China Automation : (023) Share Purchase Agreement

Execution Copy

THIS AGREEMENT is dated 14 June and is made AMONG:

1. BRIGHTEX ENTERPRISES LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands with company number 1904314 and its registered office at Morgan & Morgan Building, P.O. Box 958, Pasea Estate, Road Town, Tortola, British Virgin Islands ("Brightex Enterprises");
2. XUAN RUI GUO (宣瑞国), an individual holding the passport of the People's Republic of China (No: E05163617), whose address is 20A Building 1, Fenglin Lvzhou, Datun Road, Chaoyang District, Beijing, the PRC ("Mr. Xuan" and together with Brightex Enterprises, the "Buyers" and individually, a "Buyer");
3. ASCENDENT AUTOMATION (CAYMAN) LIMITED, an exempted company incorporated under the laws of the Cayman Islands with company number 310028 and its registered office at c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008,Cayman Islands (the "Seller"); and
4. ARACO INVESTMENT LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands with company number 1907170 and its registered office at Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, British Virgin Islands (the "Corporate Guarantor").
   Each of the parties listed above is referred to herein individually as a "Party" and collectively as the "Parties."

BACKGROUND:

1. Brightex Enterprises and the Seller as joint offerors propose to privatize China Automation Group Limited ("CAG") by way of the Scheme (as defined below) and to withdraw the listing of CAG Shares (as defined below) from The Stock Exchange of Hong Kong Limited.
2. The Parties entered into a facility agreement on or about 14 June, 2019, pursuant to which, the Seller agreed to lend, and Brightex Enterprises agreed to borrow, a term loan facility in the principal amount of US$51,000,000 (or its equivalent in HK$) to finance the funds required for the Scheme (the "Scheme Facility Agreement").
3. As further consideration for the Parties entering into the Scheme Facility Agreement, the Seller desires to sell to the Buyers and the Buyers desire to purchase from the Seller the Subject Shares, subject to the terms and conditions set forth hereunder.
4. It is intended that this document takes effect as a deed notwithstanding the fact that a Party may only execute this document under hand.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

"Brightex Enterprises" has the meaning given to it in the preamble of this Agreement.

"Buyer" or "Buyers" has the meaning given to it in the preamble of this Agreement.

"CAG" has the meaning given to it in the recitals of this Agreement.

"CAG Shares" means ordinary share(s) of HK$0.01 each in the share capital of CAG. "Corporate Guarantor" has the meaning given to it in the preamble of this Agreement. "Delisting" means the delisting of CAG from the Main Board of the HKSE.

"Final Repayment Date" means 20 December 2019.

"First Tranche Completion" has the meaning given to it in Clause 3.1(c)(i).

"First Tranche Completion Date" has the meaning given to it in Clause 3.1(c)(i). "First Tranche Payment Date" has the meaning given to it in Clause 3.1(b).

"First Tranche Purchase Price" means the product obtained by multiplying (a) the number of the First Tranche Subject Shares, by (b) the Cancellation Price.

"First Tranche Subject Shares" means 95,000,000 CAG Shares.

"First Tranche Transfer Documents" means all instruments of transfer, bought and sold notes and such other documents in connection with the sale and purchase of the First Tranche Subject Shares, in each case to be entered into by and between the Relevant Buyer and the Seller in the form to the satisfaction of the Seller.

"Issuance Date" means the date on which CAG issues the New CAG Shares to the Seller.

"New CAG Shares" means the new CAG Shares in an amount equal to the Scheme Shares issued or to be issued to the Seller following the cancellation of the Scheme Shares.

"Party" or "Parties" has the meaning given to it in the preamble of this Agreement.

"Purchase Price" means the product obtained by multiplying (a) the number of the New CAG Shares, by (b) the Cancellation Price.

"Relevant Buyer" means such Buyer or Buyers or one or more persons designated by the Buyers (provide that such person(s) shall have been approved by the Seller pursuant to Clause 8 and have executed a deed of adherence in the form attached hereto as Schedule

1. to purchase all or part of the First Tranche Subject Shares and/or the Remaining Tranche Subject Shares (as applicable) and make the relevant payment in accordance with Clause 3.

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"Remaining Tranche Completion" has the meaning given to it in Clause 3.2(b)(i).

"Remaining Tranche Completion Date" has the meaning given to it in Clause 3.2(b)(i).

"Remaining Tranche Purchase Price" means the Purchase Price minusthe First Tranche Purchase Price.

"Remaining Tranche Subject Shares" means such number of CAG Shares equal to: (a) if the First Tranche Completion has taken place in accordance with Clause 3.1(c), the total number of the Subject Shares, minusthe number of the First Tranche Subject Shares, or (b) if the First Tranche Completion has not taken place in accordance with Clause 3.1(c), the total number of the Subject Shares.

"Remaining Tranche Transfer Documents" means all instruments of transfer, bought and sold notes and such other documents in connection with the sale and purchase of the Remaining Subject Shares, in each case to be entered into by and between the Relevant Buyer and the Seller in the form to the satisfaction of the Seller.

"Scheme" means a scheme of arrangement under Section 86 of the Companies Law involving the cancellation of all the Scheme Shares and the restoration of the share capital of CAG to the amount immediately before the cancellation of the Scheme Shares.

"Scheme Effective Date" means the date on which the Scheme becomes effective in accordance with its terms.

"Scheme Facility Agreement" has the meaning given to it in the recitals of this Agreement.

"Seller" has the meaning given to it in the preamble of this Agreement.

