Exhibit 1

Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested.  The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate places with three asterisks [***]

HOLDCO FACILITY AGREEMENT

DATED 14 February 2020

for  

BEACHHEAD HOLDINGS LIMITED

as Borrower  

arranged by

PING AN BANK CO., LTD. (平安银行股份有限公司), ACTING THROUGH THE

OFFSHORE BANKING CENTER

with

PING AN BANK CO., LTD. (平安银行股份有限公司), ACTING THROUGH THE

OFFSHORE BANKING CENTER

as Agent

and

PING AN BANK CO., LTD. (平安银行股份有限公司), ACTING THROUGH THE

OFFSHORE BANKING CENTER

as Security Agent  

Legal counsel to the Borrower	Legal counsel to the Finance Parties

CONTENTS

THIS AGREEMENT is dated 14 February 2020 and made between:

IT IS AGREED as follows:

Section 1      INTERPRETATION

In this Agreement:

“Acceleration Event” means an Event of Default in respect of which the Agent has taken any action pursuant to paragraphs (a)(ii) or (a)(iii) of Clause 21.15 (Acceleration) in respect of the full principal amount of each of the Utilisation(s) then outstanding.

“Account Bank” means Ping An Bank Co., Ltd.

“Acquisitions” means acquisition of certain Issuer Shares by the Borrower from the relevant sellers.

“Acquisition Consideration” means the aggregate of purchase prices payable or paid by the Borrower in respect of the Acquisitions.

“Adjustment Event” means, in respect of the Issuer Shares:

in each case, excluding any event in connection with the Merger (including the termination thereof) or any transaction that is consequential on, incidental to or required to implement, facilitate or reflect the Merger.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Anti-Corruption Laws” means, as applicable, the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and/or any similar anti-bribery laws, rules or regulations issued, administered or enforced by any Governmental Agency having jurisdiction over the Borrower concerning bribery and corruption.

“Anti-Money Laundering Laws” means all applicable money laundering statutes and rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Agency having jurisdiction over the Borrower concerning money laundering.

“APLMA” means the Asia Pacific Loan Market Association Limited.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 7 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the date which is 6 Months after the date of this Agreement.

“Available Commitment” means a Lender’s Commitment minus:

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Share Collateral Value” shall be the product of A x B:

Where:

“Base Share Price” [***].

“Borrower Bank Account Charge” means the Hong Kong law charge over account entered into between the Borrower and the Security Agent in respect of the Borrower’s rights, title and interest in the Cash Collateral Account, Borrower Dividends Collection Account and Debt Service Reserve Account (and the balance standing to the credit of such accounts).

“Borrower Custodian Account Security Agreement” means a charge or pledge over account to be entered into between the Borrower and the Security Agent in respect of the Borrower’s rights, title and interest in the Secured Custodian Securities Account and the Secured Custodian Cash Account (and the balance standing to the credit of such accounts).

“Borrower Distribution Amount” means an aggregate amount standing to the credit of the ParentCo Dividends Collection Account that is equal to the Distribution received by the ParentCo in respect of such Issuer Shares held by the ParentCo that is directly attributable to the percentage of the shareholding of ParentCo Shares held by the Borrower.

“Borrower Dividends Collection Account means the dividends collection account to be opened and maintained in the name of the Borrower with the Account Bank (including any redesignation, renumbering or replacement thereof).

“Borrower IRA” means an investor rights agreement dated 24 August 2018 and made between the Borrower and the Issuer in connection with the private placement of 3,050,000 Issuer Shares by the Issuer to the Borrower.

“Break Costs” means the amount (if any) by which:

exceeds:

provided that, if an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will, for the purpose of this definition, end on the preceding Business Day.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Shanghai, the Cayman Islands, Hong Kong and, in relation to a date for payment in US dollars, New York City.

“Cash” means cash denominated in US dollars (or its equivalent).

“Cash Collateral Account Balance” means, at any time, the balance standing to the credit of the Cash Collateral Account at that time.

