EX-10.16 5 ex10-16.htm EX-10.16

 

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: No. 45, Shiyan Avenue, High-Tech Zone, Shiyan City, Hubei Province

 

Party B: Glam Capital Limited

 

Address: Rooms 908-911, Nan Fung Tower, 88 Connaught Road Central, Central, Hong Kong

 

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: Reg S
     
  Currency & 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: