22 January GOLDMAN SACHS INTERNATIONAL (as Borrower) and. QUICKVIEW LIMITED (as Lender) SHARE STAPLED UNITS BORROWING AGREEMENT

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1 22 January 2014 GOLDMAN SACHS INTERNATIONAL (as Borrower) and QUICKVIEW LIMITED (as Lender) SHARE STAPLED UNITS BORROWING AGREEMENT

2 CONTENTS CLAUSE PAGE 1. INTERPRETATION LOAN OF SECURITIES DELIVERY OF LOANED SECURITIES RIGHTS AND TITLE REDELIVERY OF EQUIVALENT SECURITIES LENDER S WARRANTIES DIVIDENDS AND DISTRIBUTIONS BORROWER S WARRANTIES AND OBLIGATIONS TERM AND TERMINATION OBSERVANCE OF PROCEDURES EVENT OF DEFAULT SEVERANCE FURTHER ASSURANCE AND REMEDIES SPECIFIC PERFORMANCE NOTICES ASSIGNMENT NON-WAIVER GOVERNING LAW TIME COUNTERPARTS ENTIRE AGREEMENT VARIATION...13 SCHEDULE FORM OF STOCK BORROWING REQUEST...14

3 THIS AGREEMENT is made on 22 January 2014 BETWEEN: (1) GOLDMAN SACHS INTERNATIONAL, a company incorporated in England and Wales whose registered office is at Peterborough Court, 133 Fleet Street, London, EC4A 2BB (the Borrower); and (2) QUICKVIEW LIMITED, a company incorporated under the laws of the British Virgin Islands with limited liability, whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the Lender). WHEREAS: (A) The Borrower is an affiliate of Goldman Sachs (Asia) L.L.C. which has been appointed to act as one of the joint global coordinators (the Joint Global Coordinators) and joint bookrunners, and the stabilizing manager of the Global Offering of Share Stapled Units (details of which are set out in the Prospectus). (B) The Lender will be the legal and beneficial owner of 4,409,300,000 Share Stapled Units immediately following the completion of the Reorganisation and the Global Offering (prior to any exercise of the Over-allotment Option), representing approximately 49.9% of the Share Stapled Units then in issue. (C) In connection with the International Offering, the Joint Global Coordinators may over-allocate Share Stapled Units to institutional and professional investors and other investors. (D) Subject to the Global Offering becoming unconditional, the Lender agrees to lend to the Borrower, or such entity as the Borrower may direct, on request by the Borrower, the Securities (namely, up to a maximum of 664,035,000 Share Stapled Units) by making them available for use by the Borrower, or such entity as the Borrower may direct, to facilitate settlement in relation to any over-allocation referred to in Recital (C) above, subject to the terms and conditions set out in this Agreement. (E) The Borrower agrees to redeliver to the Lender the Equivalent Securities on or before the Redelivery Date in accordance with the terms and conditions set out in this Agreement. IT IS HEREBY AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement (including the Recitals and the Schedule) the following words and expressions shall, unless the context otherwise requires, have the following meanings: Agreement means this agreement (including the Recitals and the Schedule), as may be amended, modified or supplemented from time to time in accordance with the terms hereof; Borrowing Request means the one-off request made by the Borrower in writing to the Lender pursuant to Clause 2.1 in the form set forth in the Schedule (or such other form as may be agreed by the Parties);

4 Business Day means a day (other than a Saturday, Sunday and public holiday in Hong Kong) on which licensed banks are open for business generally in Hong Kong; CCASS means the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited; Collector means the Collector of Stamp Revenue appointed under Section 3 of the Stamp Duty Ordinance; Company means HK Electric Investments Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability; Effective Date means the date of this Agreement; Encumbrance means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right or preference granted to any third party, or any other encumbrance or security interest of any kind; Equivalent Securities means securities of an identical type, nominal value, description and amount and with identical rights attached thereto as the Loaned Securities which may be borrowed pursuant to Clause 2, and such term shall include the certificates and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate); Event of Default has the meaning ascribed to it under Clause 11.1; Global Offering means the Hong Kong Public Offering and the International Offering (including the Preferential Offering); HK$ means Hong Kong dollars, the lawful currency of Hong Kong; HK Electric Investments means HK Electric Investments, as constituted pursuant to the Trust Deed; Hong Kong Public Offering has the meaning ascribed to it in the Prospectus; International Offering has the meaning ascribed to it in the Prospectus; International Underwriters has the meaning ascribed to it in the International Underwriting Agreement; International Underwriting Agreement means the underwriting agreement relating to the International Offering entered into between the Trustee-Manager, the Company, PAH, Quickview, the Joint Global Coordinators, the Joint Sponsors and the International Underwriters on 22 January 2014 in connection with the underwriting of the International Offering; Joint Global Coordinators means Goldman Sachs (Asia) L.L.C. and The Hongkong and Shanghai Banking Corporation Limited; Joint Sponsors means Goldman Sachs (Asia) L.L.C. and HSBC Corporate Finance (Hong Kong) Limited; Listing Date means the date, expected to be on or about 29 January 2014, on which dealings in the Share Stapled Units first commence on the Stock Exchange;

5 Loan means the loan of Securities under this Agreement; Loaned Securities means the Securities delivered under the Loan hereunder pursuant to the Borrowing Request duly made in accordance with Clause 2 and includes the certificates and other documents of or evidencing title and transfer thereof or such varied number of Securities where a request for such variation has been made and accepted in accordance with Clause 2.2; Ordinary Shares means ordinary shares with a nominal value of HK$ each in the share capital of the Company conferring the rights set out in the articles of association of the Company; Over-allotment Option means the option granted by the Lender under the International Underwriting Agreement to the International Underwriters, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters), pursuant to which the Lender may be required to sell up to an additional 664,035,000 Share Stapled Units to, among other things, cover over-allocations in the International Offering; Parties means the Lender and the Borrower and Party means either of them; Preference Shares means preference shares with a nominal value of HK$ each in the share capital of the Company conferring the rights set out in the articles of association of the Company; Preferential Offering has the meaning ascribed to it in the Prospectus; Prospectus means the prospectus of HK Electric Investments and the Company dated 16 January 2014 in relation to the Hong Kong Public Offering; Redelivery Date means the third Business Day following the earlier of (i) the last day on which the Over-allotment Option may be exercised and (ii) the day on which the Overallotment Option is exercised in full, or such other time as may be agreed in writing between the Parties; Reorganisation has the meaning ascribed to it in the Prospectus; Securities means up to 664,035,000 Share Stapled Units which may be lent to the Borrower, or such entity as it may direct, by the Lender pursuant to this Agreement; Settlement Date means the date upon which Securities are or are to be transferred to the Borrower, or such entity as it may direct in accordance with this Agreement, which shall be the second Business Day following the date of the Borrowing Request, provided that the Settlement Date shall in no event be earlier than the Listing Date; Share Stapled Unit means the combination of the following securities or interests in securities which, subject to the provisions in the Trust Deed, can only be dealt with together and may not be dealt with individually or one without the others: (a) (b) a Unit; the beneficial interest in a specifically identified Ordinary Share linked to the Unit and held by the Trustee-Manager as legal owner (in its capacity as trustee-manager of HK Electric Investments); and

6 (c) a specifically identified Preference Share stapled to the Unit; Stamp Duty Ordinance means the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong); Stock Exchange means The Stock Exchange of Hong Kong Limited; Trust Deed means the trust deed dated 1 January 2014 constituting HK Electric Investments, entered into between the Trustee-Manager and the Company; Trustee-Manager means HK Electric Investments Manager Limited, a company incorporated in Hong Kong, in its capacity as trustee-manager of HK Electric Investments; Unit means an undivided interest in HK Electric Investments, which confers the rights stated in the Trust Deed as being conferred by a Unit (whether in its own right or as a component of a Share Stapled Unit); and U.S. Securities Act means the United States Securities Act of 1933, as amended. 1.2 All headings appear for convenience only and shall not affect the interpretation hereof. 1.3 Notwithstanding the use of expressions such as borrow, lend or redeliver, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to the Securities borrowed or lent in accordance with this Agreement shall pass from one Party to the other as provided for in this Agreement, with the Borrower obtaining such title being obliged to redeliver the Equivalent Securities to the Lender. 1.4 Title to the Securities borrowed or lent in accordance with this Agreement shall, notwithstanding that delivery thereof has taken place, not pass from the Lender to the Borrower or to such entity as it may direct, as the case may be, until the Listing Committee of the Stock Exchange has granted approval for the Securities to be admitted to trading on the Stock Exchange. 1.5 All references to time in this Agreement are to Hong Kong time. 1.6 Unless the context otherwise requires, references to any Clause or Schedule is to a clause of or schedule to this Agreement. 2. LOAN OF SECURITIES 2.1 Subject to the Global Offering becoming unconditional and subject to the terms and conditions of this Agreement, the Lender shall, on or before Listing Date, upon receipt of the Borrowing Request from the Borrower no later than two Business Days prior to the Settlement Date stated in the Borrowing Request, lend or procure the lending of the number of Share Stapled Units as set out in the Borrowing Request (which shall be subject to the maximum limit of 664,035,000 Share Stapled Units) to the Borrower, or such entity as it may direct, and the Borrower, or such entity as it may direct, shall borrow such number of Share Stapled Units from the Lender in accordance with the terms and conditions of this Agreement. 2.2 The Borrower has the right to vary the amount of Share Stapled Units referred to in the Borrowing Request duly made in accordance with Clause 2.1 provided that (a) the Borrower has notified the Lender in writing in accordance with Clause 15 of such variation no later than 12:00 noon on the Business Day prior to the Settlement Date stated in the

7 Borrowing Request (unless otherwise agreed between the Parties) and (b) the Lender shall have agreed to such variation in writing, and provided further that the varied amount of Share Stapled Units is still subject to the maximum upper limit of 664,035,000 Share Stapled Units. 2.3 Notwithstanding the provisions in this Agreement with respect to when the Loan occurs, the Loan shall not occur until the relevant Loaned Securities shall have been delivered to the Borrower, or such entity as it may direct, in accordance with the delivery instructions set out in the Borrowing Request or otherwise agreed between the Parties in writing. 2.4 The Parties agree that in respect of any Loan, the Borrower is not required to pay the Lender any stock borrowing fee or other consideration and that no collateral (cash or otherwise) shall be provided by the Borrower to the Lender in connection with any Loan under this Agreement. Furthermore, both Parties acknowledge it is intended that this Agreement shall constitute a stock borrowing and lending agreement as defined in Section 19(16) of the Stamp Duty Ordinance. 2.5 The Lender represents, warrants and undertakes to the Borrower that immediately following the completion of the Reorganisation and at all times thereafter through the continuance of this Agreement, the Lender shall have sufficient Share Stapled Units available to lend to the Borrower, or such entity as it may direct, to satisfy any Borrowing Request made hereunder. 2.6 For the avoidance of doubt, subject to the other provisions of this Clause 2, the Borrower may not make more than one Borrowing Request during the term of this Agreement. 3. DELIVERY OF LOANED SECURITIES 3.1 In respect of any Loan, the Lender shall deliver the Loaned Securities to the Borrower, or such entity as it may direct, in accordance with the Borrowing Request together with (where relevant) appropriate duly executed instruments of transfer and such other instruments as may be required to vest title thereto in the Borrower, or such entity as it may direct. Without prejudice to Clause 4, such Loaned Securities shall be deemed to have been delivered by the Lender to the Borrower: (i) on delivery in accordance with the Borrowing Request to the Borrower, or such entity as it may direct, of the relevant instruments of transfer and Share Stapled Unit certificate(s); or (ii) in the case of Loaned Securities held by an agent or a clearing or settlement system or depositary, on the effective instructions to such agent or the operator of such system to hold the Loaned Securities absolutely for the Borrower, or such entity as it may direct; or (iii) on procuring such Loaned Securities to remain or to be credited to the account of the Borrower or such entity as it may direct, and debited from the account of the Lender; or (iv) by such other means as may be agreed by the Parties in writing. 3.2 Notwithstanding any provision of this Agreement, it is hereby acknowledged and agreed for all purposes that until the Loaned Securities have been delivered to the Borrower, or such entity as it may direct, no interest whatsoever in the Loaned Securities shall pass to the Borrower, or such entity as it may direct, and no Loan shall occur. 4. RIGHTS AND TITLE 4.1 The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all rights, title and interest in and to: (a) (in the case of the Lender) any Loaned Securities borrowed pursuant to and in accordance with Clause 2; and

8 (b) (in the case of the Borrower) any Equivalent Securities redelivered pursuant to Clause 5, shall pass from one Party to the other subject to the terms and conditions contained in this Agreement and in accordance with the Borrowing Request, on delivery or redelivery (as the case may be) of the same in accordance with this Agreement, free from all Encumbrances. In the case of Loaned Securities or Equivalent Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of book entries (including but not limited to CCASS), delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time. The Party acquiring such rights, title and interest shall have no obligation to return or redeliver any of the assets so acquired except that, in so far as any Loaned Securities are concerned, the Borrower shall be obliged, subject to the terms of this Agreement, to redeliver or procure the redelivery of Equivalent Securities in accordance with Clause 5 and the redelivery of such Equivalent Securities in such manner shall constitute full and complete discharge of the Borrower s obligation to return or redeliver such Loaned Securities. 4.2 The Borrower shall comply with all reasonable written instructions received from the Lender in respect of conversions, sub-divisions, consolidations, redemptions, takeovers, preemptions, options, voting or other rights with respect to the Loaned Securities, provided that such instructions are received by the Borrower in writing no later than three Business Days prior to the date on which the required actions are to be taken. 4.3 Nothing herein shall be construed as an offer by the Lender to any person of any of the Securities, nor constitute the Borrower as the Lender s agent in making such offer. 5. REDELIVERY OF EQUIVALENT SECURITIES 5.1 The Borrower undertakes to redeliver or procure the redelivery of, on or before 5:30 p.m. (Hong Kong time) on the Redelivery Date, all Equivalent Securities in accordance with this Agreement and the terms of the Borrowing Request. The Borrower shall notify the Lender by giving at least one Business Day s prior notice of any redelivery. The Lender agrees that the Borrower, or such entity as it may direct, shall have the right to redeliver Equivalent Securities through any means as the Parties may agree. The Lender further agrees that the Borrower, or such entity as it may direct, shall be entitled to redeliver the Equivalent Securities by instalments in the form of physical Share Stapled Unit certificate(s) or through CCASS, by exercising the Over-allotment Option and procuring the relevant number of the Share Stapled Units which are subject to the Over-allotment Option to be sold by the Lender, or by such other means as the Parties may agree, provided that all costs and expenses in relation to or in connection with the redelivery of the Equivalent Securities shall be borne by the Borrower. Without prejudice to Clause 11.2, the Lender shall not recall the Loan prior to the Redelivery Date. Any reference or provision herein or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to re-deliver or account for or act in relation to the Loaned Securities shall accordingly be construed as a reference to an obligation to re-deliver or account for or act in relation to the Equivalent Securities. 5.2 In the event of a failure of the Borrower to redeliver or procure the redelivery of Equivalent Securities to the Lender in accordance with this Agreement, the Lender shall, without prejudice to its rights and remedies, have the option (but shall not be obliged) to exercise a buy-in right whereby the Lender shall acquire Equivalent Securities at the best price then reasonably obtainable in the market. Provided that at least three Business Days written notice has been given to the Borrower of the likelihood of such a buy-in, the Borrower shall reimburse the Lender all reasonable costs (including but not limited to the

9 aggregate acquisition price for the Equivalent Securities) and reasonable expenses properly incurred therewith, including but not limited to, stamp duty, transaction levy and brokerage commission incurred by the Lender as a result of such buy-in within three Business Days after receipt of written evidence of such costs and expenses incurred. To the extent that such a buy-in right is effected and completed in full, the obligation of the Parties to make and take redelivery of the Equivalent Securities in respect of which the Borrower fails to make redelivery (and which the Lender has exercised a buy-in right) as specified above shall be discharged. 5.3 Subject to the terms of the Borrowing Request, the Borrower shall be entitled at any time to terminate the Loan or part of a particular Loan and to redeliver or procure the redelivery of all and any Equivalent Securities due and outstanding to the Lender in accordance with this Agreement. The Lender shall accept such redelivery. 5.4 This Clause 5 and the Borrower s obligations relating to the redelivery of the Equivalent Securities shall survive any termination or expiry of this Agreement (including termination or expiry pursuant to Clause 9). 6. LENDER S WARRANTIES 6.1 The Lender warrants and undertakes to the Borrower on and as at the date of this Agreement and during the term of this Agreement that: (a) (b) (c) (d) (e) (f) (g) it has all necessary licences and approvals and is duly authorised and empowered to perform its duties and obligations under this Agreement and it has taken all necessary action to authorise the execution, delivery and performance of this Agreement; this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms; the execution, delivery and performance by it of the terms of this Agreement and its lending of the Securities pursuant to this Agreement will comply with all laws, rules and regulations applicable to it in Hong Kong; it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations hereunder; it is, or will be immediately prior to the transfer of the Loaned Securities to the Borrower or such entity as it may direct, absolutely entitled to pass full legal and beneficial ownership of all Loaned Securities provided by it hereunder to the Borrower, or to such entity as the Borrower may direct, free from all Encumbrances; the Loaned Securities provided by it under this Agreement are or will be, at the time of provision of each Loan, fully paid, rank pari passu in all respects with the other Share Stapled Units in issue, be fully entitled to all dividends and distributions and, subject to the granting by the Stock Exchange of its approval for the listing of, and permission to deal in, the issued Share Stapled Units (including the Securities) on the Stock Exchange, be listed on the Stock Exchange; it has made its own independent decisions to enter into the Loan on the terms and conditions set out in this Agreement and as to whether the Loan is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the

10 Borrower as investment advice or as a recommendation to enter into the Loan; it being understood that information and explanations related to the terms and conditions of the Loan shall not be considered investment advice or a recommendation to enter into the Loan. No communication (written or oral) received from the Borrower shall be deemed to be an assurance or guarantee as to the expected results of the Loan; and it is acting as principal in respect of this Agreement. 6.2 The warranties given by the Lender in Clause 6.1 shall remain in full force and effect notwithstanding completion of the transactions referred to or contemplated by this Agreement. 7. DIVIDENDS AND DISTRIBUTIONS 7.1 The Borrower, or such entity as it may direct, shall pay or procure the payment to the Lender such amounts as are equal to the amount of any dividend or other distribution or payment or entitlement of any kind whatsoever made by HK Electric Investments and the Company on or in respect of the Loaned Securities where the payment dates or the record dates (as the case may be) for such dividends, distributions, payments or entitlements occur during the period from the date of the delivery of the Loaned Securities by the Lender to the Borrower to the date of redelivery to the Lender of the Equivalent Securities by the Borrower (or the date on which the Lender receives the Equivalent Securities pursuant to the exercise of the buy-in right pursuant to Clause 5.2) (both days inclusive). 7.2 Any cash dividends, distributions, payments, interest or entitlements made on or in respect of the Loaned Securities, which the Lender is entitled to receive pursuant to this Clause 7, shall be paid to the Lender by the Borrower, or by such entity as it may direct, within five Business Days after the date of receipt of the dividend, distribution, payment, interest or entitlement by the holder of the Loaned Securities or such other date as the Parties may from time to time agree. Non-cash distributions or entitlements on the Loaned Securities shall be added to the Loaned Securities and regarded as having been lent by the Lender to the Borrower, and shall be considered as such for all purposes, except that if the Loan has terminated, the Borrower, or such entity it may direct, shall forthwith deliver the same to the Lender. 7.3 In the case of any dividend or distribution made on or in respect of Loaned Securities comprising a payment, the amount payable by the Borrower to the Lender hereunder shall be equal to the amount of the relevant dividend or distribution. 8. BORROWER S WARRANTIES AND OBLIGATIONS 8.1 The Borrower hereby warrants and undertakes to the Lender on and as at the date of this Agreement and during the term of this Agreement that: (a) It, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, has all necessary licences and approvals and is duly authorised and empowered to perform its duties and obligations under this Agreement and has taken all necessary action to authorise the execution, delivery and performance of this Agreement; (b) (c) this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms; neither it, nor such entity which takes delivery of the Loaned Securities pursuant to Clause 3, is restricted under the terms of its respective constitution or in any other

11 manner from borrowing all or any part of the Loaned Securities in accordance with this Agreement or from otherwise performing its obligations hereunder; (d) it, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, is borrowing or will borrow Loaned Securities under this Agreement only to settle over-allocations of Share Stapled Units under the International Offering, and will not use the Loaned Securities for any other purpose; (e) the execution, delivery and performance by it, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, of the terms of this Agreement and the borrowing of the Securities pursuant to this Agreement by it or by such entity will comply with all applicable laws, rules and regulations in Hong Kong; (f) it, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, will be absolutely entitled to pass full legal and beneficial ownership of all Equivalent Securities provided by it, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, hereunder to the Lender free from all Encumbrances at the time of redelivery to the Lender; (g) (h) the Equivalent Securities provided by it, or such entity which takes delivery of the Loaned Securities pursuant to Clause 3, as the case may be, under this Agreement will be, at the time of redelivery to the Lender, fully paid, rank pari passu in all respects with the other Share Stapled Units in issue, be fully entitled to all dividends and distributions and, subject to the granting by the Stock Exchange of its approval for the listing of, and permission to deal in, the issued Share Stapled Units (including the Equivalent Securities) on the Stock Exchange, be listed on the Stock Exchange; and it is acting as principal in respect of this Agreement. 8.2 The warranties given by the Borrower in Clause 8.1 shall remain in full force and effect notwithstanding completion of the transactions referred to or contemplated by this Agreement. 8.3 The Borrower hereby undertakes promptly to pay and account for any stamp, transfer or similar duties and/or taxes and levies chargeable in Hong Kong, in connection with any transfers relating to the borrowing of the Loaned Securities and the redelivery of the Equivalent Securities pursuant to this Agreement. 8.4 Notwithstanding the foregoing, where the Equivalent Securities are to be redelivered in the form of physical Share Stapled Unit certificate(s) pursuant to Clause 5.1, all additional costs and expenses incurred by the Borrower or such entity as the Borrower may direct in connection with such redelivery of Equivalent Securities in the form of physical Share Stapled Unit certificate(s) which would not otherwise be incurred if the Equivalent Securities were redelivered other than in physical form shall be borne by the Lender. 9. TERM AND TERMINATION This Agreement may only be terminated by the Parties (and shall automatically terminate) if the International Underwriting Agreement has been terminated. Subject to the foregoing, this Agreement shall be effective for the period commencing on the Effective Date and expiring on the Redelivery Date (both dates inclusive), but such expiry shall be without prejudice to any obligations which remain undischarged or otherwise outstanding, and Clause

12 8.3 and any other provisions of this Agreement which are expressed to survive for a longer period, notwithstanding the termination of this Agreement. 10. OBSERVANCE OF PROCEDURES Each Party agrees that in taking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and time periods required by the relevant laws and regulations and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any Loaned Securities or Equivalent Securities entered into pursuant to this Agreement. 11. EVENT OF DEFAULT 11.1 There shall be an event of default ( Event of Default ) under this Agreement: (a) (b) (c) if either Party is in material breach of any of the warranties given by it pursuant to Clause 6 or Clause 8 (as the case may be); if the Borrower shall fail to make the payment of dividends, distribution or payment or entitlement as required by Clause 7 and such failure is not cured within five Business Days of notice in writing of such failure to the Borrower; or if the Borrower shall have been suspended or expelled from membership or participation in any securities exchange, clearing house or association or other selfregulatory organisation or if it is suspended from dealing in securities by any governmental agency or other authority which affects the Borrower s ability to perform its obligations under this Agreement A Party shall notify the other Party if an event of default occurs in relation to it If an Event of Default occurs, in respect of either Party and that Party has notified the other Party pursuant to Clause 11.2, that Party s delivery or redelivery obligations and other obligations it has under this Agreement shall accelerate to require such obligations to be performed on the date on which the first Event of Default occurs. 12. SEVERANCE 12.1 If any provision of this Agreement is declared by any judicial or other competent authority to be illegal, void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision. 13. FURTHER ASSURANCE AND REMEDIES 13.1 Each Party shall sign, execute and deliver all such documents and do all such acts as shall be reasonably required by the other Party to vest the legal and beneficial ownership of the Loaned Securities in the Borrower, or such entity as it may direct, and of the Equivalent Securities in the Lender and to enable the exercise of their respective rights and to give effect to the transactions contemplated by this Agreement 13.2 The rights, powers, privileges and remedies provided herein are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. All remedies

13 hereunder shall survive the termination of the Loan, the redelivery of Equivalent Securities and the termination or expiry of this Agreement. 14. SPECIFIC PERFORMANCE 14.1 Each Party agrees that in relation to any legal proceedings, it will not seek specific performance of the other Party s obligation to deliver or redeliver Loaned Securities or Equivalent Securities (as the case may be) in circumstances where the Share Stapled Units are suspended from trading on the Stock Exchange, but without prejudice to any other rights it may have. 15. NOTICES 15.1 Any notice or other communication given or made under this Agreement shall be in writing in the English language and may be delivered by hand or given by facsimile or by prepaid post. If delivered by hand, such notice or communication shall be deemed to have been received on the date of despatch. If given by facsimile, such notice or communication shall be deemed to have been received on receipt of confirmation of successful transmission. If delivered by pre-paid post, such notice or communication shall be deemed to have been received two Business Days after posting. Any such notice or communication shall be sent to the Party to whom it is addressed as follows (or to such other address or facsimile number notified by the relevant Party): (a) If to the Lender: Address : c/o 44 Kennedy Road Hong Kong For the attention of : Mr. Ng Wai Cheong, Alex Facsimile no. : (852) (b) If to the Borrower: Address : c/o Goldman Sachs (Asia) L.L.C. 68 th Floor, Cheung Kong Centre 2 Queen s Road Central, Hong Kong For the attention of : Jessamine Leung Facsimile no. : (852) ASSIGNMENT 16.1 Neither Party may charge, assign or transfer all or any of its rights or obligations hereunder without the prior written consent of the other Party. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and permitted assigns. 17. NON-WAIVER 17.1 No failure or delay by either Party to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided. Without limiting the foregoing, no waiver by any Party

14 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. 18. GOVERNING LAW 18.1 This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong. 19. TIME 19.1 Time shall be of the essence of this Agreement. 20. COUNTERPARTS 20.1 This Agreement may be executed in any number of counterparts and by the Parties hereto on separate counterparts, each of which when so executed shall be an original but all of which shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by attachment shall be an effective mode of delivery. 21. ENTIRE AGREEMENT 21.1 This Agreement constitutes the entire agreement between the Lender and the Borrower relating to the stock borrowing to the exclusion of any terms implied by law which may be excluded by contract. This Agreement supersedes and extinguishes all previous agreements or understandings (whether in writing, verbal or otherwise) relating to the stock borrowing which shall cease to have any further force or effect and each party acknowledges that no party hereto has entered into this Agreement in reliance upon any representation, warranty, promise, agreement or undertaking which is not set out or referred to expressly in this Agreement. 22. VARIATION 22.1 A variation or amendment of this Agreement is valid only if it is in writing and signed by each party or signed on its behalf by its authorised representative.

15 SCHEDULE FORM OF STOCK BORROWING REQUEST [ ] 2014 Quickview Limited c/o 44 Kennedy Road Attention: Mr. Alex Ng Dear Sirs Stock Borrowing Request We refer to the Share Stapled Units Borrowing Agreement dated 22 January 2014 entered into between ourselves (as Borrower) and yourselves (as Lender) (the Agreement). Unless defined otherwise, terms used in this letter shall have the same meanings as defined in the Agreement. Pursuant to Clause 2.1 of the Agreement, we hereby elect to borrow from you, as the Lender, [ ] Share Stapled Units (the Loan) in accordance with the terms of the Agreement. The Loan shall take effect at 9:00 a.m. on [ ] Details of the stock borrowing arrangement are as follows: Number of Loaned Securities : [ ] Share Stapled Units Name of borrower : Goldman Sachs International Settlement date : [ ] Method of delivery : CCASS to the following CCASS participant account CCASS account name : Goldman Sachs Securities (Asia) Limited CCASS account number : B01451 Contact name : Jessamine Leung Telephone number : (852) We undertake to redeliver, on or before 5:30 p.m. (Hong Kong time) on the Redelivery Date, Equivalent Securities to you in accordance with the Agreement. Please confirm receipt of this Borrowing Request by signing and returning the enclosed copy of this letter.

16 Yours faithfully For and on behalf of Goldman Sachs International Name: Title:

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