“Cash Collateral Account” means the cash collateral account to be opened and maintained in the name of the Borrower with the Account Bank (including any redesignation, renumbering or replacement thereof).

“Certain Funds Event” means:

“Certain Funds Illegality Event” means:

“Certain Funds Period” means the period commencing on the date of this Agreement and ending on (and including) the last day of the Availability Period.

“Certain Funds Utilisation” means a Utilisation made or to be made under the Facility during the Certain Funds Period.

“Change in Law” means, with respect to a Lender:

but, in each case, excluding the introduction of, change in or re-enactment of any law or regulation that has been overcome and no longer affects such Lender.

“Change of Control” means the Sponsor cease to control the Borrower. For the purposes of this definition, control of the Borrower means (i) the holding of a greater percentage of the voting interests in and of the issued share capital of the Borrower than any other person or group of persons acting in concert (other than the Sponsor) and (ii) the power to appoint or remove all, or the majority, of directors or other equivalent officers of the Borrower.

“Charged Shares” means:

“Charged Issuer Custodian Shares” means the aggregate number of Issuer Custodian Shares which are the subject of any Security created or expressed to be created in favour of the Security Agent (on behalf of the Secured Parties).

“Charged Issuer Certificated Shares” means the aggregate number of Issuer Certificated Shares which are subject to any Security created or expressed to be created in favour of the Security Agent (on behalf of the Secured Parties).

“Charged Issuer Shares” means the aggregate number of the Charged Issuer Custodian Shares and the Charged Issuer Certificated Shares.

“Charged ParentCo Shares” means the aggregate number of ParentCo Shares that are the subject of any Security created or expressed to be created in favour of the Security Agent (on behalf of the Secured Parties).

“Clearing System” means the Depositary Trust Company.

“Code” means the US Internal Revenue Code of 1986.

“Collateral Assets” means the assets charged or purported to be charged under the Security Documents.

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Competitor” means any person or entity (other than a member of the Group) principally engaged in the Core Business and each Affiliate of such person or entity engaged in such activities.

“Confidential Information” means all information relating to the Borrower, DDHL, the ParentCo, any Sponsor, the Issuer, the Finance Documents, the Facility, the Acquisitions or the Merger of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Agent.

“Conflicted Lender” means any Lender (which term, for the purposes of this definition shall include any Affiliate of that Lender) which is or is acting on behalf of (including in its capacity as the grantor of a Participation or any other agreement pursuant to which such rights may pass):

in each case whether before or after such person becomes a Lender and including where a Lender notifies the Agent that it is such (in a Transfer Certificate or otherwise) and where it has been notified as such to the Agent by the Borrower (acting reasonably and in good faith), provided that a Lender will not be deemed to be a Conflicted Lender solely by virtue of that Lender:

“Consortium Agreement” means the consortium agreement, dated as of 18 September 2019, by and among, Beachhead Holdings Limited, PW Medtech Group Limited (普华和顺集团公司), CITIC Capital China Partners IV, L.P., represented by its general partner CCP IV GP Ltd., Parfield International Ltd., HH Sum-XXII Holdings Limited and V-Sciences Investments Pte Ltd, as amended, restated, supplemented or modified from time to time.

“Core Business” means the business of plasma collection, research and development, manufacturing, commercialisation and selling of human plasma-based biopharmaceutical products.

“Custodian” means the custodian with which one or more of the Custodian Accounts are maintained.

“Custodian Account” means:

and “Custodian Accounts” means any or all of the above.

“Custodian Account Opening Document” means any of the account opening documents executed by the Borrower in respect of the establishment of any Custodian Accounts (including, without limitation, the application form executed by the Borrower in connection with the opening of the Custodian Accounts, the Custodian’s standard account opening terms and conditions and all annexures or schedules attached thereto or incorporated by reference therein).

“Custodian Cash Account” means the cash account opened and maintained in the name of the Borrower with any Custodian (including any redesignation, renumbering or replacement thereof), including Secured Custodian Cash Accounts and Unsecured Custodian Cash Accounts.

“Custodian Securities Account” means the securities account opened and maintained in the name of the Borrower with any Custodian (including any redesignation, renumbering or replacement thereof), including Secured Custodian Securities Accounts and Unsecured Custodian Securities Accounts.

“DDHL” means Double Double Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 340011 and whose registered office is at Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

“Debt Service Reserve Account” means the debt service reserve account to be opened and maintained in the name of the Borrower with the Account Bank (including any redesignation, renumbering or replacement thereof).

“Debt Service Reserve Account Balance” means, at any time, the balance standing to the credit of the Debt Service Reserve Account at that time.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, provided that any such event which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default until that condition is satisfied.

“Defaulting Lender” means any Lender:

unless, in the case of paragraph (a) above:

(A)             administrative or technical error; or

(B)             a Disruption Event; and

payment is made within three Business Days of its due date; or

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Disposal Proceeds Account” means the escrow account to be opened with:

in each case, in the name of the Borrower and the seller(s) in connection with the disposal under paragraph (b) of the definition of “Permitted Share Disposal” (including any redesignation, renumbering or replacement thereof).

“Disrupted Day” means any Scheduled Trading Day on which:

“Disruption Event” means either or both of:

in each case, which is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means, in respect of any Issuer Share or ParentCo Share, any dividend, interest or other payment or distribution of any kind on or in respect of that Issuer Share or ParentCo Share whether in the nature of dividend or capital and whether in the form of cash or otherwise.

“Distribution Net Proceeds” means, in respect of any Distribution the total cash amount received by the Borrower or the ParentCo from such Distribution after deducting:

“Dividends Collection Accounts” means the Borrower Dividends Collection Account and the ParentCo Dividends Collection Account.

“Equity Market Disruption Event” means the occurrence or existence of a Trading Disruption or an Exchange Disruption, which is material as reasonably determined by the Calculation Agent.

“EU” means the European Union.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Exchange” means NASDAQ Global Market or any successor to that exchange or any substitute exchange or quotation system acceptable to the Calculation Agent (acting reasonably) to which trading in the Issuer Shares is temporarily or permanently relocated (provided that the Calculation Agent has determined that there is comparable liquidity in respect of the Issuer Shares in such successor or substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means any Scheduled Trading Day on which the Exchange is open for trading for its regular trading sessions (notwithstanding the Exchange closing prior to its scheduled weekday closing times, and without regard to after hours or any other trading outside of the regular trading session hours).

“Exchange Disruption” means any event that materially disrupts the ability of market participants in general to effect transactions in, or obtain market values for, the Issuer Shares on the Exchange, except for any event that affects the Exchange or listed stocks generally.

“Excluded ParentCo Shares” means any ParentCo Shares held by the Borrower other than the Charged ParentCo Shares.

“Extraordinary Events” means:

are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof;

or any analogous procedure or step is taken in any jurisdiction; or

in the case of paragraph (a), (b) and (e) above, excluding any event in connection with the Merger (including the termination thereof) or any transaction that is consequential on, incidental to or required to implement, facilitate or reflect the Merger.

“Extraordinary Event Date” means, in respect of the events referred to in the relevant paragraph of the definition of “Extraordinary Event”, as regards:

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter(s)” means any letter(s) between a Finance Party and the Borrower setting out any of the fees referred to in Clause 11 (Fees).

“Finance Document” means:

and “Finance Documents” means any or all of the above.

“Finance Party” means the Agent, the Security Agent, the Calculation Agent, the Arranger or a Lender and “Finance Parties” means any or all of them.

“Financial Indebtedness” means any indebtedness for or in respect of:

“Fund” means Centurium Capital Partners 2018, L.P., an exempted limited partnership registered in the Cayman Islands with registration number 94759 and having its registered office at c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to Clause 10.2 (Market disruption).

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Group” means the Issuer and each of its Subsidiaries from time to time.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Information Barrier” means, in relation to a Lender, a system of controls and monitoring (including, but not limited to, physical segregation of employees and restrictions on access to and flow of information) sufficient to ensure that:

but excluding in each case any person who is part of compliance or control or legal function within the Lender and who receives such information in that capacity.

