH’s Certificate”), hereby confirms that it has not passed or transferred PAOH’s Certificate to any party and it is the last holder of PAOH’s Certificate. Notwithstanding anything to the contrary in the Terms and Conditions of the Notes, PAOH and the Company hereby agree that PAOH’s Certificate shall be cancelled with effect from the redemption and cancellation of the Relevant Notes pursuant to Section 3.1. PAOH further agrees and undertakes that it will at all times hold the Company and its directors harmless and keep the Company and its directors indemnified, on demand, against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Company or its directors or incurred or become payable or paid by the Company or its directors in connection with the cancellation of PAOH’s Certificate.

An Ke, being the holder of the Notes under the Certificate No. 003 dated October 8, 2015 (“An Ke’s Certificate”), hereby confirms that it has not passed or transferred An Ke’s Certificate to any party and it is the last holder of An Ke’s Certificate. Notwithstanding anything to the contrary in the Terms and Conditions of the Notes, An Ke and the Company hereby agree that An Ke’s Certificate shall be cancelled with effect from the redemption and cancellation of the Relevant Notes pursuant to Section 3.1. An Ke further agrees and undertakes that it will at all times hold the Company and its directors harmless and keep the Company and its directors indemnified, on demand, against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Company or its directors or incurred or become payable or paid by the Company or its directors in connection with the cancellation of An Ke’s Certificate.

Within ten (10) Business Days after the redemption and cancellation of the Relevant Notes pursuant to Section 3.1, the Company shall issue to each of PAOH and An Ke a new Certificate evidencing the remaining principal of the Notes.

Save as expressly modified herein, all provisions of the Share Purchase Agreement and the Notes (as amended and supplemented by the ASAs) shall remain and continue to be of full force and effect. In the event of any conflict arising between the terms of this Amendment and Supplemental Agreement and those of the Share Purchase Agreement and the Notes (as amended and supplemented by the ASAs), the terms of this Amendment and Supplemental Agreement shall prevail.

The Parties undertake to execute and do and procure to be executed and done all documents, deeds, acts and things as may be necessary, and to obtain all necessary consents, in order to give effect to the terms of this Amendment and Supplemental Agreement.

This Amendment and Supplemental Agreement may be executed in any number of counterparts each of which when executed by one or more of the Parties to this Amendment and Supplemental Agreement will constitute an original but all of which will constitute one and the same instrument.

This Amendment and Supplemental Agreement shall become effective upon execution by or on behalf of all Parties (the “Effective Date”).

This Amendment and Supplemental Agreement will be governed by and construed in accordance with the laws of Hong Kong.