Cuestiones relativas a la cultura de seguridad

Pursuant to the Underwriting Agreement, our Company will conditionally place the Placing Shares with individual, professional, institutional and/or other investors in Hong Kong at the Placing Price subject to the terms and conditions in the Underwriting Agreement and this prospectus. Subject to, among other conditions, the Listing Division granting the listing of and permission to deal in the Shares in issue and to be issued as mentioned in this prospectus and to certain other conditions set out in the Underwriting Agreement being fulfilled, the Underwriters have severally agreed to subscribe for or procure subscribers for their respective applicable proportions of the Placing Shares on the terms and conditions under the Underwriting Agreement and in this prospectus.

Grounds for termination

The Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) shall have the absolute right to terminate the arrangements set out in the Underwriting Agreement by notice in writing given to our Company at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, if there shall develop, occur, exist or come into effect:

(a) any new law or regulation or any material change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong, Korea, the Cayman Islands, BVI or any relevant jurisdiction to our Group (collectively, the “Relevant Jurisdictions”);

(b) any adverse change (whether or not permanent) in local, national or international stock market conditions;

(c) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange due to exceptional financial circumstances or otherwise; (d) any change or development involving a prospective change in taxation or exchange control

(or the implementation of any exchange control) in the Relevant Jurisdictions;

(e) any change in the business or in the financial or trading position of our Group or otherwise;

UNDERWRITING

(f) any change or development involving a prospective change or development (whether or not permanent), or any event or series of events resulting in any change in the financial, legal, political, economic, military, industrial, fiscal, regulatory, market (including stock market) or currency matters or condition in the Relevant Jurisdictions;

(g) a general moratorium on commercial banking business activities in the Relevant

Jurisdictions declared by the relevant authorities;

(h) any event of force majeure including but without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out, natural disaster or outbreak of infectious diseases;

(i) any outbreak or escalation of hostilities (whether or not war is or has been declared) involving or affecting any of the Relevant Jurisdictions or the declaration by any of the Relevant Jurisdictions of a national emergency or war or any other national or international calamity or crisis;

(j) any Director being charged with an offence or prohibited by operation or law or otherwise disqualified from taking part in the management of a company or the commencement by any government, political, regulatory body of any action against any Director in his capacity as such or an announcement by any governmental or political or regulatory body that it intends to take any such action;

(k) the chairman, the chief executive officer or the chief financial officer of our Company vacating his office;

(l) the governmental authority or a political or regulatory body or organisation in any Relevant Jurisdictions commencing any investigation or take other action, or announcing an intention to investigate or take other action, against any member of our Group or any Director;

(m) any imposition of economic sanctions, in whatever form, directly or indirectly, by, or for, any of the Relevant Jurisdictions or any other jurisdiction relevant to any member of our Group;

(n) a prohibition on our Company for whatever reason from offering, allotting, issuing or selling the Placing Shares pursuant to the terms of the Placing;

(o) the issue or requirement to issue by our Company of any supplement or amendment to this prospectus or other documents in connection with the offer and sale of the Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or any requirement or request of the Stock Exchange and/ or the SFC in circumstances where the matter to be disclosed would, in the reasonable opinion of the Joint Lead Managers, adversely affect the marketing for or implementation of the Placing;

(p) an order or a petition is presented for the winding up or liquidation of any member of our Group or any member of our Group makes any composition or arrangement with its creditors or enters into a scheme of arrangement or any resolution is passed for the winding-up of any member of our Group or a provisional liquidator, receiver or manager is appointed over all or part of the assets or undertaking of any member of our Group or anything analogous thereto occurs in respect of any member of our Group; or

(q) a valid demand by any creditor for repayment or payment of any of the indebtedness of any member of our Group or in respect of which that member of our Group is liable prior to its stated maturity,

and which, in the reasonable opinion of the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters):

(i) might be materially adverse to the business, financial conditions or prospects of our Group taken as a whole; or

(ii) might have a material adverse effect on the success of the Placing or might have the effect of making any part of the Underwriting Agreement incapable of implementation or performance in accordance with its terms; or

(iii) makes it inadvisable or inexpedient to proceed with the Placing.

Without prejudice to the above, if, at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, it comes to the notice of the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters):

(a) any matter or event showing any of the warranties to be untrue, inaccurate or misleading in any material respect when given or repeated or there has been any breach of any of the warranties or any other provision of the Underwriting Agreement which is considered, in the reasonable opinion of the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters), to be material in the context of the Placing; or (b) any matter which, had it arisen immediately before the date of this prospectus and not

having been disclosed in this prospectus and the placing letter, would have constituted a material omission in the reasonable opinion of the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) in the context of the Placing; or

(c) any statement contained in this prospectus and the placing letter reasonably considered to be material by the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) which is discovered to be or becomes untrue, incorrect or misleading and in the reasonable opinion of the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) to be material in the context of the Placing; or

(d) any event, act or omission which gives rise or is likely to give rise to any material liability of any of our Company, our executive Directors, our Controlling Shareholders pursuant to the indemnities contained in the Underwriting Agreement;

the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters) shall be entitled (but not bound) by notice in writing to our Company (for itself and on behalf of the other parties thereto (other than the Sole Sponsor and the Joint Lead Managers (for themselves and on behalf of the Underwriters))), on or prior to such time to terminate the Underwriting Agreement.

Undertakings under the Underwriting Agreement

Under the Underwriting Agreement,

(a) (i) each of our Controlling Shareholders jointly and severally undertakes to and

covenants with our Company, the Sole Sponsor, the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Stock Exchange that, save as permitted under the GEM Listing Rules and pursuant to the Placing, he/she/it shall not and shall procure that the relevant registered holder(s) shall not:

(A) in the period commencing on the date of this prospectus and ending on the date which is six months from the Listing Date (the “First 6-Month Period”), sell, dispose of, nor enter into any agreement to dispose of or otherwise create any mortgage, charge, pledge, lien, option, restriction, claim, equity interest, right of

first refusal, right of pre-emption, third-party right or interest, other

encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect (“Encumbrances”) in respect of any of the Shares which he/she/it is shown in this prospectus to be the beneficial owner(s); and

(B) in the period of six months commencing on the date on which the First 6-Month Period expires (the “Second 6-Month Period”), sell, dispose of, nor enter into any agreement to dispose of or otherwise create any Encumbrances in respect of any of the Shares referred to in sub-paragraph (A) above if, immediately following such disposal or upon the exercise or enforcement of such Encumbrances, he/she/it would cease to be a Controlling Shareholder,

provided that the restrictions in this paragraph (i) shall not apply to any Shares which our Controlling Shareholders or any of his/her/its respective close associates may acquire or become interested in following the Listing Date;