“Initial Charged ParentCo Shares Percentage” means the percentage of the aggregate number of Charged Issuer Shares to all the Issuer Shares outstanding immediately prior to the completion of the Merger.

“Initial LTV Ratio” means [***].

“Insolvency Event” in relation to a Finance Party means that such Finance Party:

“Initial Utilisation Date” means the date on which the Facility is first utilised.

“Interest Payment Date” means the last day of each Interest Period and the Termination Date.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interpolated Screen Rate” means, in relation to LIBOR for any Loan, the rate (rounded to the same number of decimal places as the relevant Screen Rates) which results from interpolating on a linear basis between:

each as of 11:00 a.m. (London time) on the Quotation Day.

“Issuer” means China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 322104 and having its registered office at Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and whose shares are, as at the date of this Agreement, listed on the NASDAQ Global Market (stock code: NASDAQ: CBPO).

“Issuer Certificated Shares” means the Issuer Shares registered in the name of the Borrower on the register of members of the Issuer kept with the Issuer Registrar.

“Issuer Custodian Shares” means the Issuer Shares which at that time are held in a Custodian Securities Account.

“Issuer Registrar” means the registrar of the Issuer who maintains the records of the Issuer (including the statutory registers of the Issuer) in accordance with Cayman Islands law being, as at the date of this Agreement, Securities Transfer Corporation.

“Issuer Shares” means the ordinary shares of the Issuer.

“Issuer Share Charge” means the Cayman Islands law share charge between the Borrower and the Security Agent in respect of certain Issuer Certificated Shares owned by Borrower.

“Knowledge” means, in respect of the Borrower, to the best of the knowledge and belief of its directors (after due and careful enquiry).

“Legal Reservations” means:

“Lender” means:

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

and if, in either case, that rate is less than zero, LIBOR will be deemed to be zero.

“Listing Rules” means the rules relating to the listing and trading of shares on the Exchange.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“London Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.

“LTV Margin Call Level” means [***].

“LTV Ratio” has the meaning given to it in Clause 17.2 (LTV Ratio).

“Major Default” means, with respect to the Borrower only, any Event of Default under any of Clause 21.1 (Non-payment), Clause 21.3 (Other obligations) (only insofar as it relates to any Major Undertaking), Clause 21.4 (Misrepresentation) (only insofar as it relates to a breach of any Major Representation), Clause 21.6 (Insolvency), Clause 21.7 (Insolvency proceedings), Clause 21.8 (Creditors’ process), Clause 21.10 (Unlawfulness and invalidity) or Clause 21.11 (Repudiation and rescission).

“Major Representation” means a representation or warranty given by the Borrower with respect to itself under any of Clause 18.1 (Status) to Clause 18.5 (Validity and admissibility in evidence) (inclusive), Clause 18.14 (Security and pari passu ranking) and Clause 18.17 (Charged Shares).

“Major Undertaking” means an undertaking given by the Borrower described in Clauses 20.3 (Negative pledge), 20.4 (Disposals) and 20.9 (Charged Shares) and Clause 20.16 (Merger in respect of the Borrower), in each case, as it relates to the Borrower only.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66²/₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃ per cent. of the Total Commitments immediately prior to the reduction).

“Margin” means 1.00 per cent. per annum.

“Margin Call Cash Deposit Amount” has the meaning given to it in Clause 17.4 (Margin call).

“Margin Call Date” has the meaning given to it in Clause 17.3 (Margin Call Date).

“Margin Call Notice” means a notice substantially in the form set out in Schedule 4 (Form of Margin Call Notice).

“Margin Call Notice Date” has the meaning given to it in Clause 17.6 (Delivery of Margin Call Notice).

“Margin Call Notice Deadline” has the meaning given to it in Clause 17.6 (Delivery of Margin Call Notice).

“Margin Return Amount” has the meaning given to it in paragraph (b) of Clause 17.8 (Margin Return Amount).

“Margin Return Trigger Date” has the meaning given to it in paragraph (a) of Clause 17.8 (Margin Return Amount).

“Margin Return Notice” means a notice substantially in the form set out in Schedule 5 (Form of Margin Return Notice).

“Margin Stock” means “margin stock” as defined in Regulation U.

“Margin Cure Deadline” means, in respect of a Margin Call Notice Date, 5:00 p.m. 11 Business Days following that Margin Call Notice Date.

“Material Adverse Effect” means any event or circumstance:

and, in the case of paragraph (a) above, after taking into account any insurance, warranty, other claim for indemnification or right of recourse against any third party in respect of such event or circumstances held by the Borrower, where taking into account will include a consideration of all relevant facts and circumstances including the timing and likelihood of successful recovery and potential counterclaims and other claims against the Borrower with respect to the relevant event or circumstance.

“Material Event of Default” means an Event of Default under Clause 21.1 (Non-payment), Clause 21.2 (Collateral Events), 21.6 (Insolvency), 21.7 (Insolvency proceedings) and/or 21.8 (Creditors’ process) which is continuing.

“Material Non-Public Information” means any information (including without limitation any information regarding any material adverse change or prospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, the Issuer) that is not described in the Issuer’s most recent annual report or subsequent public information releases and which, if it were made public, would be likely to have a significant effect on the price or value of the Issuer Shares.

“Merger” means the merger of CBPO Group Limited with the Issuer and the delisting of the Issuer Shares pursuant to the Merger Agreement, pursuant to which the Issuer will be the surviving entity and will become a wholly owned subsidiary of the ParentCo after the consummation of the Merger.

“Merger Agreement” means the agreement and plan of merger to be entered into by and amongst ParentCo, CBPO Group Limited and the Issuer in connection with the Merger.

“Merger Agreement Liabilities” means liabilities arising from or in connection with entry into or transactions contemplated under or pursuant to the Consortium Agreement or the Merger Agreement, which is attributable to the Borrower pro rata according to its interest under the relevant Consortium Agreement or the Merger Agreement.

“Merger Event” means, in relation to any Issuer Shares, any of the event set out in paragraphs (a) to (d) below:

in each case, if the closing date of a Merger Event (or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent) is on or before the Termination Date.

“Merger Termination Date” means the earlier of (a) the date on which the Borrower (or the Sponsors on its behalf) notifies the Agent and (b) the date of public announcement, that (i) CBPO Group Limited has conclusively and definitively withdrawn and terminated its (and any of its Affiliates’) bid for the entire issued share capital of the Issuer, (ii) the special committee of the Issuer in respect of the Merger (the “Special Committee”) have notified the Sponsors that CBPO Group Limited’s (and any of its Affiliates’) offer for entire issued share capital of the Issuer is conclusively and definitively rejected, (iii) the Special Committee conclusively and definitively terminates the Merger process or (iv) the Merger Agreement is terminated in accordance with the terms thereof.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month.

“New Lender” has the meaning given to it in Clause 22 (Changes to the Lenders).

“New Listing” means at any time after the completion of the Merger, the listing or admission to trading on any stock or securities exchange or market of any share or securities of the Issuer (or any Subsidiary or Holding Company of the Issuer), or any sale or issue by way of listing, flotation or public offering (or any equivalent circumstances) of any shares or securities of the Issuer (or any Subsidiary or Holding Company of the Issuer), in any jurisdiction or country.

“Non-Borrower Distribution Amount” means an aggregate amount standing to the credit of the ParentCo Dividends Collection Account that is equal to the Distribution received by the ParentCo and is attributable to any shareholder of the ParentCo other than the Borrower.

“Outstanding Financing Amount” means, on any day, an amount in US dollars equal to the principal amount of the Loans outstanding on that day together with any interest or fees accrued or payable within the next 12 months period from the date of determination (using LIBOR for the then current interest period as the applicable benchmark) but unpaid by the Borrower under the Finance Documents up to that day as determined by the Calculation Agent (acting reasonably) and any accrued but unpaid default interest and break cost).

“ParentCo” means, CBPO Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands with company number 355835 and whose registered office is at Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

“ParentCo Dividends Collection Account” means the dividends collection account to be opened and maintained in the name of the ParentCo with the Account Bank (including any redesignation, renumbering or replacement thereof).

