Certain H Shares of Shenzhen Pagoda Industrial (Group) Corporation Limited are subject to a Lock-Up Agreement Ending on 16-JAN-2024. These H Shares will be under lockup for 368 days starting from 13-JAN-2023 to 16-JAN-2024.

Details:
We have also undertaken to each of the Sole Sponsor, the Overall Coordinator, the Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that, and each of our Controlling Shareholders undertakes to the same parties to procure that, except pursuant to the Global Offering (including the Over-allotment Option) or with the prior written consent of the Sole Sponsor, the Overall Coordinator and the Sole Global Coordinator (for themselves and on behalf of the Hong Kong Underwriters), and unless in compliance with the Listing Rules, we shall not, during a period of six months from the Listing Date (the ?First Six-Month Period?) and whether conditionally or unconditionally:

allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or contract or agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally or unconditionally, or repurchase any Shares or other equity securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other equity securities of the Company, as applicable, or any interest in any of the foregoing), or deposit any Shares or other securities of the Company, as applicable, with a depositary in connection with the issue of depositary receipts; or

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (legal or beneficial) of any Shares or other securities of the Company, as applicable, or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any Shares or other equity securities of the Company, as applicable, or any interest in any of the foregoing); or

enter into any transaction with the same economic effect as any transaction specified in sub-paragraph (i) or (ii) above; or

offer to or agree to or announce any intention to affect any transaction specified in sub-paragraph (i), (ii) or (iii) above,

Each of our Controlling Shareholders agrees and undertakes to each of the Sole Sponsor, the Overall Coordinator, the Sole Global Coordinator, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters and the Company that, subject to the terms of the Hong Kong Underwriting Agreement and until the expiry of the Second Six-Month Period, in the event that he or it enter into any of the transactions specified in (i), (ii), (iii) or (iv) above or offer to or agree to or announce any intention to effect any such transaction, he or it will take all reasonable steps to ensure that he or it will not create a disorderly or false market in the securities of the Company.