"Subject Shares" means such number of CAG Shares equal to the number of the New CAG Shares.

1.2 Construction

1. Capitalised terms defined in the Scheme Facility Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.
2. The provisions of clause 1.2 (Construction) and 1.3 (Currency symbols and definitions) of the Scheme Facility Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Scheme Facility Agreement are to be construed as references to this Agreement.

2. EFFECTIVE DATE OF THIS AGREEMENT

This Agreement shall become effective immediately when there exists any circumstance constituting an Event of Default under any of Clause 17.6 (Insolvency), Clause 17.7 (Insolvency Proceedings), Clause 17.8 (Creditors' process) and Clause 17.9 (Failure to comply with final judgments) of the Scheme Facility Agreement, and the Seller is

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obligated to pay the Scheme Shareholders the Cancellation Price in cash in accordance with clause 2.5 of the Scheme Consortium Agreement. For the avoidance of doubt, this Agreement shall be terminated if the Delisting lapses.

3. TRANSFER OF THE SUBJECT SHARES; PURCHASE PRICE

3.1 First Tranche Subject Shares

1. Transfer of First Tranche Subject Shares. Subject to the terms and conditions set forth herein, at the First Tranche Completion, the Seller shall sell, transfer and deliver to the Relevant Buyer, and the Relevant Buyer shall purchase and acquire from the Seller, all the First Tranche Subject Shares (free of any and all encumbrances and together with all rights attached thereto at the First Tranche Completion), at an aggregate purchase price equal to the First Tranche Purchase Price..
2. Payment of First Tranche Purchase Price. The First Tranche Purchase Price shall be paid by the Relevant Buyer in immediately available funds to a bank account designated by the Seller on or prior to the Scheme Effective Date (such payment date, the "First Tranche Payment Date").
3. First Tranche Completion.
4. 1. Subject to the Relevant Buyer's payment of the First Tranche Purchase Price in accordance with Clause 3.1(b) above, the completion of the purchase of the First Tranche Subject Shares (the "First Tranche Completion") shall take place remotely via exchange and signatures on date that falls on the fifteenth (15th) Business Days after the Issuance Date, or at such other time and place as the Relevant Buyer and the Seller may agree in writing (the date on which such completion takes place, the "First Tranche Completion Date"). For the avoidance of doubt, the First Tranche Completion shall in any event take place after the Delisting Date.
   2. On the First Tranche Completion Date, (A) the Seller shall deliver to the Relevant Buyer the First Tranche Transfer Documents duly executed by the Seller, and (B) the Relevant Buyer shall deliver to the Seller the First Tranche Transfer Documents duly executed by the Relevant Buyer and all other parties thereto (other than the Seller).

3.2 Remaining Tranche Subject Shares

1. Transfer of Remaining Tranche Subject Shares. Subject to the terms and conditions set forth herein, at the Remaining Tranche Completion, the Seller agrees to sell, transfer and deliver to the Relevant Buyer, and the Relevant Buyer shall purchase and acquire from the Seller, all the Remaining Tranche Subject Shares (free of any and all encumbrances and together with all rights attached thereto at the Remaining Tranche Completion), at an aggregate purchase price equal to the Remaining Tranche Purchase Price.
2. Remaining Tranche Completion.

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1. 1. The completion of the purchase of the Remaining Tranche Subject Shares (the "Remaining Tranche Completion") shall take place remotely via exchange and signatures on the Final Repayment Date, or at such other time and place as the Relevant Buyer and the Seller may agree in writing (the date on which such completion takes place, the "Remaining Tranche Completion Date"). For avoidance of doubt, the Remaining Tranche Completion shall in any event take place after the Delisting Date.
   2. On the Remaining Tranche Completion Date, (A) the Seller shall deliver to the Relevant Buyer the Remaining Tranche Transfer Documents duly executed by the Seller, and (B) the Relevant Buyer shall deliver to the Seller the Remaining Tranche Transfer Documents duly executed by the Relevant Buyer and all other parties thereto (other than the Seller), and pay the Remaining Tranche Purchase Price in immediately available funds to a bank account designated by the Seller.
2. Eligibility
   Except for delivery of the First Tranche Transfer Documents, the Remaining Tranche Transfer Documents and such other documents as requested by the government authorities, registration authorities or CAG (to the extent in accordance with the then effective memorandum and articles of association of CAG) for the Relevant Buyer to be approved and registered as legal owner of the Subject Shares, each duly executed by the Seller, the Buyers are solely responsible for taking any steps necessary to enable them to become the legal owner of the Subject Shares.
3. No conditionality

1. The obligation of any Relevant Buyer to pay the First Tranche Purchase Price and the Remaining Tranche Purchase Price to the Seller is not conditional upon the receipt of any Authorisation or the completion of transfer of legal title in the Subject Shares to the Relevant Buyer.
2. The Seller has no duty or responsibility for obtaining any Authorisation needed to effect a transfer of the legal title to the Subject Shares to the Relevant Buyer other than such Authorisation required to be obtained by the Seller under applicable laws.

4. EVENT OF DEFAULT

If a Buyer fails to pay any amount payable by it under this Agreement to the Seller on its due date (the "Unpaid Amount"), the Seller may, by notice to the Buyers:

1. declare that all or part of the Unpaid Amount as of such due date, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;
2. declare that all or part of the Unpaid Amount as of such due date be payable on demand, whereupon they shall immediately become payable on demand by the Seller;
3. enforce the Transaction Security; and/or

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