“ParentCo Account Control Agreement” means the Hong Kong law account control agreement entered into between the ParentCo, the Account Bank and the Agent in respect of the ParentCo Dividends Collection Account opened and maintained in its name (and the balance standing to the credit of such accounts).

“ParentCo Shares” means the ordinary shares of the ParentCo.

“ParentCo Share Charge” means the Cayman Islands law security agreement to be entered into pursuant to paragraphs (c) and/or (d) of Clause 20.17 (The Merger) and between the Borrower and the Security Agent in respect of the Charged ParentCo Shares.

“Participant” means each person to whom a Lender will make payments under a Participation Agreement.

“Participation” means a sub-participation or any other agreement or arrangement having an economic effect substantially similar to a sub-participation between a Lender and a Participant in respect of any Commitment or amount outstanding under this Agreement.

“Participation Agreement” means each agreement or letter between a Lender and a Participant in respect of a Participation.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations (including registrations of charges), filings, endorsements, notarisation, stamping, notifications and/or other actions and steps to be taken in any Relevant Jurisdiction in order to perfect the Security Documents and/or the Security created under the Security Documents.

“Permitted Financial Indebtedness” means Financial Indebtedness:

“Permitted Share Disposal” means:

“Permitted Share Disposal LTV Ratio” means, the ratio of:

A / (B x C),

where:

A = an amount in US dollars equal to the principal amount of the Loans outstanding after giving effect to prepayment of the Loans following such disposal;

B = the aggregate number of ParentCo Shares that are the subject of any Security created or expressed to be created in favour of the Security Agent (on behalf of the Secured Parties) after giving effect to release of ParentCo Shares pursuant to the disposal; and

C = the average purchase price per ParentCo Share pursuant to the sale and purchase agreement in respect of such disposal.

“Permitted Share Disposal Net Proceeds” means, in respect of a Permitted Share Disposal in paragraph (b) of that definition, the total cash consideration received by the Borrower from such Permitted Share Disposal after deducting:

“Portfolio Company Liabilities” means liabilities arising from claims by dissenting shareholders of the Issuer in connection with the Merger which is attributable to the Borrower pro rata according to the Borrower’s interest under the relevant Consortium Agreement or the Merger Agreement.

“PRC” means the People’s Republic of China.

“Privately Acquired Charged Issuer Custodian Shares” means the Charged Issuer Custodian Shares that are acquired by the Borrower pursuant to any SPA.

“Publicly Acquired Charged Issuer Custodian Shares” means the Charged Issuer Custodian Shares that are acquired by the Borrower through the Exchange.

“Quasi-Security” means a transaction under which the Borrower will:

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, one London Business Days before the first day of that period, unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations for that currency and period would normally be given on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Collateral Assets.

“Regulation T”, “Regulation U” or “Regulation X” means Regulation T, U or X, as the case may be, of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Relevant Jurisdiction” means, in relation to the Borrower:

“Repayment Date” means each date set out in Clause 6.1 (Repayment of Loans).

“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), 18.6 (Governing law and enforcement), 18.8 (No default), 18.15 (Title to assets), 18.16 (Secured Custodian Account Opening Documents), 18.17 (Charged Shares), Clause 18.19 (Regulation S) to Clause 18.23 (No prior business).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Restricted Transferee” means:

provided that, for the avoidance of doubt, none of the paragraphs above shall include any person (or any Affiliate of any person) which is a bank or financial institution (which, for the avoidance of doubt, shall not include any private equity fund, growth fund or venture capital firms) which is regularly engaged in or established for the purpose of making, arranging, underwriting or investing in loans, securities or other financial assets.

“Rights Agreement” means the amended and restated preferred shares rights agreement dated 31 July 2017 between the Issuer and Securities Transfer Corporation as rights agent, as amended on 20 February 2019 and as further amended, restated, supplemented or modified from time to time.

“Sanction Restricted Party” means any persons or entities that are the subject of Sanctions.

