Exhibit 10.15
This exhibit is an English translation of a foreign language document.
The Company hereby agrees to supplementally furnish to the SEC, upon request, a copy of the foreign language document.
Shiyan City Operation Phase I Additional Bond Distribution Agreement
This Bond Distribution Agreement (the “Agreement”) is executed in Hong Kong on 23 July 2024 by and between:
Party A: ALPINE SECURITIES LIMITED
Business Registration No.: 67907746
Address: Unit 2027-2028, 20/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong
(“Underwriter”)
Party B: GLAM Capital Limited
Business Registration No.: 69618979
Address: Rooms 908-911, 9/F, Nan Fung Tower, 88 Connaught Road Central, Hong Kong
(“Sub-Underwriter”)
Whereas:
1. | The Underwriter is duly licensed and appointed by the Issuer to underwrite the bonds (“Bonds”). | |
2. | The Sub-Underwriter agrees to act as a distributor under this Agreement. |
Through mutual negotiations, the parties agree as follows:
1. Bond Details
● | Issuer: Shiyan City Operation Group Co., Ltd. | |
● | Bond Name: SYCTOP 7.9 2027-06-26 (“Shiyan City Operation Phase I Additional Bonds”) | |
● | ISIN: XS2851615687 (Additional Issuance) | |
● | Issue Size: Up to RMB 340 million | |
● | Pricing Date: 2024-07-23 | |
● | Issue Date: 2024-07-26 | |
● | Maturity Date: 2027-06-26 | |
● | Coupon Type: Fixed Rate |
● | Coupon Rate: 7.9% | |
● | Tenor: 3 years |
2. Distribution Authorization
2.1 The Underwriter authorizes the Sub-Underwriter to distribute the Bonds under this Agreement.
2.2 Non-Transferable: Rights/Obligations may not be delegated without written consent.
2.3 Non-Exclusive: The Underwriter reserves the right to distribute directly or appoint other distributors.
3. Sub-Underwriter’s Obligations
3.1 Actively market and sell the Bonds in compliance with this Agreement.
3.2 Compliance: Adhere to AML, KYC, and all applicable laws/regulations.
3.3 Reporting: Provide sales proofs and client information upon request.
4. Underwriter’s Obligations
4.1 Disclose all necessary Bond information and marketing materials.
4.2 Provide operational support for distribution.
5. Commission & Expenses
5.1 Commission: Paid per the attached Commission Settlement Statement, based on actual sales.
5.2 Expenses: Borne solely by the Sub-Underwriter.
6. Term & Termination
6.1 Term: 1 year from execution, renewable by mutual written agreement.
6.2 Early Termination: Either party may terminate with 30 days’ written notice.
7. Confidentiality
All terms and related documents are confidential unless:
(a) Publicly available (not due to breach);
(b) Required by law/regulators; or
(c) Disclosed to advisors bound by equivalent confidentiality.
Survives termination.
8. Dispute Resolution
8.1 Negotiation: Resolve disputes amicably first.
8.2 Arbitration: Unresolved disputes shall be submitted to HKIAC under its rules. Conducted in Chinese by three arbitrators in Hong Kong. Awards are final and binding.
9. Miscellaneous
9.1 Entire Agreement: Supersedes all prior agreements.
9.2 Amendments: Valid only if in writing and signed by both parties.
9.3 Governing Law: Hong Kong law governs this Agreement.
Party A (Underwriter): ALPINE SECURITIES LIMITED
Company Seal:
Party B (Sub-Underwriter): GLAM Capital Limited
Company Seal:
Attachment: Commission Settlement Statement
Attachment:
Commission Settlement Statement
Pursuant to the terms stipulated in the “Shiyan City Operation Phase I Additional Bond Distribution Agreement” executed between the Underwriter and Sub-Underwriter, the specific fee calculations are as follows:
Client Name | Sales Amount (RMB) | Commission Rate | Tenor | Commission (RMB) | ||||
[ ] | [ ] | [ ]% | [ ] Years | [ ] | ||||
Total | [ ] |
Payment
Deadline: Within 1 month after execution.
Sub-Underwriter’s Bank Details:
● | Account Name: [ ] | |
● | Account No.: [ ] | |
● | Bank: [ ] | |
● | SWIFT: [ ] | |
● | Bank Code: [ ] |
Underwriter: ALPINE SECURITIES LIMITED
Company Seal: Date:
Sub-Underwriter: GLAM Capital Limited
Company Seal:
Date: