SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Akumin Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

01021F109

(CUSIP Number)

Thaihot Investment Co., Ltd

c/o Li YE

Tel: +86 059187661253

Email: lijinpeng@tahoecn.com

P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road

Grand Cayman, KYI -1205

Cayman Islands

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 1, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 01021F109  

1.	Names of Reporting Person:   Thaihot Investment Co., Ltd I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐(b) ☐
3.	SEC Use Only:
4.	Source of Funds (See Instruction): OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6.	Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:	7	Sole Voting Power: 14,223,570 (1)
	8	Shared Voting Power: 0
	9	Sole Dispositive Power: 14,223,570 (1)
	10	Shared Dispositive Power:     0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:   14,223,570 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ☐
13.	Percent of Class Represented by Amount in Row (11): 15.7% (2)
14.	Type of Reporting Person (See Instructions): CO

(1) This amount includes 14,223,570 shares of Common Stock, par value $0.01 per share (the “Common Stock”) of the Issuer, held directly by Thaihot Investment Co., Ltd. See Item 2 below under the subtitle Explanatory Note Regarding the Relationships of the Reporting Persons for the description of the Reporting Persons’ shareholding structure, which determines their respective voting power.

(2) Calculated by dividing item 11 by 90,498,491 shares of Common Stock, issued and outstanding as of May 8, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Recent 10-Q”) filed on May 10, 2023 with the Securities and Exchange Commission (the “SEC”).

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CUSIP No. 01021F109  

1.	Names of Reporting Person:   Tahoe Healthcare Management Limited I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐(b) ☐
3.	SEC Use Only:
4.	Source of Funds (See Instruction): OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6.	Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:	7	Sole Voting Power: 14,223,570 (1)
	8	Shared Voting Power: 0
	9	Sole Dispositive Power: 14,223,570 (1)
	10	Shared Dispositive Power:     0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:   14,223,570 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ☐
13.	Percent of Class Represented by Amount in Row (11): 15.7% (2)
14.	Type of Reporting Person (See Instructions): CO

(1) This amount includes 14,223,570 shares of Common Stock of the Issuer, held directly by Thaihot Investment Co., Ltd. See Item 2 below under the subtitle Explanatory Note Regarding the Relationships of the Reporting Persons for the description of the Reporting Persons’ shareholding structure, which determines their respective voting and dispositive power.

(2) Calculated by dividing item 11 by 90,498,491 shares of Common Stock, issued and outstanding as of May 8, 2023, as reported in the Issuer’s Recent 10-Q filed on May 10, 2023 with the SEC.

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CUSIP No. 01021F109  

1.	Names of Reporting Person:    Galaxy Wealth Investment Limited I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only:
4.	Source of Funds (See Instruction): OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6.	Citizenship or Place of Organization: British Virgin Islands

Number of Shares Beneficially by Owned by Each Reporting Person With:	7	Sole Voting Power: 14,223,570 (1)
	8	Shared Voting Power: 0
	9	Sole Dispositive Power: 14,223,570 (1)
	10	Shared Dispositive Power:     0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:   14,223,570 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ☐
13.	Percent of Class Represented by Amount in Row (11): 15.7% (2)
14.	Type of Reporting Person (See Instructions): CO

(1) This amount includes 14,223,570 shares of Common Stock of the Issuer, held directly by Thaihot Investment Co., Ltd. See Item 2 below under the subtitle Explanatory Note Regarding the Relationships of the Reporting Persons for the description of the Reporting Persons’ shareholding structure, which determines their respective voting and dispositive power.

(2) Calculated by dividing item 11 by 90,498,491 shares of Common Stock, issued and outstanding as of May 8, 2023, as reported in the Issuer’s Recent 10-Q filed on May 10, 2023 with the SEC.

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CUSIP No. 01021F109  

1.	Names of Reporting Person:    Qisen Huang   I.R.S. Identification Nos. of above persons (entities only):
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only:
4.	Source of Funds (See Instruction): OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
6.	Citizenship or Place of Organization: China

Number of Shares Beneficially by Owned by Each Reporting Person With:	7	Sole Voting Power: 14,223,570 (1)
	8	Shared Voting Power: 0
	9	Sole Dispositive Power: 14,223,570 (1)
	10	Shared Dispositive Power:     0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:   14,223,570 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ☐
13.	Percent of Class Represented by Amount in Row (11): 15.7% (2)
14.	Type of Reporting Person (See Instructions): IN

(1) This amount includes 14,223,570 shares of Common Stock of the Issuer, held directly by Thaihot Investment Co., Ltd. See Item 2 below under the subtitle Explanatory Note Regarding the Relationships of the Reporting Persons for the description of the Reporting Persons’ shareholding structure, which determines their respective voting and dispositive power.

(2) Calculated by dividing item 11 by 90,498,491 shares of Common Stock, issued and outstanding as of May 8, 2023, as reported in the Issuer’s Recent 10-Q filed on May 10, 2023 with the SEC.

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ITEM 1. SECURITY AND ISSUER

This Schedule 13D is being filed to report the beneficial ownership of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Akumin Inc., a corporation incorporated in Ontario, Canada (the “Issuer”).

The Issuer’s principal executive offices are located at 8300 W. Sunrise Boulevard, Plantation, Florida 33322.

The summary descriptions contained in this Schedule 13D of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents, filed as exhibits hereto and incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c), (f)

This Schedule 13D is filed jointly by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

1. Thaihot Investment Co., Ltd (“Thaihot”), a Cayman Islands company limited by shares

a. Residence or business address: P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KYI -1205, Cayman Islands

b. Principle business: Investment company which holds securities in portfolio companies

2. Tahoe Healthcare Management Limited (“Tahoe”), a Cayman Islands company limited by shares

a. Residence or business address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

b. Principle business: Investment company which holds securities in portfolio companies

3. Galaxy Wealth Investment Limited (“Galaxy”), a British Virgin Islands company limited by shares

a. Residence or business address: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands

b. Principle business: Investment company which holds securities in portfolio companies

4. Qisen Huang, a Chinese citizen

a. Residence or business address: Unit 1001, Block 25, Tianyuan Garden, No. 38 Tianquan Road, Gulou District, Fuzhou City, Fujian Province, China

Explanatory Note Regarding the Relationships of the Reporting Persons

The shareholding structure among the Reporting Persons is as follows: (i) Tahoe is the sole shareholder and beneficial owner of all the equity interests in Thaihot. (ii) Galaxy is the 95% beneficial owner of the equity interests in Tahoe. Qisen Huang is the sole shareholder and beneficial owner of all the equity interests in Galaxy.

(d)-(e)

Except as set forth below, during the last five years, none of the Reporting Persons or individuals named in this Item 2 has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On October 22, 2020, the China Securities Regulatory Commission, Fujian Division (“CSRC Fujian”), issued a Decision on Issuing Warning Letters (the “CSRC October Letter”) to Qisen Huang, certain other related individual, and an entity listed on Shenzhen Stock Exchange (“SZSE”) of which Qisen Huang serves as Chairman of the Board (the “Affiliate Entity”), for (i) failure to timely file the Affiliated Entity’s Estimated Performance for the year of 2019 required for Chinese public companies, and (ii) major discrepancies in the Estimated Performance and audited net profit reported in the Affiliate Entity’s Annual Report, which, according to the CSRC October Letter, violated certain provisions of the Measures for the Administration of Information Disclosure of Listed Companies promulgated by the China Securities Regulatory Commission (the “Listed Co Measures”).

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On January 11, 2022, CSRC Fujian issued a Decision on Issuing Warning Letters (the “CSRC January Letter”) to Qisen Huang and the Affiliate Entity, for (i) failure to timely disclose certain material events of the Affiliate Entity that require disclosure, including the termination of a corporation project which resulted in loss, and events of capital reduction, and (ii) failure to provide sufficient basis for public announcement of value of lands owned by the Affiliate Entity, and failure to first release such information in designated media, which, according to the CSRC January Letter, violated certain provisions of the Listed Co Measures.

On May 19, 2022, CSRC Fujian issued a Decision on Issuing Warning Letters (the “CSRC May Letter”) to Qisen Huang, certain other related individual, and the Affiliate Entity for major discrepancies in the Affiliate Entity’s Estimated Performance and audited financial records in the Affiliate Entity’s Annual Report for the year of 2021, which are filings required for Chinese public companies, and failure to timely amend the number in the Affiliate Entity’s Estimated Performance, which, according to the CSRC May Letter, violated certain provisions of the Listed Co Measures.

On September 4, 2020, SZSE issued a Decision to Give Public Criticism (the “SZSE September Decision”) to Qisen Huang, certain other related individual, and the Affiliate Entity for (i) failure to timely file the Affiliate Entity’s Estimated Performance for the year of 2019 required for Chinese public companies, and (ii) major discrepancies in the Estimated Performance and audited net profit reported in the Affiliate Entity’s Annual Report, which, accordingly to the SZSE September Decision, violated certain provisions of the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (November 2018 Amendment).

On November 1, 2021, SZSE issued a Decision to Give Public Criticism (the “SZSE November Decision”) to Qisen Huang and the Affiliate Entity for failure to timely disclose certain material events of the Affiliate Entity that require disclosure, including the termination of a corporation project of the Affiliate Entity which resulted in loss, and events of capital reduction of the Affiliate Entity, which, according to the SZSE November Decision, violated certain provisions of the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2020 Amendment).

On December 28, 2017, SZSE Corporate Governance Division issued a Regulatory Letter to Qisen Huang to give notice, among other things, that Qisen Huang violated the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2014 Amendment) for disclosure of material nonpublic information about the Affiliate Entity.

On December 4, 2020, SZSE Corporate Governance Division issued a Regulatory Letter to Tahihot to give notice, among other things, that Thaihot violated the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (November 2018 Amendment), Guidelines of the Shenzhen Stock Exchange Standardized Operation for Listed Companies (2020 Amendment), and Detailed Implementing Rules of the Shanghai Stock Exchange for Shareholding Reduction by Shareholders, Directors, Supervisors and Senior Executives of Listed Companies for failure to timely disclose Thaihot’s material capital reduction in the Affiliate Entity

On March 25, 2021, SZSE Corporate Governance Division issued a Regulatory Letter to Qisen Huang and the Affiliate Entity to give notice, among other things, that Qisen Huang failed to meet its fiduciary duties to the Affiliate Entity, and violated the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (November 2018 Amendment) and Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2020 Amendment) for failure to comply with the Affiliate Entity’s internal litigation reporting procedure, and failure to timely disclose certain material litigation.

On April 1, 2022, SZSE Listed Company Governance First Division issued a Regulatory Letter to Qisen Huang and the Affiliate Entity to give notice, among other things, that Qisen Huang violated the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange (2020 Amendment) for failure to provide sufficient basis for public announcement of value of lands owned by the Affiliate Entity, and failure to first release such information in designated media.

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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On June 25, 2021, the Issuer, through its wholly owned indirect subsidiary, Akumin Corp., a Delaware corporation (“Akumin Corp”; and together with the Issuer, collectively, the “Akumin Group”), as purchaser, entered into a Share Purchase Agreement (the “SPA”), with Thaihot, as seller, Thaihot Investment Company US Limited (“Thaihot US”), a wholly-owned subsidiary of Thaihot, and Alliance HealthCare Services, Inc. (“Alliance”), a wholly-owned subsidiary of Thaihot US, pursuant to which Akumin Corp acquired from Thaihot all of the issued and outstanding common stock of Thaihot US, and, as a result, indirectly acquired 100% of the common stock of Alliance (the “Transaction”). The Transaction closed on September 1, 2021. As part of the consideration for the Transaction, Akumin Group issued 14,223,570 shares of Common Stock of the Issuer to Thaihot.

ITEM 4. PURPOSE OF TRANSACTION

The Reported Persons acquired the securities reported herein for investment purposes, subject to the following:

The response to Item 3 of this Schedule 13D is incorporated by reference herein. The Common Stock acquired by the Reporting Persons were issued to Thaihot by the Issuer as part of the purchase price paid by Akumin Corp in exchange for 100% of the issued and outstanding common stock of Thaihot US, which owns 100% of the common stock of Alliance.

In connection with the Transaction, Thaihot was granted certain investor rights pursuant to the SPA, including: (1) the right to nominate an individual for election to the board of directors (the “Board”) of the Issuer (the “Seller Nominee”) as long as the Thaihot owns at least 50% of the Closing Share Consideration (as defined in the SPA); (2) the right to appoint an observer reasonably acceptable to the Issuer’s Governance Committee (the “Board Observer”) who will have the right to attend and participate in all meetings of the Board and any committees or sub-committees of the Board in a non-voting capacity, subject to certain conditions, if Thaihot owns less than 50% of the Closing Share Consideration and a Seller Nominee is not serving on the Board. Upon the closing of the Transaction, on September 1, 2021, the Board was expanded to six members, and Haichen Huang, who is the son of Qisen Huang, was appointed to the Board as the Seller Nominee.

In addition to the abovementioned arrangement, the Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the Board, members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including the Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

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Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in this Item 4, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b)

The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Schedule 13D are incorporated herein by reference. Each of the Reporting Persons’ aggregate percentage of ownership is approximately 15.7% of the outstanding shares of the Issuer.

The percentages of beneficial ownership above are calculated by dividing the Reporting Persons’ response in Row 11 of their respective cover pages by 90,498,491 shares of Common Stock issued and outstanding as of May 8, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 10, 2023 with the SEC.

(c) The response with respect to Item 6 of this Schedule 13D is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Share Purchase Agreement

The response in Item 3 of this Schedule 13D is incorporated herein by reference. A copy of the SPA is attached hereto as Exhibit 2 and is incorporated by reference herein.

Letter Agreement

On September 1, 2021, the Issuer and Thaihot entered into that certain Letter Agreement, pursuant to which Thaihot was granted certain investor rights, including: (1) the right to nominate a Seller Nominee as long as the Thaihot owns at least 50% of the Closing Share Consideration; (2) the right to appoint a Board Observer who will have the right to attend and participate in all meetings of the Board and any committees or sub-committees of the Board in a non-voting capacity, subject to certain conditions, if Thaihot owns less than 50% of the Closing Share Consideration and a Seller Nominee is not serving on the Board. A copy of the SPA is attached hereto as Exhibit 3 and is incorporated by reference herein.

Settlement Deed and the Limited Guarantee, Share Charge, Call Option Agreement, and Custodian Arrangement in Connection Therewith

On June 2, 2022, Qisen Huang and Haitong International Products & Solutions Limited (“Haitong”), a British Virgin Islands limited liability company, and Everwin Enterprise (Hong Kong) Limited, a Hong Kong limited liability company (“Everwin”, together with Qisen Huang, collectively, “Debtors”), entered into a Deed of Settlement (the “Settlement Deed”). A copy of the Settlement Deed is attached hereto as Exhibit 4 and is incorporated by reference herein.

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The Settlement Deed provides, among other things, that the Debtors will deliver to Haitong:

(i) a limited recourse guarantee (the “Limited Guarantee”) executed by Thaihot in favor of Haitong, pursuant to which Thaihot agrees to guarantee the payment and performance of all of the Debtors’ liabilities to Haitong under the Settlement Deed, the liability of Thaihot being limit to 14,223,570 shares of Commons Stock of the Issuer, equal to all of the Common Stock of the Issuer held by Thaihot (such Common Stock, the “Shares”). The Limited Recourse Guarantee became effective as of August 4, 2022 (the “Effective Date”). A copy of the Limited Guarantee is attached hereto as Exhibit 5 and is incorporated by reference herein;

(ii) a Pledge Agreement (the “Share Charge”) executed by Thaihot in favor of Haitong, pursuant to which Thaihot grants to Haitong a security interests with respect to the Shares. The Share Charge became effective as of the Effective Date, and additionally provides, among other things, that Thaihot will be entitled to exercise all voting power with respect to the Shares unless an Event of Default, as defined in the Share Charge has occurred and is continuing. Upon and during the continuance of the Event of Default, Thaihot’s voting rights with respect to the Shares will cease and Haitong or its nominee will be entitled to exercise all voting rights and give consents, waivers and ratifications, with respect to the Shares. A copy of the Share Charge is attached hereto as Exhibit 6 and is incorporated by reference herein;

(iii) a Call Option Agreement (the “Call Option Agreement”), executed by Thaihot in favor of Haitong, pursuant to which Thaihot granted to Haitong a right to purchase the Shares. The Call Option Agreement became effective as of the Effective Date, and additionally provides, among other things, that (x) Haitong has the right to purchase the Shares on any date that is at least twelve months after the Effective Date; (y) the total number of Shares to be purchased by Haitong will always be less than 20% of the issued and outstanding shares of the Issuer; and (z) the Call Option Agreement and the right to purchase the Shares will automatically terminate on the earlier of (a) satisfaction in full of the Settlement Sum (as defined in the Settlement Deed) and (b) the fifth anniversary of the Effective Date. A copy of the Call Option Agreement is attached hereto as Exhibit 7 and is incorporated by reference herein.

In connection with the Settlement Deed, Thaihot and Haitong additionally agreed to a custodian arrangement, pursuant to which Thaihot agreed to transfer the Shares to Haitong International Securities Company Limited, which would act as custodian of the Shares. Thaihot will retain beneficial ownership to the Shares. The parties did not enter into a formal custodian agreement with respect to this arrangement.

The summary descriptions of the agreements and documents contained in this Item 6 are qualified in their entirety by reference to the complete texts of such agreements and documents, filed as exhibits hereto and incorporated herein by reference.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit Number	Description
1	Joint Filing Agreement, dated September 5, 2022, by and among Thaihot, Tahoe, Galaxy, and Qisen Huang.
2	Share Purchase Agreement dated June 25, 2021 by and among Akumin Corp, Alliance, Thaihot US, and Thaihot (incorporated by reference to Exhibit 10.3 to the Issuer’s Amendment No. 1 to Form 10-K as annual report for the efiscal year eneded December 31, 2021, as filed with the SEC on April 12, 2022).
3	Letter Agreement dated September 1, 2021 by and between Thaihot and the Issuer (incorporated by reference to Exhibit 99.2 to the Issuer’s Form 6-K for the month of September 2021, as filed with the SEC on September 13, 2021).
4	Settlement Deed dated June 2, 2022 by and among Haitong, Everwin ,and Qisen Huang.
5	Form of Limited Recourse Guarantee effective as of August 4, 2022 by and between Thaihot and Haitong.
6	Form of Pledge Agreement effective as of August 4, 2022 by and between Thaihot and Haitong.
7	Form of Call Option Agreement effective as of August 4, 2022 by and between Thaihot and Haitong.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

THAIHOT INVESTMENT CO., LTD

Dated: September 5, 2023	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

TAHOE HEALTHCARE MANAGEMENT LIMITED

Dated: September 5, 2023	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

	GALAXY WEALTH INVESTMENT LIMITED
Dated: September 5, 2023	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

QISEN HUANG 

Dated: September 5, 2023	/s/ Qisen Huang
	Name: Qisen Huang

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SCHEDULE A-1

Information with Respect to

Executive Officers and Directors of the Undersigned

The following sets forth as to each of the executive officers (if any) and directors of the undersigned: his/her name; his/her business address; his/her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

Except as reported in Item 2(d) and (e) of this Schedule 13D, to the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

Thaihot Investment Co., Ltd

Unless otherwise specified, the principal employer of each such individual is Thaihot. The business address of Thaihot is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KYI-1205 Cayman Islands.

Name	Title	Citizenship
Qisen Huang	Director	China
Li Ye	Vice President	China

Tahoe Healthcare Management Limited

Unless otherwise specified, the principal employer of each such individual is Tahoe. The business address of Tahoe is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

Name	Title	Citizenship
Qisen Huang	Director	China

Galaxy Wealth Investment Limited

Unless otherwise specified, the principal employer of each such individual is Galaxy. The business address of Galaxy is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

Name	Title	Citizenship
Qisen Huang	Director	China

A-1

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

联合备案协议

This Joint Filing Agreement, dated as of September 5, 2022, is made by and among the persons named below. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, no par value, of Akumin Inc., a corporation incorporated in Ontario, Canada, and further agree that this Joint Filing Agreement be included as Exhibit 1 to such Schedule 13D. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

本联合备案协议由以下人士于2022年9月5日签订。根据《1934年证券交易法》修订版第13d-1(k)条，下述人士同意共同提交一份关于在加拿大安大略省成立的公司Akumin Inc.的普通股
（无面值）的报备，即Schedule 13d（包括其修订)，并进一步同意将本联合备案协议作为该Schedule 13D的附件1。本联合备案协议可签署任意数量的副本，所有副本共同构成同一份文件。

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the date and year first above written.

以下签字人已于文首所载日期签署本联合备案协议，以昭信守。

THAIHOT INVESTMENT CO., LTD

Dated: September 5, 2022	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

TAHOE HEALTHCARE MANAGEMENT LIMITED

Dated: September 5, 2022	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

GALAXY WEALTH INVESTMENT LIMITED

Dated: September 5, 2022	/s/ Qisen Huang
	Name: Qisen Huang
	Title:   Director

QISEN HUANG 

Dated: September 5, 2022	/s/ Qisen Huang
	Name: Qisen Huang

EX-99.4

Exhibit 4

 DATED THE 2^ND DAY OF JUNE 2022

Between

(1)       Haitong International Products & Solutions Limited (“Haitong PS”)

and

(2)       Everwin Enterprise (Hong Kong) Limited (“Everwin”)

and

(3)       Huang Qisen (“Mr Huang”)

DEED OF SETTLEMENT

THIS DEED OF SETTLEMENT (this “Deed”) is made on 2 June 2022

BETWEEN:

(1) Haitong International Products & Solutions Limited (“Haitong PS”), a limited liability company incorporated in the British Virgin Islands (“BVI”) with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands;

(2) Everwin Enterprise (Hong Kong) Limited (“Everwin”), a limited liability company duly incorporated and existing under the laws of Hong Kong with its registered address at 1/F, CMA Building, 64-66 Connaught Road, Central, Hong Kong;

(3) Huang Qisen (“Mr Huang”), an individual holding PRC ID card number 35010219650112047X and with his correspondence address at 2F, Olympic Mansion, No. 43 Hudong Road, Gulou District, Fuzhou City, Fujian Province, PRC; and

(the above are collectively referred to as the “Parties” and each a “Party”).

WHEREAS:

(A) On 27 October 2021, Haitong PS issued a winding up petition HCCW 395 of 2021 (the “Petition”) against Everwin for an alleged principal sum of USD207,117,551.17 plus interest under the USD Leveraged Notes (ISIN number XS2201672750), the Note Purchase Agreement dated 7 July 2020, the Side Letter Deed dated 7 July 2020, the Pricing Supplement dated 17 July 2020 executed between the Parties and the Programme Memorandum dated 30 March 2017 guaranteed by Haitong International Securities Group Limited (the Note Documents).

(B) On 28 July 2021, Haitong PS issued a Writ of Summons (as later amended on 2 August 2021) in the High Court Action against Mr Huang under the Personal Guarantee for USD196,195,975.22. On 20 November 2021, Haitong PS served on Mr Huang a Statement of Claim, in which Haitong PS claimed for payment of an allegedly outstanding amount of USD196,195,975.22 or alternatively, an allegedly outstanding amount of USD207,117,577.17 plus interests.

(C) The Parties now wish to effect a full and final settlement of all Claims (as defined below).

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THIS DEED WITNESSETH the terms of settlement as agreed among the Parties and stated herein below:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Deed, except to the extent the context requires otherwise:

“Affiliate” means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person, or any entity, directly or indirectly, under common control with the person. For this purpose, “control” of any person or entity means ownership of a majority, i.e., over 50%, of the voting power of the entity or person;

“Applicable Laws” means, with respect to any person, any and all applicable treaties, legislation, laws, regulations, codes, rules or rulings, orders or any form of decisions issued by, or requirements of, governmental, statutory, regulatory or supervisory bodies (including without limitation, any relevant stock exchange or securities council) or any court or tribunal with competent jurisdiction, whether in Hong Kong or elsewhere, as amended or modified from time to time, and to which such person is subject;

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments in Hong Kong, excluding any day in Hong Kong on which a typhoon signal number 8 or above or a “black” rainstorm warning is hoisted;

“Charges” means the Akumin Share Charge, the Tahoe Life Share Charge and the Tahoe Macau Share Charge;

“Claims” means any causes of action, proceedings, claims, counterclaims, rights, demands and set offs, of whatever nature and howsoever arising, whether secured or unsecured, proprietary, by way of tracing, priority or otherwise, whether by way of contribution or subrogation or otherwise, whether in Hong Kong or any other jurisdiction, whether or not presently known to the Parties or to the law, and whether in law or equity, that has been asserted or has arisen or may arise or hereafter can arise between the Tahoe Parties and Haitong PS arising out of or in connection with the Note Documents and the Personal Guarantee but shall exclude any claim arising out of any breach of this Deed;

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

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

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(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“Personal Guarantee” means the Guarantee executed by Mr Huang dated 7 July 2020 in favour of Haitong International Financial Solutions Limited, Haitong PS and Haitong International Securities Company Limited;

“High Court Action” means the High Court Action no.1136 of 2021;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Insurance Authority” means the Insurance Authority of Hong Kong, the Bermuda Monetary Authority and Monetary Authority of Macao;

“Note Documents” means USD Leveraged Notes (ISIN number XS2201672750), the Note Sale and Purchase Agreement dated 7 July 2020, the Side Letter Deed dated 7 July 2020, the Pricing Supplement dated 17 July 2020 executed between the Parties and the Programme Memorandum dated 30 March 2017;

“Ordinary Course of Business” means ordinary course of business consistent with past custom and practice (including with respect to quantity, amount and frequency);

“Petition” means the Petition in HCCW 395/2021;

“PRC” means the People’s Republic of China, and for the purposes of this Deed, reference to PRC shall exclude Hong Kong, Macau Special Administrative Region and Taiwan;

“Settlement Sum” means USD218,000,000;

“Tahoe Bonds” means the US$400,000,000 15.0% Senior Notes Due 2022 with ISIN number of XS2022228113 issued by Tahoe Group Global (Co.,) Limited and purchased by Haitong International Securities Company Limited;

“Tahoe Investment” means Tahoe Investment Group Company Limited;

“Tahoe Life” means Tahoe Life Insurance Company Limited;

“Tahoe Macau” means Tahoe Life Insurance Company (Macau) Limited;

“Tahoe Parties” means, collectively, Everwin and Mr Huang;

“Thaihot Bermuda” means Thaihot Investment (Bermuda) Company Limited;

“Thaihot Cayman” means Thaihot Investment Company Limited.

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1.2 In this Deed, a reference to:

(a) a “Clause” is to the clauses of this Deed, unless otherwise stated;

(b) “this Deed” shall include all amendments, additions and variations hereto agreed between the Parties from time to time;

(c) “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that person may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;

(d) words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders (male, female or neuter); and

(e) the use of the words “including” or “including without limitation” followed by one or more examples is intended to be illustrative and shall not be construed restrictively to limit the scope or extent of the description or term in respect of which the examples are provided.

1.3 The headings used herein are for reference only and shall not affect the construction of this Deed.

1.4 The terms of this Deed have been negotiated and agreed by the Parties, and any ambiguity in the language of this Deed shall not be construed in favour of or against any particular Party.

2 FULL AND FINAL SETTLEMENT

2.1 Upon the parties’ agreement to this Deed, either by their respective solicitors or otherwise, the Parties shall become bound by this Deed for the purpose of enforcing the terms and conditions to be performed.

2.2 Everwin and Mr Huang hereby agrees to pay the Settement Sum (i.e. USD218,000,000 ) to Haitong PS in full and final settlement of all of Haitong PS’ claims against Everwin and Mr Huang in the manner set out below and acknowledge to be debtors of the Settlement Sum:-

(a) 10% of the Settlement Sum shall be repaid within the 12 months after the parties’ agreement to this Deed, either by their respective solicitors or otherwise (i.e. USD21,800,000 ) (“1^st Instalment”);

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(b) 20% of the Settlement Sum shall be repaid within the 24 months after the parties’ agreement to this Deed, either by their respective solicitors or otherwise (i.e. USD43,600,000 ) (“2^nd Instalment”);

(c) 20% of the Settlement Sum shall be repaid within the 36 months after the parties’ agreement to this Deed, either by their respective solicitors or otherwise (i.e. USD43,600,000) (“3^rd Instalment”);

(d) 20% of the Settlement Sum shall be repaid within the 48 months after the parties’ agreement to this Deed, either by their respective solicitors or otherwise (i.e. USD43,600,000) (“4^th Instalment”); and

(e) All the remaining outstanding Settlement Sum shall be repaid within the 60 months after the parties’ agreement to this Deed, either by their respective solicitors or otherwise (i.e. USD65,400,000) (“5^th Instalment”).

For the avoidance of doubt, any repayment made by Everwin and Mr Huang shall be applied towards the settlement of the Settlement Sum in the following order: the 1^st Instalment, the 2^nd Instalment, the 3^rd Instalment, the 4th Instalment, and the 5^th Instalment.

Unless otherwise provided, the details of the bank account of Haitong PS for receiving any part or full payment of the Settlement Sum and any payment under this Deed are as follows:-

[Haitong PS’ bank account details]

2.3 From the time of the parties’ agreement to this Deed, either by their respective solicitors or otherwise:-

(a) The Tahoe Parties shall, within 14 days, (i) pay or procure a payment of USD5,000,000 to Haitong PS by way of solicitor’s cheque or cashier order, as partial satisfaction of the Settlement Sum (and for the avoidance of doubt, such payment shall be applied to towards settlement of the last Instalment of the outstanding Settlement Sum); and (ii) on top of the Settlement Sum pay HK$4,500,000 to Haitong PS by way of solicitor’s cheque or cashier order, as full and final satisfaction of Haitong PS’ Costs (as defined in Clause 3 below). Haitong PS shall undertake not to present any of the said solicitor’s cheques or cashier orders for payment until the Petition is withdrawn or the winding-up order is reversed, as the case maybe, and the High Court Aciton is discontinued.

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(b) The Tahoe Parties shall, within 14 days, provide Messrs. DLA Piper Hong Kong (solicitors for Haitong PS) (“DLAP”) with the following charge(s) created in favour of Haitong PS upon DLAP’s undertaking not to release the same until all the necessary conditions set out in Clause 2.4(d)(i) and (ii) below have been fulfilled and the date and number of shares are inserted in accordance with Clause 2.4(d)(i) and (ii) below:-

(i) an undated charge(s) duly executed over all Tahoe Life shares held by Thaihot Bermuda from time to time after the completion of the Sale (as defined in Clause 2.4) (“Tahoe Life Share Charge”) (with the number of Tahoe Life shares being left blank and to be filled out with the number of all Tahoe Life shares held by Thaihot Bermuda at the time upon completion of the Sale) in the form as set out in Appendix I, and all the documents set out in Clause 2.2 of the Tahoe Life Share Charge. The Tahoe Life Share Charge(s) shall contain a term that it only takes effect upon the grant of all necessary approval (if so required) by the Insurance Authority and the discharge of the injunction order(s) in HCMP 2301/2020 granted in favour of National Trust Ltd. against any or all of the defendants listed therein dated 24 December 2020, as amended by the Order of the Honourable Madam Justice Marlene Ng on 4 January 2021 and as varied by the Order of the Honourable Mr. Justice Keith Yeung dated 24 September 2021 (the “Injunction Order”). Everwin shall strictly comply with and shall procure Thaihot Bermuda to strictly comply with, and not to be in breach of the terms of the Tahoe Life Share Charge.

(ii) an undated charge(s) duly executed over Tahoe Macau shares held by Thaihot Bermuda from time to time (“Tahoe Macau Share Charge”), in the form as set out in Appendix VIII in favour of Haitong PS (with the date being left blank and to be filled out in accordance with Clause 2.4(d)(i) and (ii) below) and all the documents set out in Clause 2.3 of the Tahoe Macau Share Charge. The Tahoe Macau Share Charge shall contain a term that it only takes effect upon the grant of all necessary appro,val (if so required) by the Insurance Authority and the discharge of the Injunction Order. Everwin shall strictly comply with and shall procure Thaihot Bermuda to strictly comply with, and not to be in breach of the terms of the Tahoe Macau Share Charge.

(c) The Tahoe Parties shall, within 14 days deliver to Haitong PS (i) a limited recourse guarantee (“Limited Guarantee”) executed by Thaihot Cayman in favour of Haitong PS as security for Everwin’s payment of the Settlement Sum (the liability of Thaihot Cayman being limited to the Akumin Share Charge as hereinafter defined), (ii) a share charge (“Akumin Share Charge”) over 14,223,570 common shares in Akumin Inc. (NASDAQ/TSX: AKU) (the “Akumin Shares”) as security for the Limited Guarantee, (iii) a call option over the Akumin Shares in favour of Haitong PS (the “Akumin Call Option”) executed by Thaihot Cayman in the form as set out in Appendix II, III and IV respectively and, within 21 days, procure for perfection of Haitong PS’s security interest in the Akumin Shares and Akumin Call Option either by (X) delivering the power of attorney in blank in form and substance satisfactory to Haitong PS with respect to any certificated Akumin Shares and security certificates representing such certificated Akumin Shares to Haitong PS or (Y) procuring Thaihot Cayman and TSX Trust, being the custodian of the Akumin Shares, to enter into a securities account control agreement on terms to the satisfaction of Haitong PS and delivering the same to Haitong PS, and deliver to Haitong PS a legal opinion from a practising Canadian law firm confirming that the Akumin Share Charge constitutes a valid, binding and enforceable 1^st ranking pledge over the Akumin Shares granted by Thaihot Cayman in favour of Haitong PS and on the perfection of the security interests created by the pledge and the 1st ranking position of such security interest and that the Limited Guarantee and the Akumin Call Option are valid, binding and enforceable under the Laws of the Province of Ontario and the federal laws of Canada applicable therein in a form and substance satisfactory to Haitong PS. Everwin shall strictly comply with and shall procure Thaihot Cayman to strictly comply with, and not to be in breach of the terms of the Limited Guarantee, Akumin Share Charge and Akumin Call Option.

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The Akumin Call Option shall contain, inter alia, the following terms:

(i) The Akumin Call Option shall be exercisable after the first 24 months from the date it was executed.

(ii) Haitong PS shall be entitled to acquire Akumin Shares at the price equal to (A) the prevailing market price as listed in NASDAQ on the date Haitong PS delivers to Thaithot Cayman an exercise notice plus a 10% premium, or (B) US$35,000,000, whichever is the higher.

(iii) Any consideration to be paid by Haitong PS under the Akumin Call Option shall be applied towards settlement of the Settlement Sum according to the order as set out in Clause 2.2 above by way of setoff.

(iv) At the time of completion for Haitong PS’s exercise of the call option, Haitong PS shall execute and deliver Deed(s) of Release in respect of the Akumin Share Charge and Limited Guarantee in a form to the reasonable satisfaction of the Tahoe Parties.

(d) The Tahoe Parties shall, within 14 days, deliver to Haitong PS a subordination agreement (the “Subordination Agreement”) duly executed by Tahoe Investment and Thaihot Cayman in the form as set out in Appendix V that any debt due and owing by Everwin to each of Tahoe Investment and Thaihot Cayman, shall be subordinated to the Settlement Sum and Haitong PS. Everwin shall strictly comply with and shall procure Tahoe Investment and Thaihot Cayman to strictly comply with, and not to be in breach of, the Subordination Agreement. For the avoidance of doubt, any debt due and owing by Everwin to Tahoe Life and Tahoe Macau shall not be subordinated.

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(e) Haitong PS shall immediately deliver to the Tahoe Parties, a consent summons in the form as set out in Appendix VI and take all such further steps necessary to withdraw the Petition with no order as to costs (save that the costs of the Official Receiver be paid out of the Petitioner’s deposit) and a consent summons in the form as set out in Appendix VII and take all such steps necessary to discontinue the High Court Action with no order as to costs. In the event that Everwin is wound up by the Court, or that the Court makes a winding up order despite a settlement being reached between the parties, the parties shall make joint application to the Court for reversal of the winding-up order within 7 days from the date of the winding up order. In the event that the parties are unable to reverse the winding-up order within 14 days from the date of the application for reversal or a later date to be agreed between the parties, this deed shall be terminated and not take effect, save that the Parties’ obligations and the benefits provided under this deed shall be reversed and the Parties shall take all such necessary steps to effect the reversal which, for the avoidance of doubt, includes but is not limited to the following:-

(i) Haitong PS shall procure DLAP to return the solicitors’ cheque or cashier order (referred to in clause 2.3(a) above) to the Tahoe Parties’ Solicitors (King & Wood Mallesons) without deduction or set-off;

(ii) Haitong PS shall return and/or procure DLAP to return the Tahoe Life Share Charge together with the documents set out in clause 2.2 of the Tahoe Life Share charge, the Subordination Agreement, Tahoe Macau Share Charge and all the documents set out in Clause 2.3 of the Tahoe Macau Share Charge, the Limited Guarantee, the Akumin Share Charge (and related documents) and the Akumin Call Option, and deliver a deed of release in respect of these documents to the reasonable satisfaction of the Tahoe Parties and to cooperate with Tahoe Parties to withdraw the registration of the Akumin Share Charge.

(f) The Tahoe Parties shall, within 14 days, file an application for the registration of the Akumin Share Charge (and bear such costs), which shall be completed within a reasonable period, and provide registration proof to Haitong PS to its satisfaction.

2.4 The Tahoe Parties shall procure their interests in Tahoe Life to be sold (the “Sale”) subject to the following conditions:-

(a) The sale price of the shares in Tahoe Life shall be an amount where the total valuation of all the shares in Tahoe Life are valued at no less than HKD 4,300,000,000, unless with the consent of Haitong PS, which should not be unreasonably withheld.

(b) Upon Thaihot Bermuda selling its shares in Tahoe Life, in respect of the proceeds of such a sale, the first RMB2.95 billion shall be paid into Court pursuant to the Injunction Order. Any additional proceeds up to an amount equivalent to the then outstanding balance of the Settlement Sum (the “Additional Proceeds”) shall be paid to an escrow account approved by Haitong PS (the “Escrow Account”), which shall be subject to an escrow agreement between the Tahoe Parties, Haitong PS and a Haitong PS’s Affiliate being appointed by Haitong PS as the escrow agent (“Haitong Escrow Agent”) giving effect to such arrangement on terms to the reasonable satisfaction of Haitong PS (the “Escrow Agreement”). Tahoe Parties shall enter into the Escrow Agreement no more than 14 Business Days before the execution of the share purchase agreement for the Sale (the “Sale and Purchase Agreement”).

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(c) The Escrow Agreement shall contain provisions whereby within 5 Business Days from the remittance of the Additional Proceeds in the Escrow Account, an amount out of the Additional Proceeds up to the outstanding balance of the Settlement Sum in clear funds and without any set-off, withholding or other reduction shall be paid out by the Haitong Escrow Agent from the Escrow Account to a bank account designated by Haitong PS to the extent that the relevant KYC and AML requirements are completed to the satisfaction of the Haitong Escrow Agent in satisfaction or partial satisfaction of the Settlement Sum.

(d) Subject to the discharge of the Injunction Order and the grant of all necessary approval by the corresponding Insurance Authority (if so required) or otherwise any confirmation/ indication by the Insurance Authority that the Relevant IA Approval(s) (as defined below) applicable to the Tahoe Life Share Charge and/or the Tahoe Macau Share Charge is not necessary:-

(i) Upon completion of the Sale, if the Tahoe Parties still have any shares in Tahoe Life and Tahoe Macau, either held by them directly or indirectly through Thaihot Bermuda or otherwise, the Tahoe Parties shall agree to have the Tahoe Life Share Charge and the Tahoe Macau Share Charge dated by DLAP and have the number of Tahoe Life Shares in the Tahoe Life Share Charge(s) and the number of Tahoe Macau Shares in the Tahoe Macau Share Charge filled out by DLAP (if applicable).

(ii) If the Tahoe Parties still hold any shares in Tahoe Life and Tahoe Macau, either held by them directly or indirectly through Thaihot Bermuda or otherwise, upon completion of the Sale, within 14 days after receipt of the duly executed and dated version of the Tahoe Life Share Charge and the Tahoe Macau Share Charge, Tahoe Parties shall file an application for registration of the Tahoe Life Share Charge (and, if applicable the Tahoe Macau Share Charge) (such costs to be borne by the Tahoe Parties), which shall be completed within a reasonable period, and provide registration proof to Haitong PS to its satisfaction.

(e) Before the Sale, the Tahoe Parties shall promptly inform and permit Haitong PS to inform, any potential buyers who has expressed an interest in participating in the Sale, of Tahoe Parties’ obligations under this Clause 2.4, and ensure that the obligation to pay the Additional Proceeds into the Escrow Account be made a requirement to be fulfilled upon completion by the parties under the Sale and Purchase Agreement. Tahoe Parties shall provide Haitong PS with a copy of the executed version of the Sale and Purchase Agreement within 7 days after its execution.

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2.5 Save as expressly agreed between the Parties in this Deed or otherwise agreed in writing, the Parties agree that before the full payment of the Settlement Sum by Everwin and Mr Huang to Haitong PS, Everwin and Mr Huang shall procure, and ensure Everwin and its subsidiaries, either directly or indirectly held, not to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, transfer or dispose of any assets (including but not limited to the Tahoe Parties’ and their subsidiaries’ interest in Tahoe Life) except:

(a) for transactions necessary to be entered into by Tahoe Life and/or Tahoe Macau in the Ordinary Course of Business of Tahoe Life and/or Tahoe Macau provided that all the proceeds of such transactions are to be retained within Tahoe Life and/or Tahoe Macau, as the case maybe, as working capital;

(b) for a sale of Tahoe Parties’ and their subsidiaries’ existing interest in Tahoe Macau where all proceeds from such sale would only be applied towards reducing the Settlement Sum in accordance with Clause 2.2 of this Deed; or

(c) for the purpose of the Sale as contemplated under this Deed.

For the avoidance of doubt, allotment of issue of new shares by Tahoe Life shall not be considered as sell, transfer or disposal of asset under this Clause.

2.6 Everwin undertakes not to increase or incur any additional indebtedness due and owing by it to Tahoe Life (in whatever nature) by a sum of HK$55,000,000 per year from the date of the parties’ agreement to this Deed, either by their respective solicitors or otherwise until the Settlement Sum being fully discharged.

2.7 (a) Tahoe Parties shall keep Haitong PS informed of the latest development of HCMP 2301/2020 and any events relevant thereto.

(b) In the event that HCMP 2301/2020 is disposed of in the favour of Tahoe Investment, Everwin and/or Thaihot Bermuda (“2301 Defendants”), or that any part of the RMB2.95 billion paid into the Court pursuant to the Injunction Order or any part thereof can be released to any of the 2301 Defenadnts for whatever reason, Tahoe Parties shall procure such funds (with a cap of USD70million) be paid to Haitong PS directly for settlement of any outstanding Settlement Sum forthwith, irrespective of the timetable as set out in Clause 2.2 above. For the avoidance of doubt, after applying the RMB 2.95 billion or any part thereof for settlement of the Settlement Sum, any outstanding Settlement Sum shall remain to be payable according to the timetable as set out in Clause 2.2 above.

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The Tahoe Parties shall procure the 2301 Defendants to promptly notify Haitong PS of details of any judgment made or settlement reached in respect of HCMP 2301/2020 with supporting documents, and to promptly provide Haitong PS with all information/ documents in relation to HCMP2301/2020 as per the reasonable request by Haitong PS.

(c) While the Settlement Sum is still outstanding, Everwin shall provide Haitong PS with its quarterly management accounts as confirmed and signed by its director with a statement certifiying the amounts of the total indebtedness owed by Everwin to Tahoe Investment, Thaihot Cayman, Tahoe Life and Tahoe Macau respectively within 30 days from the end of the relevant quarter. Everwin shall, and shall procure Tahoe Life to, provide Haitong PS with the yearly audited financial statements of Tahoe Life within 7 days after the same is made available to Tahoe Life by its auditor (unless Everwin can no longer obtain Tahoe Life’s yearly audited financial statements after the Sale).

2.8 Upon the Settlement Sum being fully discharged, Haitong PS shall, within 14 days:-

(a) unconditionally execute Deed(s) of Release in respect of the Charges, the Limited Guarantee in a form to the reasonable satisfaction of the Tahoe Parties; and

(b) deliver the Tahoe Bonds (in the meantime, any payments, principal payments, coupon payments, interest and/or other benefits derived from the Tahoe Bonds shall be applied to repay any outstanding Settlement Sum pursuant to Clause 2.2 hereof) to Everwin. During the period between the parties’ agreement to this Deed and the Tahoe Bonds being delivered to Everwin pursuant to this clause, Haitong PS shall commence no legal action to enforce the Tahoe Bonds (to the extent that there is any default under the Tahoe Bonds) and agree to any restructuring proposal relating to or in respect of any Tahoe Bonds to be applicable to Haitong International Securities Company Limited or Haitong PS provided that i) no Event of Default has occurred and ii) the terms of any such restructuring proposal relating to or in respect of any Tahoe Bonds to be applicable to Haitong International Securities Company Limited, Haitong PS as holder of the Tahoe Bonds would not be worse than those of the restructuring proposal(s) offered to any holders of any of the offshore bonds issued by Tahoe Group Global Company Limited in respect of the restructuring proposal(s).

2.9 The Tahoe Parties shall use their best endeavour to do or to procure any third party to do whatever necessary for obtaining any necessary approval from the Insurance Authority (including the approval(s) as referred to in Clause 2.3(b) and/or Clause 2.4(d) above) for the purposes of giving effect to Tahoe Life Share Charge and/or Tahoe Macau Share Charge (the “Relevant IA Approval(s)”) (insofar as there are any remaining shares after the Sale) not less than two weeks before completion of the Sale. Haitong PS shall use their best endeavour to do or to procure any third party to do whatever necessary and/or to cooperate with any of the Tahoe Parties for obtaining the Relevant IA Approval(s). Haitong PS hereby acknowledges that no assurance is given by any of the Tahoe Parties that the Relevant IA Approval(s) will all be obtained.

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2.10 In the event that any of the following events happens, and irrespective of whether the same is continuing:

(a) issue of new shares in Tahoe Life and/or Tahoe Macau or other corporate activities having effect of diluting the Tahoe Parties’ interest, either direct interest or indirect interest, in Tahoe Life and/or Tahoe Macau except with prior consent of Haitong PS or for Tahoe Life where (i) the subscription price of each issued new share by Tahoe Life is more than an amount calculated on the basis that the valuation of the shares representing the entire share capital of Tahoe Life (before such issue of new shares) is no less than HKD3,000,000,000 and (ii) all proceeds of the new shares are used (or to be used) as working capital of Tahoe Life;

(b) issue of convertible and/or exchangeable bonds by Tahoe Life and/or Thaihot Bermuda except with prior consent of Haitong PS or where (i) (if issued by Tahoe Life) the valuation of the shares representing the entire share capital of Tahoe Life (upon any conversion at maturity) is no less than HKD3,000,000,000, or (if issued by Thaihot Bermuda) the valuation of the shares representing the entire share capital of Thaihot Bermuda (upon any conversion at maturity) is no less than HKD3,200,000,000; and (ii) all proceeds of the convertible and/or exchangeable bonds are used (or to be used) as working capital of Tahoe Life or otherwise injected into Tahoe Life.

(c) a legally binding Sale and Purchase Agreement has not been entered into in respect of the Sale within 30 months from date of the parties’ agreement to this Deed, either by their respective solicitors or otherwise; or

(d) the Tahoe Parties are in breach of any of Clause 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 of this Deed,

(collectively the “Event(s) of Default”)

the outstanding Settlement Sum shall become due and payable by Everwin to Haitong PS immediately and in respect of all amounts outstanding, default interest shall be payable by Everwin to Haitong PS at the rate of 8% per annum from the date the Event(s) of Default has occurred until the date of actual payment in full thereof, and in such event, Haitong PS may, without limitation,(but is not be obliged):-

i. terminate this Deed

ii. take any actions to enforce the Tahoe Bonds (for the avoidance of doubt, any payments, principal payments, coupon payments, interest and/or other benefits derived by Haitong PS under the Tahoe Bonds including any sums recovered in enforcement actions shall be applied towards reducing the Settlement Sum);

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iii. suspend any of its obligations to forbear its rights during the period between the parties’ agreement to this Deed, either by their respective solicitors or otherwise, and the Tahoe Bonds being delivered to Everwin pursuant to Clause 2.8(b).

iv. change, revoke, amend, or withdraw any votes or election cast in any restructuring proposal relating to or in respect of the Tahoe Bonds referred to in Clause 2.8 above (if legally permissible under the laws governing the relevant restructuring proposal).

3 COSTS

3.1 The Tahoe Parties shall bear their own legal costs. Everwin agrees to pay a sum of HK$4,500,000 in the manner set out in Clause 2.3(a) above, in full and final satisfaction of all of Haitong PS’s claim for costs, fees and expenses incurred by Haitong PS relating to and/or in connection with Haitong PS’s claims under the High Court Action and/or the Petition, including but not limited to the legal fees incurred for Petition, High Court Action and the Injunction Application in HCMP 1606/2021 (“Haitong PS’ Costs”).

4 REPRESENTATIONS AND WARRANTIES

4.1 Each Party warrants and represents to the other Parties, severally but not jointly that:

(a) it has not sold, transferred, assigned or otherwise disposed of its interest in the Claims as of the date of the parties’ agreement to this Deed, either by their respective solicitors or otherwise;

(b) this Deed constitutes its legal, valid and binding obligation and that it has the full capacity, right, power and authority to enter into, deliver and perform this Deed;

(c) all necessary approvals and authorisations have been obtained and resolutions passed authorising it to duly enter into and to perform the agreements contained in this Deed;

(d) it has taken independent legal, regulatory and compliance advice as to the terms and effect of this Deed and enters into this Deed on the basis of such advice; and

(e) the decision to enter into this Deed is its independent decision without the operation of any duress, influence or other coercion from any Party to this Deed or any third party.

4.2 Each signatory to this Deed warrants that they have full authority to enter into this Deed and bind the Party they represent.

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4.3 In addition, Everwin represents and warrants to Haitong PS that:

(a) As at the date of the parties’ agreement to this Deed, either by their respective solicitors or otherwise, Everwin, either in the capacity of a primary obligor or a secondary obligor (including but not limited to a guarantor) and in whatever form, has no creditors other than Haitong PS, Tahoe Investment, Thaihot Cayman, Tahoe Life, Tahoe Macau and possibly, The National Trust Limited, and the total indebtedness owed by Everwin, either in the capacity of a primary obligor or a secondary obligor (including but not limited to a guarantor) and in whatever form, to Tahoe Investment, Thaihot Cayman, Tahoe Life and Tahoe Macau is no more than HKD4,603,000,000, HKD1,500,000, HKD211,200,000 and HKD1,800,000 respectively.

(b) The Injunction Order in HCMP 2301/2020 is still in force and not discharged or varied.

(c) Save as expressly agreed between the Parties in this Deed or otherwise agreed in writing, and except for the loan undertakings purportedly made by Everwin and Thaihot Bermuda referred to in HCMP 2301/2020 and/or the underlying PRC legal proceedings (2020)京 04 ⺠初 327 号 in respect of HCMP 2301/2020 (insofar as it is considered to be securities) and/or any other purported securities relied upon by the National Trust Ltd in HCMP 2301/2020 and/or the underlying PRC legal proceedings (2020) 京 04 ⺠初 327 号 in respect of HCMP 2301/2020 (if any) which are said to have existed before the date of this Deed, Everwin agrees to procure and ensure Everwin and its subsidiaries, either directly or indirectly held, not to create or permit to subsist any Security over any of its/his/their assets (either directly or indirectly held) including but not limited to the interest in Tahoe Life.

(d) Save as expressly agreed between the Parties in this Deed or otherwise agreed in writing, Everwin agrees to procure and ensure Everwin and its subsidiaries (either directly or indirectly held) not to :-

(i) enter into any amalgamation, demerger, merger or corporate reconstruction, except with prior written consents given by Haitong PS;

(ii) acquire any company, business, assets or undertaking or make any investment, except for such acquisition necessary to be made by Tahoe Life or Tahoe Macau in their Ordinary Course of Business or with prior consents given by Haitong PS; and

(iii) make any loans, grant any credit or give any guarantee or indemnity (except as required pursuant to the Sale or with prior consents given by Haitong PS) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person except for any loans or credit, or any guarantee or indemnity necessary to be made, granted or given by Tahoe Life or Tahoe Macau in their Ordinary Course of Business or with prior written consents given by Haitong PS; and

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(iv) (subject to Clause 2.6 and 4.3(d)(iii)) incur any Financial Indebtedness, except with prior written consents given by Haitong PS.

(v) For the avoidance of doubt and notwithstanding any other term in this Deed, Tahoe Life may issue new shares and/or undertake other corporate activities having the effect of diluting the Tahoe Parties’ interest, either direct interest or indirect interest, in Tahoe Life and/or Tahoe Macau so long as (i) the subscription price of each issued new share by Tahoe Life is more than an amount calculated on the basis that the valuation of the shares representing the entire share capital of Tahoe Life (before such issue of new shares) is no less than HKD3,000,000,000 and (ii) all proceeds of the new shares are used (or to be used) as working capital of Tahoe Life.

(vi) For the avoidance of doubt and notwithstanding any other term in this Deed, Tahoe Life may issue convertible and/or exchangeable bonds so long as (i) the valuation of the shares representing the entire share capital of Tahoe Life (upon any conversion at maturity) is no less than HKD3,000,000,000; and (ii) all proceeds of the convertible and/or exchangeable bonds are used (or to be used) as working capital of Tahoe Life.

(vii) For the avoidance of doubt and notwithstanding any other term in this Deed, Thaihot Bermuda may issue convertible and/or exchangeable bonds so long as (i) the valuation of the shares representing the entire share capital of Tahoe Life (upon any conversion at maturity) is no less than HKD3,200,000,000; and (ii) all proceeds of the convertible and/or exchangeable bonds are used (or to be used) as working capital of Tahoe Life or otherwise injected into Tahoe Life.

(e) Except with the consent of Haitong PS, Everwin shall not declare any dividends to its shareholder(s).

4.4 The warranties, representations and undertakings in Clause 4.3 (except Clause 4.3(b)) above shall remain in full force from the date of the parties’ agreement to this Deed, either by their respective solicitors or otherwise, for so long as any of the Settlement Sum remains outstanding.

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5 FINAL AGREEMENT

Subject to and upon full payment of the Settlement Sum pursuant to this Deed:

(a) This Deed is made in full and final resolution of all Claims.

(b) Except as provided in this Deed, any and all Claims asserted, or which, now or hereafter, may be asserted by Haitong PS against the Tahoe Parties under the Note Documents and the Personal Guarantee are hereby irrevocably and unconditionally discharged, released and waived absolutely and in its entirety.

(c) The Parties acknowledge and agree that the terms of the foregoing release contained in this Deed are understood and voluntarily accepted without duress or coercion, economic or otherwise, and the Parties have obtained independent legal advice and have received sufficient information to intelligently exercise their own judgment regarding the terms of the foregoing release before executing this Deed.

6 AGREEMENT NOT TO SUE

Subject to and upon full payment of the Settlement Sum pursuant to this Deed, Haitong PS agrees not to sue, commence, voluntarily aid in any way, prosecute against the Tahoe Parties any action, claim, suit or other proceeding arising out of or in any way connected with the Claims in any jurisdiction whatsoever. For the avoidance of doubt, this Clause 6 shall not apply to any claims in respect of any breach of this Deed.

7 INDEMNITY

In the event of a breach by any Party that causes the other Parties or any other Party to raise any claims or commence any proceedings in respect of any of the Claims in the future, the defaulting Party shall indemnify such other Parties/Party for any costs and damages arising out of the claims or proceedings they/it raised or commenced (including all legal expenses paid by such other Parties/Party for recovering compensation).

8 NO ADMISSION

This settlement is to be strictly on a ‘without admission of liability’ basis and nothing in this Deed or anything done pursuant to this Deed or any related document shall be construed as constituting an admission of any liability or wrongdoing whatsoever by any of the Parties or be admissible in any proceedings as evidence of liability or wrongdoing by any of the Parties.

9 CONFIDENTIALITY

9.1 The terms of this Deed and its very existence, and the substance of all negotiations in connection with it (“the Confidential Information”), are confidential. A Party shall not disclose the Confidential Information to, or otherwise communicate them to, any third party without the prior written consent of the other Parties to the Deed, provided however that one Party is entitled to disclose the Confidential Information without the need of consent from other Parties in the following situations:

(a) to disclose the Confidential Information to the such Party’s head office or any of its Affiliates, its professional advisers, officers, directors, employees, auditors, insurers, lawyers, regulators and other persons providing services to it on terms which preserve confidentiality;

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(b) to disclose the Confidential Information to the Insurance Authority;

(c) to pursue any and all claims under this Deed against such other Party(ies); and

(d) as far as necessary as required by law, government agency or a court order in order to implement and enforce any terms of this Deed.

9.2 The confidential obligations on the Parties shall survive the termination of this Deed.

10 SEVERABILITY

If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Deed.

11 THE PARTIES

11.1 All references to a Party shall include any successor in title, parent, assignee, subsidiaries, transferees, representatives, principals, agents, officers or directors (past, present or future).

11.2 The Parties agree not to do any act (or authorise, procure or permit the doing of any act) the intention of which is to seek to frustrate or circumvent the terms of this Deed.

12 ENTIRE AGREEMENT

12.1 This Deed constitutes the whole and only agreement between the Parties relating to the subject matter of this Deed and supersedes all prior agreements, representations or communications concerning such subject matter under this Deed, whether written or verbal.

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12.2 Each Party acknowledges that in entering into this Deed it is not relying upon any pre-contractual statement which is not set out in this Deed.

12.3 Except in the case of fraud, no Party shall have any right of action against any other Party to this Deed arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Deed.

13 ASSIGNMENT

13.1 Haitong PS may not assign their rights nor transfer their obligations under this Deed to any person without the consent of Everwin which shall not be unreasonably withheld.

13.2 Everwin may not assign any of their rights or obligations under this Deed to any person without the consent of Haitong PS which shall not be unreasonably withheld.

13.3 This Deed shall be binding upon any successor or assign of each Party hereto, including, without prejudice, to the generality of the foregoing, any reorganised Parties.

14 VARIATION

Other than as expressly provided elsewhere in this Deed, no variation of this Deed or any other documents in the agreed form shall be valid unless in writing and signed by or on behalf of each of the Parties.

15 WAIVER

No waiver of any breach or non-fulfilment by the Parties of any provision of this Deed shall be deemed to be waiver of any subsequent or other breach of that or any other provision and no failure by a Party to exercise or delay in exercising any right or remedy under the Deed shall constitute a waiver of such right or remedy by that Party. No single or partial exercise by that Party of any right or remedy under the Deed shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies of the Parties are cumulative and are not exclusive of any rights and remedies provided by law.

16 NOTICES

16.1 Any notice, request or other communication to be given under this Deed, or to be given in connection with any legal proceedings under this Deed (except for service of such proceedings), to any Party shall be in writing and in English and will be properly given if delivered or sent by post, by fax, by hand or by email to their addresses as stated below or such other address as each Party may have notified to the other Parties in writing five (5) Business Days in advance:

Everwin Enterprise (Hong Kong) Limited 

Address: 1/F, CMA Building, 64-66 Connaught Road, Central, Hong Kong

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Haitong International Products & Solutions Limited

Address: 22/F Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong.

Mr Huang Qisen

Address: c/o Everwin Enterprise (Hong Kong) Limited of 1/F, CMA Building, 64-66 Connaught Road, Central, Hong Kong

16.2 Proof of posting or despatch of any notice or communication shall be deemed to be proof of receipt:

(a) if it is personally delivered, at the time of delivery and duly acknowledged;

(b) if it is by email or by fax, at the time of delivery; or

(c) in the case of a letter sent by post, on the third Business Day after posting.

17 COUNTERPARTS

This Deed may be executed in any number of counterparts, and any Party may execute this Deed by signing any counterpart. Each counterpart, when duly exchanged or delivered, is an original, but all counterparts shall together constitute and take effect as one and the same document.

18 THIRD PARTIES

Any person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623) to enforce or to enjoy the benefit of any term of this Deed or at all.

19 GOVERNING LAW AND JURISDICTION

19.1 This Deed (and any non-contractual claims arising out of or in connection with it) shall be governed by and construed in accordance with Hong Kong law.

19.2 Any dispute or claim arising out of or in connection with this Deed or its subject matter or formation (including any non-contractual dispute or claim) shall be subject to the exclusive jurisdiction of the courts of Hong Kong and the Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for these purposes.

(The remainder of this page is intentionally left blank.)

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IN WITNESS WHEREOF the Parties hereto have hereunto executed this Deed the day and year first above-mentioned.

SIGNED SEALED and DELIVERED	)
on behalf of Haitong International	)
Products & Solutions Limited by:-	)

Signature
	Director/Authorised signatory

in the presence of :-
	Witness Signature
	Witness Name
	Witness Address

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IN WITNESS WHEREOF the Parties hereto have hereunto executed this Deed the day and year first above-mentioned.

SIGNED SEALED and DELIVERED	)
on behalf of Everwin Enterprise	)
(Hong Kong) Limited by:-	)

Signature
	Director/Authorised signatory

in the presence of :-
	Witness Signature	/s/ Li Jinpeng
	Witness Name	Li Jinpeng
	Witness Address	7/F, Olympic Building, No. 43 Hudong Road, Fuzhon, Fujian Province, PRC.

 

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IN WITNESS WHEREOF the Parties hereto have hereunto executed this Deed the day and year first above-mentioned.

SIGNED SEALED and DELIVERED	)
by YE LI (authorised attorney of	)
HUANG QISEN:-	)

Signature 

in the presence of :-
	Witness Signature	/s/ Li Jinpeng
	Witness Name	Li Jinpeng
	Witness Address	7/F, Olympic Building, No. 43 Hudong Road, Fuzhon, Fujian Province, PRC.

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EX-99.5

Exhibit 5

Appendix II

Form of Limited Recourse Guarantee

LIMITED RECOURSE GUARANTEE

This Agreement is made on _______________________ 2022.

TO: Haitong International Products & Solutions Limited (the “Creditor”), a limited liability company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

RECITALS:

A. Everwin Enterprise (Hong Kong) Limited, a limited liability company duly incorporated and existing under the laws of Hong Kong with its registered address at 1/F, CMA Building, 64-66 Connaught Road, Central, Hong Kong and Mr. Huang Qisen (together, the “Debtors”) and the Creditor are parties to a deed of settlement dated as of the date hereof (as amended, supplemented, restated or replaced from time to time, the “Deed”).

B. It is in the interests of Thaihot Investment Company Limited, an exempted company incorporated in the Cayman Islands with Limited Liability with its registered address at Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands (the “Guarantor”) that the Creditor agree to enter into the Deed with the Debtors, and the Guarantor is therefore prepared to issue this Agreement to the Creditor in order to induce the Creditor to do so.

For good and valuable consideration, the receipt and adequacy of which are acknowledged by the Guarantor, the Guarantor agrees with and in favour of the Creditor as follows:

1. Definitions. In this Agreement capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Deed, and the following terms have the following meanings:

“Agreement” means this agreement, including the recitals to this agreement, as it or they may be amended, supplemented, restated or replaced from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular section or other portion of this Agreement.

“Debtor Liabilities” means the liabilities and obligations of the Debtors to the Creditor under the Deed including fees, costs, expenses (including, without limitation, fees and expenses of counsel incurred by the Creditor in enforcing any rights under the Deed).

“Governmental Authority” means the government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements.

Thaihot Cayman Guarantee of Everwin

“Guarantor Liabilities” means all liabilities and obligations of the Guarantor to the Creditor under this Agreement.

“Laws” means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on or affecting the Person referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority); and “Law” means any one or more of the foregoing.

“Loan Documents” means the Note Documents (as defined in the Deed), the Deed, the Pledge Agreement, this Agreement, and all other agreements, documents, certificates and instruments executed and delivered to the Creditor and the Debtors, or any of them, by any Loan Party in connection therewith.

“Loan Party” means any Person that is a party to the Loan Documents.

“Person” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, Governmental Authority or other entity.

“Pledge Agreement” means the pledge agreement dated as of the date hereof by the Guarantor in favour of the Creditor, as amended, restated, supplemented or otherwise modified from time to time.

2. Guarantee. Subject to Section 3 below, the Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance to the Creditor, of all Debtor Liabilities when due in accordance with their terms. All amounts payable by the Guarantor under this Agreement shall be paid to the Creditor at the address of the Creditor shown above or as otherwise directed in writing by the Creditor. The Guarantor hereby unconditionally and irrevocably, until the date the Guarantor is released from this Agreement in accordance with its terms, agrees with the Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Debtors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Section 2 if the amount claimed had been recoverable on the basis of a guarantee.

Thaihot Cayman Guarantee of Everwin

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3. Limited Recourse. Notwithstanding any other provision hereof, the only remedy that the Creditor shall have against the Guarantor hereunder in the event of non-payment by the Guarantor of the Guarantor Liabilities is to realize upon the Collateral, as such term is defined in the Pledge Agreement. For greater certainty, it is hereby declared that the Creditor shall in no circumstance have any right of payment from the Guarantor hereunder independent of the foregoing. The foregoing: (a) does not constitute a waiver, release or discharge of the Debtor Liabilities, the Guarantor Liabilities or any portion thereof, and (b) does not limit or restrict the right of the Creditor to name the Guarantor as a defendant in any action, suit for judicial foreclosure or for the exercise of any other remedy under or in connection with this Agreement so long as no judgement in the nature of money or deficiency judgement shall be enforced against the Guarantor out of any of its property, assets or undertaking other than the Collateral.

4. Guarantor Liabilities. Subject to Section 3 above, the Guarantor Liabilities are continuing, absolute, unconditional and irrevocable. The Guarantor Liabilities shall remain effective despite, and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, anything done, omitted to be done, suffered or permitted by the Creditor, either Debtor or any other Person, or by any other matter, act, omission, circumstance, development or other thing of any nature, kind or description, other than the due payment and performance in full of all of the Debtor Liabilities and all of the Guarantor Liabilities.

5. Continuing Guarantee. This Agreement is a continuing guarantee and is binding as a continuing obligation of the Guarantor and the Debtor Liabilities shall be conclusively presumed to have been created in reliance on this Agreement. The Guarantor may not in any manner terminate this Agreement or the Guarantor Liabilities other than by the due and punctual payment in full of the Guarantor Liabilities, the satisfaction of the Debtor Liabilities or by written agreement with the Creditor.

6. Guarantee Absolute and Unconditional; No Waiver of Obligations. The Guarantor guarantees that the Guarantor Liabilities will be paid strictly in accordance with the terms of the Deed and the other Loan Documents, regardless of any law, regulation or order of any Governmental Authority now or hereafter in effect. The obligations of the Guarantor hereunder are independent of the obligations of any other Loan Party under any Loan Document. A separate action may be brought against the Guarantor to enforce this Agreement, whether or not any action is brought against any other Loan Party or whether or not any other Loan Party is joined in any such action. The Creditor shall not be required to seek recourse against any Loan Party or any other party or realize upon any security they may hold before being entitled to payment by the Guarantor under this Agreement. The liability of the Guarantor hereunder is irrevocable, continuing, absolute and unconditional and the obligations of the Guarantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives any defences to enforcement or liability hereunder it may have (now or in the future) by reason of:

(a) any illegality, invalidity or unenforceability of any Guarantor Liabilities, any Loan Document or any related agreement, security or instrument for any reason whatsoever;

(b) any change in, or variation of, the Guarantor Liabilities or any other obligation of any Loan Party under any Loan Document including, without limitation, any increase in the Guarantor Liabilities, any change in the interest or fees payable, any renewal, extension, amendment, rescission, waiver, release, discharge, indulgence, compromise, arrangement or other variation in connection with the Guarantor Liabilities, any Loan Document or any other agreement;

Thaihot Cayman Guarantee of Everwin

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(c) any taking, exchange, substitution, variation, release, impairment, subordination or non-perfection of any security or collateral for the Guarantor Liabilities, or any taking, release, impairment, amendment, waiver or other modification of any guarantee of the Guarantor Liabilities;

(d) any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guarantor Liabilities;

(e) any loss or diminution in value of the security or collateral held for the Guarantor Liabilities, whether such loss or diminution arises from any act or omission of any of the Creditor;

(f) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Liabilities;

(g) any change, restructuring or termination of the corporate structure, ownership or existence of any Loan Party or any of its subsidiaries or any insolvency, bankruptcy, reorganization, winding-up, liquidation, dissolution, amalgamation, or other similar proceeding affecting any Loan Party or its assets or any resulting restructuring, compromise, release or discharge of any Guarantor Liabilities;

(h) any failure of the Creditor to disclose to the Guarantor or any other Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any other information now or hereafter known to the Creditor;

(i) the failure of any other person to execute or deliver this Agreement, or any other guarantee or agreement or the release or reduction of liability of the Guarantor or other guarantor or surety with respect to the Guarantor Liabilities;

(j) the failure of the Creditor to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise;

(k) any defence, set-off or counterclaim (other than a defence of payment or performance) that may at any time be available to, or be asserted by, any Loan Party against the Creditor; and

(l) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guarantor Liabilities or any existence of or reliance on any representation by the Creditor that might vary the risk of the Guarantor or otherwise operate as a defence available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety.

Thaihot Cayman Guarantee of Everwin

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7. Acknowledgements.

(a) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature, shall guarantee any ultimate balance owing to Creditor, and applies to all presently existing and future Guarantor Liabilities, until the complete, irrevocable and indefeasible payment and satisfaction in full of the Guarantor Liabilities.

(b) This Agreement is a guarantee of payment and performance and not of collection. The Creditor shall not be obligated to enforce or exhaust their remedies against any Loan Party or under the Deed or any other Loan Document before proceeding to enforce this Agreement. The liability of the Guarantor under this Agreement shall arise immediately upon delivery to it of a written demand hereunder.

(c) This Agreement is a direct guarantee and independent of the obligations of Loan Parties to the Creditor. The Creditor may resort to the Guarantor for payment and performance of the Guarantor Liabilities whether or not they shall have resorted to any collateral therefor or shall have proceeded against any other Loan Party or any other guarantors with respect to the Guarantor Liabilities. The Creditor may, at their option, proceed against the Guarantor and any of the other Loan Parties, jointly and severally, or against the Guarantor only without having obtained a judgment against any Loan Party.

(d) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonour and any other notice with respect to any of the Guarantor Liabilities, the Deed, any other Loan Document, and this Agreement and any requirement that Creditor protect, secure, perfect or insure any security interest, lien or other encumbrance or any property subject thereto.

(e) The Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Guarantor Liabilities is voided, rescinded or recovered or must otherwise be returned by the Creditor upon the insolvency, bankruptcy or reorganization of any Loan Party.

(f) This Agreement shall continue to apply to all Guarantor Liabilities owing to the Creditor by any amalgamated corporation resulting from any Loan Party amalgamating with one or more other corporations.

Thaihot Cayman Guarantee of Everwin

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8. Postponement of Rights; Subordination; Assignment.

(a) Postponement of Rights. Until such time as the Guarantor Liabilities have been paid in full, the Guarantor agrees that it shall not (i) exercise any right of set-off or assert any counterclaim against any Loan Party with respect to any indebtedness or liability of any Loan Party to the Guarantor; (ii) exercise any of its rights of subrogation to the Creditor’s position with respect to any payments it has made hereunder; (iii) assert or enforce any claim to indemnification or reimbursement against any Loan Party or any other guarantor; or (iv) assert any right of contribution against any other guarantor.

(b) Priority upon Insolvency and Liquidation. Upon either (i) any Loan Party’s liquidation, winding up, or bankruptcy (whether voluntary or compulsory) or (ii) any Loan Party making a bulk sale of any of its assets within the bulk transfer provisions of any applicable laws, any composition with creditors, or any scheme of arrangement, the Guarantor’s claims against any Loan Party shall be subordinated to the Creditor’s claims which shall rank in priority as against any Loan Party until the Creditor’s claims have been paid in full, all without prejudice to the Creditor’s claim against the Guarantor. The Guarantor will remain liable to the Creditor for any remaining unpaid balance of the Guarantor Liabilities. In the event of the Creditor’s valuation of any securities, that valuation will not, as between the Creditor and the Guarantor, be considered payment, satisfaction, or reduction in whole or in part of any Guarantor Liabilities.

9. Representations and Warranties. The Guarantor represents and warrants that as to itself that all representations and warranties to it contained in the Loan Documents are true and correct. The Guarantor further represents and warrants that:

(a) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(b) It has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Its execution and delivery of this Agreement and performance of its obligations hereunder have been duly authorized by all requisite corporate action on the part of the Guarantor. This Agreement has been duly executed and delivered by the Guarantor, and constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.

(c) It has, independently and without reliance upon the Creditor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and any other Loan Document to which it is or may become a party, and has established adequate procedures for continually obtaining information pertaining to, and is now and at all times will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of each Loan Party.

10. Covenants. The Guarantor covenants and agrees that it will perform and observe all of the terms, covenants and agreements set forth in the Loan Documents that are required to be, or that the Debtors have agreed to cause to be, performed or observed by the Guarantor.

Thaihot Cayman Guarantee of Everwin

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11. Debtor Information. The Guarantor acknowledges and agrees that the Guarantor has not executed this Agreement as a result of, by reason of, or in reliance upon, any promise, representation, statement or information of any kind or nature whatsoever given, or offered to the Guarantor, by or on behalf of the Creditor or any other Person whether in answer to any enquiry by or on behalf of the Guarantor or not and the Creditor was not prior to the execution by the Guarantor of this Agreement, and is not thereafter, under any duty to disclose to the Guarantor or any other Person any information, matter or thing (material or otherwise) relating to the Debtors, its affairs or its transactions with the Creditor, including any information, matter or thing which puts or may put either Debtor in a position which the Guarantor would not naturally expect or any unexpected facts or unusual features which, whether known or unknown to the Guarantor, are present in any transaction between a Debtor and the Creditor, and the Creditor was not and is not under any duty to do or execute any matter, thing or document relating to either Debtor, its affairs or its transactions with the Creditor. The Guarantor acknowledges and confirms that it has established its own adequate means of obtaining from the Debtors on a continuing basis all information desired by the Guarantor concerning the financial condition of the Debtors and that the Guarantor will look to the Debtors, and not to the Creditor, in order for the Guarantor to keep adequately informed of changes in each Debtor’s financial condition.

12. Communication. Any notice, request or other communication to be given under this Agreement, or to be given in connection with any legal proceedings under this Agreement (except for service of such proceedings) shall be in writing and in English and will be properly given if delivered or sent by post, by fax, by hand or by email to their addresses as stated below or such other address as the Guarantor or the Creditor may have notified to the other party in writing five (5) Business Days in advance:

Haitong International Products & Solutions Limited

Address: 22/F Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong

Thaihot Investment Company Limited

Address: Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands

With a copy to:

Address:	Blake, Cassels & Graydon LLP
	199 Bay Street, Suite 4000
	Toronto, Ontario M5L 1A9

Proof of posting or despatch of any notice or communication shall be deemed to be proof of receipt: (a) if it is personally delivered, at the time of delivery and duly acknowledged; (b) if it is by email or by fax, at the time of delivery; or (c) in the case of a letter sent by post, on the third (3rd) Business Day after posting.

13. Alteration. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Creditor.

14. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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15. Governing Law; Attornment. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein. Without prejudice to the ability of the Creditor to enforce this Agreement in any other proper jurisdiction, the Guarantor irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of such Province. To the extent permitted by applicable Law, the Guarantor irrevocably waives any objection (including any claim of inconvenient forum) that it may now or hereafter have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of such Province. The Guarantor hereby irrevocably consents to the service of any and all process in any such action or proceeding by the delivery of copies of such process to the Guarantor at the address as provided for pursuant to Section 12. Nothing in this Section affects the right of the Creditor to serve process in any manner permitted by applicable Law.

16. Time. Time is of the essence with respect to this Agreement and the time for performance of the obligations of the Guarantor under this Agreement may be strictly enforced by the Creditor.

17. Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “or” is disjunctive; the word “and” is conjunctive. The word “shall” is mandatory; the word “may” is permissive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set out herein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, replaced or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (e) all references herein to Sections and Schedules shall be construed to refer to Sections and Schedules to, this Agreement. Section headings are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

18. Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the Guarantor and its successors and assigns, and shall enure to the benefit of, and be binding on, the Creditor and its successors and assigns. The Creditor may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement and any security relating to this Agreement to any other Person without the consent of the Guarantor. The Guarantor shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Creditor.

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19. Limitation Period. The Guarantor agrees that this Agreement shall, for the purposes of the Limitations Act, 2002 (Ontario), constitute a “business agreement” as defined in section 22 of that Act. To the maximum extent permitted by law, the Guarantor hereby agrees that the Creditor may bring an action under this Agreement notwithstanding any limitation period applicable to such claim, and that any limitation periods applicable to this Agreement are hereby explicitly excluded. If the exclusion of limitation periods is not permitted under applicable law, then the applicable limitation periods are hereby extended to the maximum extent permitted by law.

20. Acknowledgment of Receipt. The Guarantor acknowledges receipt of an executed copy of this Agreement.

21. Paramountcy. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Deed then, notwithstanding anything contained in this Agreement, the provisions contained in the Deed shall prevail to the extent of such conflict or inconsistency and the provisions of this Agreement shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to the Creditor under the Deed. If any act or omission of the Guarantor is expressly permitted under the Deed but is expressly prohibited under this Agreement, such act or omission shall be permitted. If any act or omission is expressly prohibited under this Agreement, but the Deed does not expressly permit such act or omission, or if any act is expressly required to be performed under this Agreement but the Deed does not expressly relieve the Guarantor from such performance, such circumstance shall not constitute a conflict or inconsistency between the applicable provisions of this Agreement and the provisions of the Deed.

22. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed by facsimile or other electronic form of transmission and shall be as effective as delivery of a manually executed copy of this Agreement.

[signatures on the next following page]

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IN WITNESS WHEREOF the undersigned has caused this Agreement to be duly executed as of the date first written above.

THAIHOT INVESTMENT COMPANY LIMITED
By:	/s/ Huang Min
Name:	Huang Min
Title:	Authorized Signatory

Acknowledged and agreed to by:
HAITONG INTERNATIONAL PRODUCTS & SOLUTIONS LIMITED
By:	/s/ Luk Wai Yin
Name:	Luk Wai Yin
Title:	Director / Authorized Signatory

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EX-99.6

Exhibit 6

Appendix III

Form of the Akumin Share Charge

PLEDGE AGREEMENT

This Agreement is made on 2022.

TO: Haitong International Products & Solutions Limited (the “Creditor”), a limited liability company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

RECITALS:

A. Everwin Enterprise (Hong Kong) Limited, a limited liability company duly incorporated and existing under the laws of Hong Kong with its registered address at 1/F, CMA Building, 64-66 Connaught Road, Central, Hong Kong and Mr. Huang Qisen (together, the “Debtors”) and the Creditor are parties to a deed of settlement dated as of the date hereof (as amended, supplemented, restated or replaced from time to time, the “Deed”).

B. Thaihot Investment Company Limited, an exempted company incorporated in the Cayman Islands with Limited Liability with its registered address at Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands (the “Pledgor”) entered into a limited recourse guarantee dated the date hereof in favour of the Creditor (as amended, supplemented, restated or replaced from time to time, the “Limited Recourse Guarantee”) pursuant to which the Pledgor guaranteed the obligations of the Debtors under the Deed in favour of the Creditor.

C. To secure the payment and performance of the Secured Liabilities, the Pledgor has agreed to grant to the Creditor the Security Interests with respect to the Collateral in accordance with the terms of this Agreement.

For good and valuable consideration, the receipt and adequacy of which are acknowledged by the

Pledgor, the Pledgor agrees with and in favour of the Creditor as follows:

1. Definitions. In this Agreement capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Deed, and the following terms have the following meanings:

“Agreement” means this agreement, including the Schedules and recitals to this agreement, as it or they may be amended, supplemented, restated or replaced from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular section or other portion of this Agreement.

“Call Option Agreement” means the call option agreement dated on or about the date hereof between Thaihot Investment Company Limited, as shareholder and Haitong International Products & Solutions Limited, as option holder, as amended, restated, supplemented, or otherwise modified from time to time.

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“Collateral” means:

(a) the Pledged Property;

(b) all certificates and instruments evidencing or representing the Pledged Property, if any;

(c) all interest, dividends and distributions (whether in cash, kind or stock) received or receivable upon or with respect to any of the Pledged Property and all moneys or other property payable or paid on account of any return or repayment of capital with respect to any of the Pledged Property or otherwise distributed with respect thereto or which will in any way be charged to, or payable or paid out of, the capital of any Pledged Issuer on account of any such Pledged Property;

(d) the Securities Account, all investment property from time to time held in or credited to the Securities Account and any credit balance of funds and cash from time to time standing to the credit of the Securities Account, together with all claims, rights, privileges, authority and powers of the Pledgor relating to such account, investment property and funds;

(e) all proceeds and products of paragraph (d) above, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guarantee payable to the Pledgor from time to time with respect to any of the foregoing (together with the collateral described in paragraph (d) above, the “Securities Account Collateral”).

(f) all other property that may at any time be received or receivable by or otherwise distributed to the Pledgor with respect to, or in substitution for, or in exchange or replacement for, any of the foregoing; and

(g) all Proceeds of any of the foregoing.

“Event of Default” means the occurrence of any of the following events or conditions:

(a) the Pledgor does not pay any of the Secured Liabilities when due;

(b) the Pledgor does not observe or perform any of the Pledgor’s obligations under this Agreement; and

(c) each “Event(s) of Default”, as such term is defined in the Deed.

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“Governmental Authority” means the government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements.

“Issuer” has the meaning given to that term in the STA.

“Laws” means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on or affecting the Person referred to in the context in which such word is used (including, in the case of tax matters, any accepted practice or application or official interpretation of any relevant taxation authority); and “Law” means any one or more of the foregoing.

“Lien” means, (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothec (whether movable or immovable), hypothecation, encumbrance, charge, security interest, royalty interest, adverse claim, defect to title or right of set off in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to any asset, (c) any purchase option, call or similar right of a third party with respect to such asset, (d) any netting arrangement, defeasance arrangement or reciprocal fee arrangement, and (e) any other arrangement having the effect of providing security.

“Organizational Documents” means, with respect to any Person, such Person’s articles or other charter documents, by-laws, unanimous shareholder agreement, partnership agreement or trust agreement, as applicable, and any and all other similar agreements, documents and instruments relative to such Person.

“Person” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, Governmental Authority or other entity.

“Pledged Issuer” means, at any time, any Person which is an Issuer of, or with respect to, any

Pledged Shares at such time.

“Pledged Property” means all assets, property and undertaking described in Schedule A, as such schedule may be updated from time to time by the parties hereto.

“Pledged Shares” means the Securities described in Schedule A, as such schedule may be updated from time to time by the parties hereto.

“PPSA” means the Personal Property Security Act (Ontario), as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time made under such legislation.

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“Proceeds” has the meaning given to it in the PPSA.

“Release Date” means the date on which all the Secured Liabilities have been indefeasibly paid and discharged in full and the Pledgor has no further obligations to the Creditor under the Limited Recourse Guarantee pursuant to which further Secured Liabilities might arise.

“Secured Liabilities” means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, matured or unmatured) of the Pledgor to the Creditor under, in connection with or with respect to the Limited Recourse Guarantee, and any unpaid balance thereof.

“Security” has the meaning given to it in the PPSA.

“Security Interests” means the Liens created by the Pledgor in favour of the Creditor under this Agreement.

“Securities Account” means the securities account (if any) described in Schedule A to this Agreement.

“Securities Account Collateral” is as defined in the definition of “Collateral” above.

“Securities Intermediary” means TSX Trust Company and any other securities intermediary, from time to time, that maintains any securities account (including, without limitation, the Securities Account) in which any Collateral is maintained.

“STA” means the Securities Transfer Act, 2006 (Ontario), as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time made under such legislation.

“Voting or Equity Securities” means (a) any “security” (as defined under applicable Canadian securities laws), other than a bond, debenture, note or similar instrument representing indebtedness (whether secured or unsecured), of an issuer carrying a voting right either under all circumstances or under some circumstances that have occurred and are continuing or (b) a security of an issuer that carries a residual right to participate in the earnings of the issuer and, on liquidation or winding up of the issuer, in its assets.

2. Grant of Security Interests. As general and continuing collateral security for the due payment and performance of the Secured Liabilities, the Pledgor hereby grants, assigns, transfers, pledges, hypothecates, mortgages, sets over and charges to the Creditor, and hereby grants a continuing security interest in favour of the Creditor in and to, all of its right, title and interest in and to the Collateral.

3. Securities Account. For the purpose of this Agreement, the Securities Account shall be a "securities account" as such term is defined in the PPSA and the STA. All property credited to the Securities Account and all investment property and financial assets relating to, maintained in or credited to the Securities Account (including, without limitation, all credit balances and cash), all proceeds, dividends or payments relating thereto or arising therefrom, and all rights of the Pledgor against the Securities Intermediary are "financial assets" for the purposes of the PPSA and the STA and shall be included in the definition of Collateral for the purposes of this Agreement.

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4. Attachment; No Obligation to Advance. The Pledgor confirms that value has been given by the Creditor to the Pledgor, that the Pledgor has rights in the Collateral existing at the date of this Agreement and that the Pledgor and the Creditor have not agreed to postpone the time for attachment of the Security Interests to any of the Collateral. The Security Interests shall have effect and be deemed to be effective whether or not the Secured Liabilities or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by the Creditor shall oblige the Creditor to make any financial accommodation or further financial accommodation available to the Pledgor or any other Person.

5. Representations and Warranties. The Pledgor represents and warrants to the Creditor that, as of the date of this Agreement:

(a) Pledgor Information. All of the information set out in Schedule A is accurate and complete.

(b) Title; No Other Security Interests. The Pledgor is the sole, direct, legal and beneficial owner of, and has good marketable title to the Collateral free and clear of any mortgages, charges, hypothecs, pledges, trusts, Liens, security interests, adverse claims and other claims except for the security interests created by this Agreement and, with respect only to the Securities Account Collateral, a security interest in favour of the Securities Intermediary, provided that such security interest has been duly subordinated to the security interest created by this Agreement or is expressly permitted under the terms of a securities account control agreement among the Pledgor, the Creditor and the Securities Intermediary. The Pledgor is the record and beneficial owner of the Pledged Shares. No security agreement, financing statement or other notice with respect to any or all of the Collateral is on file or on record in any public office.

(c) Authority. The Pledgor has full power and authority to grant to the Creditor the Security Interests and to execute, deliver and perform its obligations under this Agreement, and such execution, delivery and performance does not contravene any of the Pledgor’s Organizational Documents or any agreement, instrument or restriction to which the Pledgor is a party or by which the Pledgor or any of the Collateral is bound.

(d) No Violation. The execution and delivery of this Agreement by the Pledgor and the performance by the Pledgor of its obligations hereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or the constating or Organizational Documents of the Pledgor or any agreement or instrument to which the Pledgor is party or by which it or its property is bound.

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(e) Consents and Transfer Restrictions.

(i) Except for any consent that has been obtained and is in full force and effect, no consent of any Person is required, or is purported to be required, for the execution, delivery, performance and enforcement of this Agreement. For the purposes of complying with any transfer restrictions contained in the Organizational Documents of any Pledged Issuer, the Pledgor hereby irrevocably consents to any transfer of the Pledged Shares of such Pledged Issuer.

(ii) (A) No order ceasing or suspending trading in, or prohibiting the transfer of the Pledged Shares has been issued and no proceedings for this purpose have been instituted, nor does the Pledgor have any reason to believe that any such proceedings are pending, contemplated or threatened and (B) the Pledged Shares are not subject to any escrow or other agreement, arrangement, commitment or understanding, prohibiting the transfer of the Pledged Shares, including pursuant to applicable Canadian securities laws or the rules, regulations or policies of any marketplace on which the Pledged Shares are listed, posted or traded.

(f) Valid Security Interest. The pledge of the Collateral under this Agreement creates a valid security interest in the Collateral, securing the payment and performance when due of the Secured Liabilities.

(g) Execution and Delivery. This Agreement has been duly authorized, executed and delivered by the Pledgor and is a valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, subject only to bankruptcy, insolvency, liquidation, reorganization, moratorium and other similar Laws generally affecting the enforcement of creditors’ rights, and to the fact that equitable remedies (such as specific performance and injunction) are discretionary remedies.

(h) Due Authorization. The Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable.

(i) Control. The Pledgor has taken all action required on its part for control (as defined in the PPSA and the STA) to have been obtained by the Creditor over all Collateral with respect to which such control may be obtained under the PPSA. No Person other than the Creditor has control or possession of all or any part of the Collateral and the Pledgor has not entered into any control agreement with any party with respect to the Securities Account or the Securities Account Collateral (other than with respect to the security interests created by this Agreement) and is not aware of the existence of any such control agreement.

(j) Freely Tradeable on Nasdaq: The Pledges Shares are freely tradeable on the Nasdaq stock exchange.

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(k) Warrants, Options, etc. Other than the Call Option Agreement, there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares.

(l) No Required Disposition. Other than the Call Option Agreement, there is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which the Pledgor would be required to sell, redeem or otherwise dispose of any Pledged Shares or under which any Pledged Issuer has any obligation to issue any Securities of such Pledged Issuer to any Person.

6. Survival of Representations and Warranties. All representations and warranties made by the Pledgor in this Agreement (a) are material, (b) shall be considered to have been relied on by the Creditor, (c) shall be deemed to be continuously made until such time as this Agreement is terminated and (d) shall survive the execution and delivery of this Agreement or any investigation made at any time by or on behalf of the Creditor and any disposition or payment of the Secured Liabilities until the Release Date.

7. Covenants. The Pledgor covenants and agrees with the Creditor that:

(a) Title and Security Interest. The Pledgor shall, at its own cost and expense, defend title to the Collateral and the security interests of the Creditor therein against the claim of any Person claiming against or through the Pledgor and shall maintain and preserve such security interests as perfected security interests for so long as this Agreement shall remain in effect

(b) No Sale or Encumbrances. Before this Pledge Agreement becomes effective and the successful registration of this Pledge Agreement (if required under Laws of the Province of Ontario ) and until the Release Date, the Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign, pledge, hypothecate, or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, right of first refusal, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Creditor.

(c) Further Documentation. The Pledgor shall from time to time, at its own expense, promptly and duly authorize, execute and deliver such further instruments and documents, and take such further action, as the Creditor may request for the purpose of obtaining or preserving the full benefits of, and the rights and powers granted by, this Agreement (including the filing of any financing statements or financing change statements under any applicable legislation with respect to the Security Interests). The Pledgor acknowledges that this Agreement has been prepared based on the existing Laws in the Province of Ontario and that a change in such Laws, or the Laws of other jurisdictions, may require the execution and delivery of different forms of security documentation. Accordingly, the Pledgor agrees that the Creditor shall have the right to require that this Agreement be amended, supplemented, restated or replaced, and that the Pledgor shall immediately on request by the Creditor authorize, execute and deliver any such amendment, supplement, restatement or replacement (i) to reflect any changes in such Laws, whether arising as a result of statutory amendments, court decisions or otherwise, (ii) to facilitate the creation and registration of appropriate security in all appropriate jurisdictions, or (iii) if the Pledgor merges or amalgamates with any other Person or enters into any corporate reorganization, in each case in order to confer on the Creditor Liens similar to, and having the same effect as, the Security Interests.

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(d) Control.

(i) The Pledgor shall, within 14 days of the execution of this Agreement, either (A) deliver security certificates representing the securities which form part of the Collateral, and execute and deliver powers of attorney in blank in form and substance satisfactory to the Creditor with respect to such securities; or (B) cause the Securities Intermediary to enter into a securities account control agreement with the Creditor and the Pledgor with respect to the securities which form part of the Securities Account Collateral in a form and substance satisfactory to the Creditor, and deliver the said securities account control agreement to the Creditor.

(ii) Without limiting the foregoing, the Pledgor shall, upon demand by the Creditor, cause all of the Collateral to be transferred to the Creditor or its nominee and cause all certificates issued in respect of the Collateral to be registered in the name of the Creditor or the name of its nominee and delivered to the Creditor, and cause the Creditor to be named as the entitlement holder in respect of any securities that now, or in the future, form part of the Securities Account Collateral.

(e) Limitations on Other Liens. The Pledgor shall not create, incur or permit to exist, and shall defend the Collateral against, and shall take such other action as is necessary to remove, any and all Liens in and other claims affecting the Collateral, and the Pledgor shall defend the right, title and interest of the Creditor in and to the Collateral against the claims and demands of all Persons. The Pledgor shall not take or permit the taking of any action which may result in the rights attaching to any Pledged Shares being altered and/or that may jeopardize the interest of the Creditor.

(f) Limitations on Dispositions of Collateral. The Pledgor shall not, without the Creditor’s prior written consent, sell or otherwise dispose of any of the Collateral.

(g) Pledged Certificated Securities. Without prejudice to Section 7(d) above, the Pledgor shall deliver to the Creditor any and all Pledged Security Certificates and other materials as may be required from time to time to provide the Creditor with control over all Pledged Certificated Securities in the manner provided under section 23 of the STA. For greater certainty, the Pledgor has agreed to certificate any Collateral that currently constitutes Uncertificated Securities and deliver to the Creditor such security certificate(s) representing the Pledged Property, together with share transfer power(s) of attorney in blank with respect thereto, as soon as possible but in any event within 30 days of the date hereof.

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(h) Notices. The Pledgor shall advise the Creditor promptly, in reasonable detail, of:

(i) any change in the location of the jurisdiction of organization of the Pledgor;

(ii) any change in the name of the Pledgor;

(iii) any merger, consolidation or amalgamation of the Pledgor with any other Person;

(iv) any Lien on, or claim asserted against, any of the Collateral;

(v) the issuance of any order ceasing or suspending trading in, or prohibiting the transfer of any Pledged Shares or the institution of proceedings for such purpose, or if the Pledgor has any reason to believe that any such proceedings are pending, contemplated or threatened; or

(vi) any occurrence of any event, claim or occurrence that could reasonably be expected to have a material adverse effect on the value of the Collateral or on the Security Interests.

The Pledgor shall not effect or permit any of the changes referred to in clauses (i) through (iii) above unless all filings have been made and all other actions taken that are required in order for the Creditor to continue at all times following such change to have a valid and perfected first priority Security Interest with respect to all of the Collateral.

8. Voting Rights. Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting power from time to time exercisable with respect to the Pledged Shares and give consents, waivers and ratifications with respect thereto; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would be, or would have a reasonable likelihood of being, prejudicial to the interests of the Creditor or which would have the effect of reducing the value of the Collateral as security for the Secured Liabilities or imposing any restriction on the transferability of any of the Collateral. Unless an Event of Default has occurred and is continuing, the Creditor shall, from time to time at the request and expense of the Pledgor, execute or cause to be executed, with respect to all Pledged Shares that are registered in the name of the Creditor or its nominee, valid proxies appointing the Pledgor as its (or its nominee’s) proxy to attend, vote and act for and on behalf of the Creditor or such nominee, as the case may be, at any and all meetings of the applicable Pledged Issuer’s shareholders or debt holders, all Pledged Shares that are registered in the name of the Creditor or such nominee, as the case may be, and to execute and deliver, consent to or approve or disapprove of or withhold consent to any resolutions in writing of shareholders or debt holders of the applicable Pledged Issuer for and on behalf of the Creditor or such nominee, as the case may be. Immediately upon the occurrence and during the continuance of any Event of Default, all such rights of the Pledgor to vote and give consents, waivers and ratifications shall cease and the Creditor or its nominee shall be entitled to exercise all such voting rights and to give all such consents, waivers and ratifications.

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9. Dividends; Interest. Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive any and all cash dividends, interest, principal payments and other forms of cash distribution on the Pledged Shares which it is otherwise entitled to receive, but any and all stock and/or liquidating dividends, distributions of property, returns of capital or other distributions made on or with respect to the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any Pledged Issuer or received in exchange for the Pledged Shares or any part thereof or as a result of any amalgamation, merger, consolidation, acquisition or other exchange of property to which any Pledged Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any Pledged Shares shall be and become part of the Collateral subject to the Security Interests and, if received by the Pledgor, shall forthwith be delivered to the Creditor or its nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers of attorney executed by the Pledgor in accordance with the Creditor’s instructions) to be held subject to the terms of this Agreement; and if any of the Pledged Shares have been registered in the name of the Creditor or its nominee, the Creditor shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such dividend orders and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to receive the dividends, distributions or other payments which the Pledgor is authorized to receive and retain pursuant to this Section. If an Event of Default has occurred and is continuing, all rights of the Pledgor pursuant to this Section shall cease and the Creditor shall have the sole and exclusive right and authority to receive and retain the cash dividends, interest, principal payments and other forms of cash distribution which the Pledgor would otherwise be authorized to retain pursuant to this Section. Any money and other property paid over to or received by the Creditor pursuant to the provisions of this Section shall be retained by the Creditor as additional Collateral hereunder and be applied in accordance with the provisions of this Agreement.

10. Rights on Event of Default. If an Event of Default has occurred and is continuing, then and in every such case all of the Secured Liabilities shall, at the option of the Creditor, become immediately due and payable and the Security Interests shall become enforceable and the Creditor, in addition to any rights now or hereafter existing under applicable Law may, personally or by agent, at such time or times as the Creditor in its discretion may determine, do any one or more of the following:

(a) Rights under PPSA, etc. Exercise all of the rights and remedies granted to secured parties under the PPSA, the STA, and any other applicable statute, or otherwise available to the Creditor by contract, at law or in equity.

(b) Dispose of Collateral. Realize on any or all of the Collateral and sell, lease, assign, give options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any of the above), in one or more parcels at any public or private sale, at any exchange, broker’s board or office of the Creditor or elsewhere, with or without advertising or other formality, except as required by applicable Law, on such terms and conditions as the Creditor may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery.

(c) Court-Approved Disposition of Collateral. Obtain from any court of competent jurisdiction an order for the sale or foreclosure of any or all of the Collateral.

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(d) Purchase by Creditor. At any public sale, and to the extent permitted by Law on any private sale, bid for and purchase any or all of the Collateral offered for sale and, upon compliance with the terms of such sale, hold, retain, sell or otherwise dispose of such Collateral without any further accountability to the Pledgor or any other Person with respect to such holding, retention, sale or other disposition, except as required by Law. In any such sale to the Creditor, the Creditor may, for the purpose of making payment for all or any part of the Collateral so purchased, use any claim for any or all of the Secured Liabilities then due and payable to it as a credit against the purchase price.

(e) Transfer of Collateral. Transfer any Pledged Shares into the name of the Creditor or its nominee.

(f) Voting. Vote any or all of the Pledged Shares (whether or not transferred to the Creditor or its nominee) and give or withhold all consents, waivers and ratifications with respect thereto and otherwise act with respect thereto as though it were the outright owner thereof.

(g) Exercise Other Rights. Exercise any and all rights, privileges, entitlements and options pertaining to any Pledged Shares as if the Creditor were the absolute owner of such Pledged Shares.

(h) Appointment of Receiver. Appoint and remove, by instrument in writing, from time to time, any person or persons to be receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral or to apply to a court of competent jurisdiction for the appointment of a receiver.

The Creditor may exercise any or all of the foregoing rights and remedies without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except as required by applicable Law) to or on the Pledgor or any other Person, and the Pledgor hereby waives each such demand, presentment, protest, advertisement and notice to the extent permitted by applicable Law. None of the above rights or remedies shall be exclusive of or dependent on or merge in any other right or remedy, and one or more of such rights and remedies may be exercised independently or in combination from time to time. The Pledgor acknowledges and agrees that any action taken by the Creditor hereunder following the occurrence and during the continuance of an Event of Default shall not be rendered invalid or ineffective as a result of the curing of the Event of Default on which such action was based.

11. Receiver’s Powers.

(a) Any receiver appointed by the Creditor is vested with the rights and remedies which could have been exercised by the Creditor in respect of the Pledgor or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the receiver, its replacement and its remuneration are within the sole and unfettered discretion of the Creditor.

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(b) Any receiver appointed by the Creditor will act as agent for the Creditor for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for the Pledgor. The receiver may sell, transfer, deliver or otherwise dispose of Collateral as agent for the Pledgor or as agent for the Creditor as the Creditor may determine in its discretion. The Pledgor agrees to ratify and confirm all actions of the receiver acting as agent for the Pledgor, and to release and indemnify the receiver in respect of all such actions.

(c) The Creditor, in appointing or refraining from appointing any receiver, does not incur liability to the receiver, the Pledgor or otherwise and is not responsible for any misconduct or negligence of such receiver.

12. Realization Standards. To the extent that applicable Law imposes duties on the Creditor to exercise remedies in a commercially reasonable manner and without prejudice to the ability of the Creditor to dispose of the Collateral in any such manner, the Pledgor acknowledges and agrees that it is not commercially unreasonable for the Creditor to (or not to) (a) to the extent deemed appropriate by the Creditor, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Creditor in the collection or disposition of any of the Collateral, (b) dispose of Collateral in whole or in part, (c) dispose of Collateral to a customer of the Creditor, and (d) establish an upset or reserve bid price with respect to Collateral.

13. Securities Laws. The Creditor is authorized, in connection with any offer or sale of any Pledged Shares, to comply with any limitation or restriction as it may be advised by counsel is necessary to comply with applicable Law, including compliance with procedures that may restrict the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications, and restricting prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account or investment and not with a view to the distribution or resale of such Securities. In addition to and without limiting Section 10, the Pledgor further agrees that compliance with any such limitation or restriction shall not result in a sale being considered or deemed not to have been made in a commercially reasonable manner, and the Creditor shall not be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Pledged Shares are sold in compliance with any such limitation or restriction. If the Creditor chooses to exercise its right to sell any or all Pledged Shares, upon written request, the Pledgor shall cause each applicable Pledged Issuer to furnish to the Creditor all such information as the Creditor may request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Creditor in exempt transactions under any Laws governing securities, and the rules and regulations of any applicable securities regulatory body thereunder, as the same are from time to time in effect.

14. Application of Proceeds. All Proceeds of Collateral received by the Creditor may be applied to discharge or satisfy any expenses (including expenses of enforcing the Creditor’s rights under this Agreement and all costs, charges and expenses incurred and payments made by the Creditor or any receiver and of all remuneration due to the receiver in connection with this Agreement or the Collateral), Liens on the Collateral in favour of Persons other than the Creditor, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by the Creditor to protect, preserve, repair, process, maintain or enhance the Collateral or prepare it for sale or other disposition, or to keep in good standing any Liens on the Collateral ranking in priority to any of the Security Interests, or to sell or otherwise dispose of the Collateral. The balance of such Proceeds may, at the sole discretion of the Creditor, be held as collateral security for the Secured Liabilities or be applied to such of the Secured Liabilities (whether or not the same are due and payable) in such manner and at such times as the Creditor considers appropriate and thereafter shall be accounted for as required by Law.

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15. Creditor’s Appointment as Attorney-in-Fact. Effective upon the occurrence and during the continuance of an Event of Default, the Pledgor irrevocably constitutes and appoints the Creditor and any officer or agent of the Creditor, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact with full power and authority in the place of the Pledgor and in the name of the Pledgor or in its own name, from time to time in the Creditor’s discretion, to provide instructions or entitlement orders to the Securities Intermediary, and to delegate its powers and for any delegate to sub-delegate the same, to take any and all appropriate action and to execute any and all documents and instruments as, in the opinion of such attorney, may be necessary or desirable to accomplish the purposes of this Agreement (but the Creditor shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take any action). Without limiting the effect of this Section, the Pledgor grants the Creditor an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder thereof would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the books and records of a Pledged Issuer), upon the occurrence of an Event of Default. These powers are coupled with an interest and are irrevocable until the Release Date. Nothing in this Section affects the right of the Creditor as secured party or any other Person on the Creditor’s behalf, to sign and file or deliver (as applicable) all such financing statements, financing change statements, notices, verification statements and other documents relating to the Collateral and this Agreement as the Creditor or such other Person considers appropriate. The Pledgor hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts the Creditor or any of the Creditor’s sub-agents, nominees or attorneys do or purport to do in exercise of the power of attorney granted to the Creditor pursuant to this Section.

16. Performance by Creditor of Pledgor’s Obligations. If the Pledgor fails to perform or comply with any of the obligations under this Agreement, the Creditor may, but need not, perform or otherwise cause the performance or compliance of such obligation, provided that such performance or compliance shall not constitute a waiver, remedy or satisfaction of such failure. The expenses of the Creditor incurred in connection with any such performance or compliance shall be payable by the Pledgor to the Creditor immediately on demand, and until paid, any such expenses shall form part of the Secured Liabilities and shall be secured by the Security Interest.

17. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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18. Rights of Creditor; Limitations on Creditor’s Obligations.

(a) Limitations on Creditor’s Liability. The Creditor shall not be liable to the Pledgor or any other Person for any failure or delay in exercising any of the rights of the Pledgor under this Agreement (including any failure to take possession of, collect, sell, lease or otherwise dispose of any Collateral, or to preserve rights against prior parties). Neither the Creditor nor any agent of the Creditor (including, in Alberta or British Columbia, any sheriff) is required to take, or shall have any liability for any failure to take or delay in taking, any steps necessary or advisable to preserve rights against other Persons under any Collateral in its possession. Neither the Creditor nor any agent of the Creditor shall be liable for any, and the Pledgor shall bear the full risk of all, loss or damage to any and all of the Collateral (including any Collateral in the possession of the Creditor or any agent of the Creditor) caused for any reason other than the gross negligence or wilful misconduct of the Creditor or such agent of the Creditor.

(b) Use of Agents. The Creditor may perform any of its rights or duties under this Agreement by or through agents and is entitled to retain counsel and to act in reliance on the advice of such counsel concerning all matters pertaining to its rights and duties under this Agreement.

19. Dealings by Creditor. The Creditor may grant extensions of time and other indulgences, take and give up security, accept compositions, grant releases and discharges and otherwise deal with the Pledgor and any other Person, and with any or all of the Collateral, and with other security and sureties, as the Creditor may see fit, all without prejudice to the Secured Liabilities or to the rights and remedies of the Creditor under this Agreement. The powers conferred on the Creditor under this Agreement are solely to protect the interests of the Creditor in the Collateral and shall not impose any duty upon the Creditor to exercise any such powers.

20. Communication. Any notice or other communication required or permitted to be given under this Agreement will be made in accordance with the terms of the Limited Recourse Guarantee.

21. Release of Information. The Pledgor authorizes the Creditor to provide a copy of this Agreement and such other information as may be requested of the Creditor (i) to the extent necessary to enforce the Creditor’s rights, remedies and entitlements under this Agreement, (ii) to any assignee or prospective assignee of all or any part of the Secured Liabilities, and (iii) as required by applicable Law.

22. Indemnity. The Pledgor hereby agrees to indemnify and hold harmless the Creditor and each officer, director, employee, contractor and advisor of the Creditor (each such Person being called an "Indemnified Party") from any losses, damages, liabilities, claims and related expenses (including the fees and expenses of legal counsel), incurred by the Indemnified Party or asserted against any Indemnified Party by any Person (including the Pledgor or any other Loan Party) other than such Indemnified Party and its officers, directors, employees, contractors and advisors arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Secured Liabilities to be the legal, valid, and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms, whether brought by a third party or by the Pledgor or any other Loan Party, and regardless of whether any Indemnified Party is a party thereto; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnified Party or (ii) result from a claim brought by the Pledgor or any other Loan Party against an Indemnified Party for breach in bad faith of such Indemnified Party's obligations hereunder or under any other Loan Document, if such Pledgor or such Loan Party has obtained a final and non- appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.

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23. Release of Pledgor. Upon the written request of the Pledgor given at any time on or after the Release Date, the Creditor shall, at the expense of the Pledgor, release the Pledgor and the Collateral from the Security Interests. Upon such release, and at the request and expense of the Pledgor, the Creditor shall execute and deliver to the Pledgor such releases and discharges as the Pledgor may reasonably request.

24. Additional Security. This Agreement is in addition to, and not in substitution of, any and all other security previously or concurrently delivered by the Pledgor or any other Person to the Creditor, all of which other security shall remain in full force and effect.

25. Alteration or Waiver. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Creditor, except with respect to Schedule A hereto which may be supplemented from time to time by the parties hereto. The Creditor shall not, by any act or delay, be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Creditor, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Creditor of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Creditor would otherwise have on any future occasion. Neither the taking of any judgment nor the exercise of any power of seizure or sale shall extinguish the liability of the Pledgor to pay the Secured Liabilities, nor shall the same operate as a merger of any covenant contained in this Agreement or of any other liability, nor shall the acceptance of any payment or other security constitute or create any novation.

26. Amalgamation. If the Pledgor is a corporation, the Pledgor acknowledges that if it amalgamates or merges with any other corporation or corporations, then (i) the Collateral and the Security Interests shall extend to and include all the property and assets of the amalgamated corporation and to any property or assets of the amalgamated corporation thereafter owned or acquired, (ii) the term “Pledgor”, where used in this Agreement, shall extend to and include the amalgamated corporation, and (iii) the term “Secured Liabilities”, where used in this Agreement, shall extend to and include the Secured Liabilities of the amalgamated corporation.

27. Governing Law; Attornment. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein. Without prejudice to the ability of the Creditor to enforce this Agreement in any other proper jurisdiction, the Pledgor irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of such province. To the extent permitted by applicable Law, the Pledgor irrevocably waives any objection (including any claim of inconvenient forum) that it may now or hereafter have to the venue of any legal proceeding arising out of or relating to this Agreement in the courts of such Province.

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28. Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “or” is disjunctive; the word “and” is conjunctive. The word “shall” is mandatory; the word “may” is permissive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set out herein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (e) all references herein to Sections and Schedules shall be construed to refer to Sections and Schedules to, this Agreement, Section headings are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Any reference in this Agreement to a permitted lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Security Interest to any permitted lien.

29. Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the Pledgor and its successors and permitted assigns, and shall enure to the benefit of, and be binding on, the Creditor and its successors and assigns. The Creditor may assign, or otherwise transfer all or any portion of its rights and obligations under this Agreement and any security relating to this Agreement to any other Person without the consent of the Pledgor. The Pledgor shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Creditor.

30. Acknowledgment of Receipt/Waiver. The Pledgor acknowledges receipt of an executed copy of this Agreement and, to the extent permitted by applicable Law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Agreement or any verification statement issued with respect to any such financing statement or financing change statement.

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31. Paramountcy. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Deed then, notwithstanding anything contained in this Agreement, the provisions contained in the Deed shall prevail to the extent of such conflict or inconsistency and the provisions of this Agreement shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to the Creditor under the Deed. If any act or omission of the Pledgor is expressly permitted under the Deed but is expressly prohibited under this Agreement, such act or omission shall be permitted. If any act or omission is expressly prohibited under this Agreement, but the Deed does not expressly permit such act or omission, or if any act is expressly required to be performed under this Agreement but the Deed does not expressly relieve the Pledgor from such performance, such circumstance shall not constitute a conflict or inconsistency between the applicable provisions of this Agreement and the provisions of the Deed.

32. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed by facsimile or other electronic form of transmission and shall be as effective as delivery by a manually executed copy of this Agreement.

[signatures on the next following page]

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SCHEDULE A

PLEDGOR & PLEDGED PROPERTY INFORMATION

Full legal name: Thaihot Investment Company Limited

Prior names: N/A

Predecessor companies: N/A

Jurisdiction of organization: Cayman Islands

Address of registered office or head office: Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands.

Pledged Shares:

Certificated Securities

Pledged Issuer	Securities	Certificate Number(s)
Akumin Inc. (NASDAQ/TSX: AKU)	14,223,570 Common Shares	Share Certificate No. GS.452

The Parties acknowledge that following execution of this Agreement, the Pledgor intends to instruct TSX Trust Company to record the transfer of registered ownership of the Pledged Shares to the name of Haitong International Securities Company Limited (“Haitong Securities”) pursuant to a tri-partite agreement to be entered into between Haitong Securities, the Pledgor and the Creditor. Upon such transfer of registered ownership to Haitong Securities, the new share certificate representing in the name of Haitong Securities shall automatically form part of the Collateral, and be deemed to be incorporated in this Schedule “A”. For greater certainty, any retained beneficial interest of the Pledgor shall continue to be charged by the terms of this Agreement and shall continue to constitute Pledged Property for the purposes of this Agreement.

IN WITNESS WHEREOF the undersigned has caused this Agreement to be duly executed as of the date first written above.

THAIHOT INVESTMENT COMPANY LIMITED
By:	/s/ Huang Min
Name:	Huang Min
Title:	Authorized Signatory

Acknowledged and agreed to by:
HAITONG INTERNATIONAL PRODUCTS & SOLUTIONS LIMITED
By:	/s/ Luk Wai Yin
Name:	Luk Wai Yin
Title:	Director / Authorized Signatory

Signature Page Thaihot Cayman Pledge Agreement

EX-99.7

Exhibit 7

Appendix IV

Form of the Akumin Call Option

CALL OPTION AGREEMENT

THIS CALL OPTION AGREEMENT (the “Agreement”) is made on_____________, 2022 (the “Effective Date”) between Haitong International Products & Solutions Limited (the “Option Holder”) and Thaihot Investment Company Limited (the “Shareholder”)

WHEREAS the Shareholder holds 14,223,570 Common Shares (the “Option Shares”) in the capital of Akumin Inc. (NASDAQ/TSX: AKU) (the “Company”);

AND WHEREAS reference is made to a deed of settlement (the “Deed of Settlement”) dated on or about the date hereof between the Option Holder, Everwin Enterprise (Hong Kong) Limited and Mr. Huang Qisen;

AND WHEREAS the Shareholder wishes to grant to the Option Holder a call option to acquire the Option Shares on and subject to the terms and conditions hereof.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by the parties, the parties agree as follows:

1. GRANT OF OPTION

1.1 The Option. The Shareholder hereby grants to the Option Holder the non-assignable, irrevocable right (but not the obligation) (the “Option”) to purchase the Option Shares from the Shareholder on any date that is at least twelve months after the Effective Date for a purchase price (the “Exercise Price”) equal to the greater of (a) the Specified Price (defined below) and (b) US$35,000,000. Upon exercise of such Option, the Shareholder shall be obligated to sell to the Option Holder, on the terms and conditions set forth in this Agreement, the Option Shares at a price per share equal to the Exercise Price. The “Specified Price” shall mean a price per Option Share equal to the prevailing market price of the Option Shares as listed on the NASDAQ on the date the Option Holder delivers to the Shareholder the Exercise Notice (as defined below), plus 10%.

1.2 Number of Option Shares. The total number of Option Shares to be purchased by the Option Holder under Section 1.1 above shall always be less than 20% of the issued and outstanding shares of the Company.

1.3 Expiration. The Option and this agreement shall automatically terminate and expire on the earlier of (a) satisfaction in full of the Settlement Sum (as defined in the Deed of Settlement) and (b) the 5th anniversary of the Effective Date.

2. EXERCISE OF OPTION

2.1 Exercise Notice. The Option Holder may exercise the Option by delivering to the Shareholder a written notice indicating that it is exercising the Option (the “Exercise Notice”), and setting out the details of the Exercise Price and the Closing Date.

2.2 Obligation. If the Option Holder delivers the Exercise Notice in accordance with this Agreement, the Option Holder shall be obligated to purchase on the Closing Date (as defined below), and the Shareholder shall be obligated to sell to the Option Holder on the Closing Date, the Option Shares for the aggregate Exercise Price.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Shareholder hereby represents and warrants, which representations and warranties the Shareholder agrees will remain true and correct throughout the term of this Agreement, that it is the registered and beneficial owner of all the Option Shares with good and marketable title thereto free and clear of any mortgage, security interest, lien, pledge, charge, title retention agreement, encumbrance or any similar adverse claim whatsoever (an “Encumbrance”), other than the Encumbrances granted by the Shareholder in favour of the Option Holder pursuant to the Akumin Share Charge (as defined in the Deed of Settlement) and of any rights or privileges capable of becoming an Encumbrance, and it is entitled to sell, transfer and assign to the Option Holder marketable registered, legal and beneficial title to the Option Shares, free and clear of any such claims, liens, encumbrances, rights and privileges. The Shareholder shall promptly notify the Option Holder in writing if any of the above representations and warranties becomes untrue or incorrect during the term of this Agreement.

4. COMPLETION OF THE SALE OF THE OPTION SHARES

4.1 Time and Place. The closing of the purchase and sale of Option Shares shall take place at the location indicated by the Option Holder in the Exercise Notice at 10:00 a.m. on the third (3rd) business day following delivery of the Exercise Notice, or at such other time and place as the parties may agree, acting reasonably (the “Closing Date”).

4.2 Deliveries and Payment. At the closing hereunder:

(a) Each party hereto shall execute and deliver or cause to be executed and delivered to each other all documents required to sell and deliver to the Option Holder the Option Shares being purchased, free and clear of all Encumbrances, other than the Encumbrances granted by the Shareholder in favour of the Option Holder pursuant to the Akumin Share Charge;

(b) The Exercise Price shall be satisfied and fulfilled by the Option Holder reducing the amount payable in accordance with Section 2.2 of the Deed of Settlement; and

(c) The Shareholder shall deliver to the Option Holder any share certificates required in connection with the exercise of the Option.

4.3 Further Assurances. Each of the parties shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of this Agreement in connection with the exercise of the Option, the sale of the Option Shares and the payment of the Exercise Price.

5. MISCELLANEOUS

5.1 Adjustment of Option Shares. All references to the number of Option Shares shall be appropriately adjusted to reflect any stock split, stock dividend, consolidation, or other change in the number of common shares held by the Shareholder which may be made by the Company after the date of this Agreement.

5.2 Beneficial or Other Interests in the Option Shares. Notwithstanding that the Shareholder may transfer registered ownership of the Option Shares to the Option Holder (or its nominee) so that the Option Holder (or its nominee) may appear as the “owner of record” thereof, all references to the Option Shares and the Option shall be construed as including any and all interests (including legal or beneficial interests) that the Shareholder may have in the Option Shares subsequent to such a transfer.

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5.3 Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the parties.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in such Province and this Agreement shall be treated, in all respects, as an Ontario contract.

5.5 Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party waiving such provision. No failure or delay by a party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a party of any breach by any other party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

5.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior agreements or understandings both oral and written between the parties hereto relating to such subject matter. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by a party hereto.

5.7 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such illegal, void or unenforceable provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its term.

5.8 Binding Effect. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and each of their successors and permitted assigns.

5.9 Assignment. The Option Holder may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the Shareholder. The Shareholder shall not have the right to assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without first obtaining the prior written consent of the Option Holder.

5.10 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

5.11 Paramountcy. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Deed of Settlement then, notwithstanding anything contained in this Agreement, the provisions contained in the Deed of Settlement shall prevail to the extent of such conflict or inconsistency and the provisions of this Agreement shall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to the Option Holder under the Deed of Settlement. If any act or omission of the Shareholder is expressly permitted under the Deed of Settlement but is expressly prohibited under this Agreement, such act or omission shall be permitted. If any act or omission is expressly prohibited under this Agreement, but the Deed of Settlement does not expressly permit such act or omission, or if any act is expressly required to be performed under this Agreement but the Deed of Settlement does not expressly relieve the Shareholder from such performance, such circumstance shall not constitute a conflict or inconsistency between the applicable provisions of this Agreement and the provisions of the Deed of Settlement.

5.12 Electronic Signature. Delivery of an executed signature page to this Agreement by the parties hereto by facsimile or other electronic form of transmission shall be as effective as delivery by such party of a manually executed copy of this Agreement.

[Signature page follow]

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IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

THAIHOT INVESTMENT COMPANY LIMITED

By:	/s/ Huang Min
Name:	Huang Min
Title:	Authorized Signatory

HAITONG INTERNATIONAL PRODUCTS & SOLUTIONS LIMITED

By:	/s/ Luk Wai Yin
Name:	Luk Wai Yin
Title:	Director / Authorized Signatory

Thaihot Cayman – Call Option Agreement