“Sanctionable Activity” means any activity that could trigger a designation under existing Sanctions administered by a Sanctions Authority.

“Sanctions” means any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United National Security Council, the European Union, Her Majesty’s Treasury, the Department for Business, Innovation and Skills or any other UK government authority, any French government authority, the Monetary Authority of Singapore, the Monetary Authority of Hong Kong or the PRC government (such authorities, the Sanctions Authorities).

“Sanctioned Countries” means a country or territory that is the subject of Sanctions (as of the date of this Agreement, comprising Crimea, Cuba, Iran, North Korea, Sudan and Syria, but subject to such changes as take place over time).

“Scheduled Trading Day” means any day on which the Exchange is scheduled to be open for trading for its regular trading sessions.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for US dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Secured Custodian Account” means:

and “Secured Custodian Accounts” means any or all of the above.

“Secured Custodian Account Opening Document” means any of the account opening documents executed by the Borrower in respect of the establishment of the Secured Custodian Accounts (including, without limitation, the application form executed by the Borrower in connection with the opening of the Secured Custodian Accounts, the Custodian’s standard account opening terms and conditions and all annexures or schedules attached thereto or incorporated by reference therein as received by the Borrower from time to time).

“Secured Custodian Cash Account” means the cash account opened and maintained in the name of the Borrower with a Custodian reasonably acceptable to the Security Agent (including any redesignation, renumbering or replacement thereof) and as designated by the Borrower and the Security Agent as a “Secured Custodian Cash Account” from time to time.

“Secured Custodian Cash Account Balance” means, at any time, the balance standing to the credit of the Secured Custodian Cash Accounts at that time.

“Secured Custodian Securities Account” means the securities account opened and maintained in the name of the Borrower with a Custodian reasonably acceptable to the Security Agent (including any redesignation, renumbering or replacement thereof) and as designated by the Borrower and the Security Agent as a “Secured Custodian Securities Account” from time to time.

“Secured Liabilities” means all present and future liabilities and obligations at any time due, owing or incurred by the Borrower to any Secured Party under the Finance Documents, both actual and contingent and whether solely or jointly as principal or surety or in any other capacity.

“Secured Party” means a Finance Party, a Receiver or any Delegate.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means:

and “Security Documents” means any or all of the above.

“Security Property” means:

“Share Collateral Value” means the value of the Charged Shares calculated in accordance with Clause 17.1 (Share Collateral Value).

“Share Price” means the price per Issuer Share as determined in accordance with Clause 17.1 (Share Collateral Value).

“Shareholder Distribution” means the Borrower:

“Shareholder Loans” means the loans owed by the Borrower to its direct or indirect parent under the Shareholder Loan Document.

“Shareholder Loan Document” means any document or intercompany account pursuant to which a loan is repayable by the Borrower to its direct or indirect parent.

“SPA” means one or more share purchase agreements entered into (or to be entered into) and made between, amongst others, the Borrower as purchaser and the relevant sellers therein in respect of the Acquisitions.

“Sponsor” means funds, partnerships and/or other entities owned, managed, controlled or advised by Centurium Capital Management Ltd. and/or any of its Affiliates.

“Subsidiary” means, in relation to a Holding Company, a company, corporation or other legal entity:

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 75 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 75 per cent. of the Total Commitments immediately prior to the reduction).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tender Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 30 per cent. and less than 100 per cent. of the outstanding voting shares of the Issuer, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant.

“Termination Date” means the date which is 60 Months after the date of this Agreement.

“Third Parties Ordinance” means the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

“Total Commitments” means the aggregate of the Commitments, being USD350,000,000 as at the date of this Agreement.

“Trading Disruption” means any suspension of trading by the Exchange relating to the Issuer Shares whether by reason of movements in price exceeding limits permitted by the Exchange or otherwise, except for any suspension of trading resulting from any event that affects the Exchange or listed stocks generally.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

“UK” means the United Kingdom.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Unsecured Custodian Account” means:

and “Unsecured Custodian Accounts” means any or all of the above.

“Unsecured Custodian Cash Account” means a Custodian Cash Account which is not a Secured Custodian Cash Account.

“Secured Custodian Cash Account Balance” means, at any time, the balance standing to the credit of the Unsecured Custodian Cash Accounts at that time.

“Unsecured Custodian Securities Account” means a Custodian Securities Account which is not a Secured Custodian Securities Account.

“US” and “United States” means the United States of America.

“US Bankruptcy Law” means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code), any other applicable United States federal or state bankruptcy law.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“Voluntary Top-up Amount” has the meaning given to it in paragraph (a) of Clause 17.7 (Voluntary deposit of Cash).

“Voting Participation” means a Participation which involves a transfer of any voting rights, directly or indirectly, under, or in relation to, the Finance Documents (including arising as a result of being able to direct the way that another person exercises its voting rights).

“White List” means the financial institutions set out in Schedule 8 (White List).

No director, officer, employee or other individual acting (or purporting to act) on behalf of the Sponsor or the Borrower (or any of their respective Affiliates) shall be personally liable for any representation, certification or statement made or deemed to be made by him or her, the Sponsor or the Borrower in any Finance Document or any certificate, notice or other document required to be delivered under, or in connection with, any Finance Document, whether or not signed by that director, officer, employee or other individual, save, in each case, unless that individual acted fraudulently in making any such representation, certification or statement.

No Finance Party will have any recourse to the Sponsor in respect of any term of any Finance Document, any statement made by the Sponsor or otherwise except that this does not apply to the Borrower in respect of its obligations under each Finance Document to which it is a party.

Section 2     THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility in US dollars in an amount equal to the Total Commitments.

The Borrower shall apply all amounts borrowed by it under the Facility towards financing or refinancing (directly or indirectly) the Acquisition Consideration in connection with the Acquisitions, including by way of repayment of a Shareholder Loan and/or repayment of any bridge financing loans in each case in connection with the Acquisitions.

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

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if:

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Section 3     UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 10:00 a.m. five Business Days before the proposed Utilisation Date (or such later time as the Agent in its absolute discretion may agree).

The Commitments which, at that time, are not utilised shall be immediately cancelled at the end of the Availability Period.

Without prejudice to paragraph (a)(iii) of Clause 14.2 (Other indemnities), in the event that the Borrower delivers a Utilisation Request, the Borrower may, not less than two Business Days prior to the proposed Utilisation Date for the Loan, revoke such Utilisation Request by notice to the Agent.

Section 4     REPAYMENT, PREPAYMENT AND CANCELLATION

If, at any time, it is or will become unlawful in any applicable jurisdiction for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, or it is or will become unlawful for any Affiliate of a Lender for that Lender to do so:

(each a “Mandatory Prepayment Event”), this Clause 7.2 shall apply.

all such outstanding amounts will become due and payable within 20 Business Days after the last day of that five Business Day period.

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or part of the Available Facility (but, if in part, being a minimum amount of USD500,000 and in integral multiple of USD500,000).

If, at any time, paragraph (b) of Permitted Share Disposal occurs, the Borrower shall:

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

the Borrower may on 30 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to any person that confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

Section 5     COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period for that Loan.

The first Interest Period of each Loan utilised after the Initial Utilisation Date shall be shortened so that it ends on the last day of the then current Interest Period of the then outstanding Loan and on that day those Loans will be consolidated into and treated as a single Loan on the last day of the then current Interest Period.

there shall be no LIBOR for that Loan and Clause 10.3 (Cost of funds) shall apply to that Loan for that Interest Period.

If before close of business in Hong Kong on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 40 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

The Borrower shall pay a fee on each Loan for each Interest Period in the amount and at the times agreed in a Fee Letter.

Other than as set out in Clause 16.1 (Transaction expenses), no fees, costs or expenses are payable by the Borrower unless and until the Initial Utilisation Date occurs.

Section 6     ADDITIONAL PAYMENT OBLIGATIONS

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“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, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

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

the Finance Party shall pay an amount to the Borrower 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 Borrower.

The Borrower shall: