Exhibit (d)-(16)

Execution version

Dated 28 April 2026

Mobile Charging Investment Limited

(as Borrower)

China Merchants Bank Haikou Branch
(招商银行股份有限公司海口分行)

(as Mandated Lead Arranger)

China CITIC Bank Corporation Limited Shanghai Branch
(中信银行股份有限公司上海分行)

(as Joint Lead Arranger)

China Merchants Bank Haikou Branch
(招商银行股份有限公司海口分行)

(as Facility Agent)  

and  

China Merchants Bank Haikou Branch
(招商银行股份有限公司海口分行)

(as Security Agent)

FACILITY AGREEMENT  

CONTENTS

THIS AGREEMENT is dated __________________ and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Account Bank” means China Merchants Bank Haikou Branch (招商银行股份有限公司海口分行) and any other bank or financial institution with which any Controlled Account is maintained, and such other bank or financial institution otherwise designated by the Borrower and the Facility Agent.

“Account Supervision Agreement” means each of the account supervision agreements entered or to be entered into by the Facility Agent, the Account Bank and each of the Borrower, the Target, the HK SPV and the Onshore Deposit Pledgor(s) in respect of the Controlled Accounts and establish account supervision arrangements over each such Controlled Accounts.

“Administrative Party” means each of the MLA, JLA, the Facility Agent and the Security Agent.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annual Financial Statements” means the financial statements for a financial year delivered pursuant to paragraph (a) of Clause 18.1 (Financial statements).

“Anti-Corruption Laws” means any anti-bribery laws, rules or regulations issued, administered or enforced by any Governmental Agency having jurisdiction over any Group Member concerning bribery and corruption.

“Anti-Money Laundering Laws” means all applicable anti-money laundering statutes and rules and regulations thereunder and which are issued, administered or enforced by any Governmental Agency having jurisdiction over any Group Member concerning money laundering.

“APLMA” means the Asia Pacific Loan Market Association Limited.

“Authorisation” means:

“Availability Period” means the period from and including the Signing Date to and including the earliest of:

“Available Commitment” means a Lender’s Commitment minus:

“Available Facility” means the aggregate for the time being of each Lender's Available Commitment.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business in the PRC, Hong Kong and the Cayman Islands, and, in relation to any Security Document entered into by any party (other than the Security Agent) to that Security Document, the Relevant Jurisdiction of that party.

“Business Day (PRC)” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business in the PRC.

“Certain Funds Period” means the period from (and including) the first day of the Availability Period to and including the day falling on the last day of the Availability Period.

“Change in Law” means, in respect of a Lender:

but excluding the introduction of, change in or re-enactment of any law or regulation that has been overcome and no longer affects such Lender.

“Change of Control” has the meaning given to such term in Clause 7.2 (Mandatory Prepayment - Change of control).

“Clean-Up Date” means the date falling 120 days after the Closing Date.

“Clean-Up Default” means an Event of Default other than an Event of Default under Clauses 21.1 (Non-payment), 21.2 (Financial covenants and Conditions subsequent), 21.6 (Insolvency), 21.7 (Insolvency proceedings), 21.8 (Creditors' process), 21.9 (Unlawfulness and invalidity) and 21.10 (Repudiation and rescission of agreements).

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands, as consolidated and revised from time to time.

Compliance Certificate means a certificate delivered pursuant to Clause 18.2 (Compliance Certificate) substantially in the form set out in Schedule 5 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Parent, the Obligors, the Group, the Merger, the Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Facility Agent.

“Controlled Account” has the meaning given to such term in Clause 20.22 (Accounts).

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) (save for Clause 21.13 (Acceleration) and Clause 21.14 (Clean-up period)) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Default Rate” means a rate to be:

or, in each case, if lower, the highest default interest rate allowed by the then applicable laws and regulations.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Deposit Pledge Agreement” means each of the deposit pledge agreement entered or to be entered into by each Onshore Deposit Pledgor in favour of the Security Agent.

“Disposal” means a disposal of any asset, undertaking or business (whether by a single transaction or series of transactions).

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means:

in each case, declared or paid by a company to its shareholder in respect of the share capital/share(s) of such company.

“Dividend Account” means Dividend Account (Borrower), Dividend Account (Target) and/or Dividend Account (HK SPV).

“Dividend Account (Borrower)” means the interest-bearing savings account with account number EFN8989041185000 and maintained by the Borrower with the Account Bank, or any other account mutually designated as such by the Borrower and the Facility Agent.

“Dividend Account (HK SPV)” means the interest-bearing savings account with account number NRA121925796710000 and maintained by the Borrower with the Account Bank, or any other account mutually designated as such by the Borrower and the Facility Agent.

“Dividend Account (Target)” means the interest-bearing savings account with account number OSA755982907632000 and maintained by the Target with the Account Bank, or any other account mutually designated as such by the Borrower and the Facility Agent.

“DSRA Account” means the interest bearing savings account with account number EFN8989041185000 and maintained by the Borrower with the Account Bank, or any other account mutually designated as such by the Borrower and the Facility Agent.

“EBITDA” has the meaning set forth in the definition of “Material Subsidiary”.

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by the relevant member of the Group.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default) (save for Clause 21.13 (Acceleration) and Clause 21.14 (Clean-up period)).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters referring to this Agreement or the Facility between one or more Administrative Parties and the Borrower (if any).

“Final Repayment Date” means the date falling twenty four (24) Months after the first Utilisation Date, and in any event no later than 21 April 2028.

“Finance Document” means:

and “Finance Documents” means any two or more of them, as the context may require.

“Finance Party” means an Administrative Party or a Lender.

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

“First Test Date” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Funds Flow Statement” means the funds flow statement in a form agreed by the Borrower and the Facility Agent detailing the proposed movement of funds on or before the Closing Date.

“GAAP” means, in respect of (a) Target or any Group Member incorporated in the United States of America, the generally accepted accounting principles, standards and practices in the United States of America, and (b) any other Group Member incorporated in a jurisdiction other than the United States of America which has generally accepted accounting principles, standards and practices, the generally accepted accounting principles, standards and practices in that jurisdiction.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

“GP Sponsors” means:

“Group” means the Borrower and its Subsidiaries from time to time including, upon the Closing Date, the Target Group, and a “Group Member” or “member of the Group” means any one of them.

“Hefei WFOE” means 挚辉(合肥)科技有限公司, a company with limited liability incorporated under the laws of the PRC (Unified Social Credit Code: [***]) and having its registered address at 9th Floor (North), Building 10A, Phase II, Tianyuan Dike Technology Park, No. 66 Yunfei Road, Changning Community Service Center, High-Tech Zone, Hefei, Anhui Province, China (安徽省合肥市高新区长宁社区服务中心云飞路66号天源迪科科技园二期10A栋9层北).

“HK SPV” means Smart Share International Limited, a company with limited liability incorporated under the laws of Hong Kong (business registration number: [***]) and having its registered address at Suite 6503, 65/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong.

“Holdco” means Trustar Mobile Charging Holdings Limited (formerly known as 2023A Cayman Limited), an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number [***], which together with one or more special purpose vehicles directly or indirectly owned by one or more of Management Shareholders (“Management Shareholder Holdcos”), hold 100% of the equity interest of Parent.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Illegality Event” means it becomes illegal in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain a Loan due to a Change in Law.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

“Interest Payment Date” means 21 March, 21 June, 21 September and 21 December in each year and the Final Repayment Date. For the avoidance of doubt, (A) if any Interest Payment Date (other than the Final Repayment Date) is not a Business Day (PRC), it shall be the next Business Day (PRC); and (B) if the Interest Payment Date (which is the Final Repayment Date) is not a Business Day (PRC), it shall be the immediately preceding Business Day (PRC).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest Rate” has the meaning given to such term in Clause 8.1 (Calculation of interest).

“Interest Reserve Amount” means, on any date, the aggregate amount of the then projected interest on the then outstanding principal amount of the Loans for the next Interest Period as determined in accordance with Clause 9 (Interest Periods).

“Knowledge” means, in respect of an Obligor, the Parent or a Group Member, to the best of the knowledge and belief of the directors of such Obligor, the Parent or such Group Member (as the case may be) (after due and careful enquiry).

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Loan Disbursement Account” means the account with account number EFN8989041185000 and maintained by the Borrower with the Account Bank for the purpose of loan disbursement, or any other account mutually designated as such by the Borrower and the Facility Agent.

“Major Default” means, any Event of Default with respect to the Borrower and the Merger Subsidiary only (excluding for the avoidance of doubt any event or circumstance or procurement obligation with respect to any other Obligor, any other member of the Group, any member of the Target Group or any other person), under any of:

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66²/₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃ per cent. of the Total Commitments immediately prior to the reduction).

“Management Shareholders” means Mr. Mars Guangyuan Cai (a holder of the PRC identity card number [***] as at the Signing Date), Mr. Peifeng Xu (a holder of the PRC identity card number [***] as at the Signing Date), Mr. Victor Yaoyu Zhang (a holder of the PRC identity card number [***] as at the Signing Date) and Ms. Maria Yi Xin (a holder of the PRC identity card number [***] as at the Signing Date), each a natural person.

“Material Adverse Effect” means a material adverse effect on:

“Material Assets” means any assets of the Target Group whose net asset value represents more than ten per cent. (10%) of the consolidated total assets value of the Target Group.

“Material Subsidiary” means any Subsidiary of the Target whose total assets or earnings before interest, taxes, depreciation and amortization (“EBITDA”) represent more than five per cent. (5%) of the consolidated total assets or consolidated EBITDA of the Target Group.

“Merger” means the merger of the Merger Subsidiary with the Target in accordance with the terms of the Merger Agreement and Part XVI of the Companies Act, with the Target becoming a wholly owned subsidiary of the Borrower (and the date on which the Merger occurs, the “Closing Date”).

“Merger Agreement” means the agreement and plan of merger dated as of 1 August 2025 by and among the Borrower, Merger Subsidiary, Parent and the Target.

“Merger Certificate” means the certificate of merger issued by the Registrar of Companies in accordance with section 233(11) of the Companies Act in respect of the Merger.

“Merger Consideration” has the meaning set forth under the Merger Agreement.

“Merger Documents” means:

“Merger Plan” has the meaning given to the term “Plan of Merger” under the Merger Agreement.

“Merger Submission Date” means the date on which the initial application to file the Merger Plan is submitted to the Registrar of Companies.

“Merger Subsidiary” means Mobile Charging Merger Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number [***].

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“New York Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business in the State of New York, the United States of America.

“Obligors” means:

“Offshore Deposit” has the meaning given to such term in Clause 20.17 (Offshore Deposit).

“Onshore Deposit Pledge” means deposit pledge established and perfected by one or more Group Members (each an “Onshore Deposit Pledgor”) over certificates of deposit or other free and unencumbered onshore cash funds held by such Group members.

“Onshore Deposit Pledgor” has the meaning given to such term in the definition of Onshore Deposit Pledge.

“Original Financial Statements” means the audited consolidated financial statements of the Target for the financial year ended 31 December 2024.

“Parent” means Mobile Charging Group Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number [***], which holds 100% of the equity interest of the Borrower.

“Party” means a party to this Agreement.

“Permitted Acquisition” means any acquisition made by a Group Member, provided that:

“Permitted Disposal” means any Disposal made by a Group Member, provided that:

“Permitted Distribution” means any Distributions made or declared by the Borrower or the Target, provided that:

“Permitted Holding Company Activity” means:

“Permitted Restructure” means the corporate restructure of the Target Group (including the acquisition of Shanghai WFOE from HK SPV by Tianjin WFOE or, as agreed by the Facility Agent, by one or more members of the Target Group), provided that:

“Permitted Restructure Parties” means all relevant entities involved in the Permitted Restructure, and each a “Permitted Restructure Party”.

“PRC” means the People’s Republic of China for the purpose of this Agreement excluding Hong Kong, Macau Special Administrative Region and Taiwan.

“Quasi-Security” has the meaning given to such term in Clause 20.13 (Negative pledge).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Registrar of Companies” means the Registrar of Companies in the Cayman Islands.

“Relevant Jurisdictions” means, in relation to any person:

and a “Relevant Jurisdiction” means each or either one of them, as the context may require.

“Repayment Date” means each date set out in Clause 6.1 (Repayment of Loans).

“Repeating Representations” means each of the representations set out in Clauses 17.1 (Status) to 17.6 (Governing law and enforcement), paragraph (b) of Clause 17.10 (No Default), paragraph (a) of Clause 17.11 (No misleading information), paragraph (a) of Clause 17.13 (Pari passu ranking), Clause 17.15 (Authorised signatures), and 17.16 (Legal and beneficial ownership).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Sanction Restricted Party” means any persons or entities that are the subject of Sanctions.

“Sanctionable Activity” means any activity that could trigger a designation under existing Sanctions administered by a Sanctions Authority.

“Sanctioned Countries” means a country or territory that is the subject of Sanctions (as of the Signing Date, comprising Crimea, Cuba, Iran, North Korea, Sudan and Syria, but subject to such changes as take place over time).

“Sanctions” means any economic or financial sanctions or trade embargoes implemented, administered or enforced by the United National Security Council, any PRC government authority, the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the European Union, His Majesty’s Treasury, the Department for Business, Innovation and Skills or any other UK government authority, French government authority, the Monetary Authority of Singapore or the Monetary Authority of Hong Kong or the applicable governmental and regulatory authorities in any jurisdiction where any Group Member is incorporated (such authorities, the “Sanctions Authorities”).

“Sanctions Authorities” has the meaning given to such term in the definition of Sanctions.

“Secured Party” means a Finance Party, a Receiver or any Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Asset” means all of the assets which from time to time are, or are expressed to be, the subject of the Security Documents.

“Security Document” means:

and “Security Documents” means any two or more of them, as the context may require.

“Security Perfection Requirements” means the making or procuring of the registrations, filings, endorsements, notarisations, stampings and/or notifications of or in connection with the Security Documents or the Security created thereunder necessary for the validity or enforceability thereof.

“Shanghai WFOE” means 挚享科技(上海)有限公司, a company with limited liability incorporated under the laws of the PRC (Unified Social Credit Code: [***]) and having its registered address at Room 601, No. 799, Tianshan West Road, Changning District, Shanghai, PRC (上海市长宁区天山西路799号601室).

“Signing Date” means the date of this Agreement.

“Specified Time” means a day or time determined in accordance with Schedule 4 (Timetables).

“Specified WFOEs” mean Tianjin WFOE, Shanghai WFOE and Hefei WFOE, and each a “Specified WFOE”.

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Target” means Smart Share Global Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, the shares of which are (at the Signing Date) listed on the NASDAQ Capital Market (stock code NASDAQ: EM) with its registered office situated at the office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

“Target Group” means the Target and its Subsidiaries from time to time (each, a “Target Group Member”).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” has the meaning given to such term in Clause 12.1 (Tax definitions).

“Test Date” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Tianjin WFOE” means 挚享投资有限公司, a company with limited liability incorporated under the laws of the PRC (Unified Social Credit Code: [***]) and having its registered address at No. 18, Haitai West Road, North 2-204, Industrial Incubation-5-795, Huayuan Industrial Zone, Binhai High-tech Zone, Tianjin, PRC (天津市滨海高新区华苑产业区海泰西路18号北2-204工业孵化-5-795).

“Total Commitment” means at any time the aggregate of the Commitments, being up to RMB1,575,000,000 (or its USD equivalent) as at the Signing Date, but in any event not exceeding 70% of the cash portion of the Total Transaction Consideration.

“Total Transaction Consideration” means the aggregate amount of the Merger Consideration and the Transaction Costs.

“Transaction Costs” means the fees, costs and expenses payable in connection with the Merger and other transaction costs payable by the Borrower in relation to the Merger, in each case, other than the Merger Consideration.

“Transaction Documents” means the Finance Documents and the Merger Documents.

“Unpaid Sum” means any sum due and payable but unpaid by the Obligors under the Finance Documents.

“US” means the United States of America.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Requests).

Except as otherwise specified below or under any other provision of this Agreement, where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising the rate of exchange (as agreed by the Borrower and the Facility Agent through friendly negotiation) for the purchase of the specified currency with that other currency on the relevant date (or in respect of calculating the amount of any Utilisation, the date of the Utilisation Request in respect of such Utilisation), is equal to the relevant amount in the specified currency.

“RMB” denotes the lawful currency of the PRC.

“US$”, “USD” and “US dollars” denote the lawful currency of the United States of America.

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

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility in an aggregate amount equal to the Total Commitment.

The Borrower shall apply all amounts borrowed by it under the Facility towards:

provided that immediately upon expiry of the Certain Funds Period all such rights, remedies and entitlements that would otherwise be available to the Lenders but for this paragraph (b) shall be available to the Lenders notwithstanding that they may not have been exercised or been available during the Certain Funds Period.

SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the relevant Specified Time.

The Commitment which, at that time, is unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

If, at any time, after the Signing Date, an Illegality Event occurs in respect of a Lender:

The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part of the Available Facility, as long as it has provided evidence satisfactory to the Facility Agent that it will have sufficient funds (after such cancellation) available to it following such cancellation to consummate and complete the Merger. Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders rateably.

Any prepayment of a Loan pursuant to Clause 7.2 (Mandatory Prepayment - Change of control) or Clause 7.4 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Loan.

SECTION 5

COSTS OF UTILISATION

The rate of interest (the “Interest Rate”) on each Loan is, on a simple rate basis (单利), [***] per annum, provided that:

The Borrower shall pay accrued interest on a Loan on the Interest Payment Date.

If any Interest Payment Date (other than the Final Repayment Date) is not a Business Day (PRC), it shall be the next Business Day (PRC), and if the Interest Payment Date which is also the Final Repayment Date is not a Business Day (PRC), it shall be the immediately preceding Business Day (PRC).

The Borrower shall pay to the Finance Parties any fee to the extent agreed in a Fee Letter (if any).

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

In this Clause 12:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

The Borrower shall:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in any Loan or Unpaid Sum.

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

No provision of this Agreement will:

that Obligor shall as an independent obligation, within seven (7) Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall, within seven (7) Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

The Borrower shall, within seven (7) Business Days of demand, pay the Administrative Parties the amount of all costs and expenses (including legal fees, but subject to the Borrower having first approved the fee quote(s) from each legal counsel) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

Unless otherwise agreed in the written vendor or service agreement between (among others) the Borrower and the vendor or service provider, or otherwise agreed between Parties, the Borrower shall not be obliged to make any payment under this Clause 16.1, if the Administrative Parties have not made available the first requested Loan by the Utilisation Date for such Loan in accordance with this Agreement, or the Facility is cancelled or otherwise aborted in full, in either case, as a result of the Administrative Parties’ fraud, default or negligence alone.

If the Borrower requests an amendment, waiver or consent under any Finance Document, the Borrower shall, within seven (7) Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees, but subject to the Borrower having first approved the fee quote(s) from each legal counsel) reasonably incurred by the Facility Agent or the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall, within seven (7) Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) reasonably incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

The representations and warranties set out in this Clause 17 are made by the Borrower to each Finance Party for itself and on behalf of each other Obligor or members of the Group (as the case may be) on the Signing Date.

The entry into and performance by each of the Obligors of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

Each of the Obligors has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

have been (or will by the required date be) obtained or effected and are (or will by the required date be) in full force and effect.

Subject to the Legal Reservations:

To its best Knowledge, no:

has been taken or threatened in relation to a Group Member; and none of the circumstances described in Clause 21.6 (Insolvency) applies to a Group Member.

Subject to the Legal Reservations, each of the Obligors is not required under the law applicable where it is incorporated to make any deduction for or on account of Tax from any payment it may make under any Finance Documents to which it is a party.

Under the law of its Relevant Jurisdiction, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority (except the Security Perfection Requirements) in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except for:

To the extent applicable:

Except as disclosed to the Facility Agent in writing, to its best Knowledge, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which would reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any other member of the Group.

Any person specified as its authorised signatory under Schedule 2 (Conditions Precedent) or paragraph (f) of Clause 18.4 (Information: miscellaneous) is authorised to sign Utilisation Requests and other notices on its behalf.

Subject to the Legal Reservations and Security Perfection Requirements, all the respective assets of any Group Member over which any Obligor purports to grant Security in favour of the Security Agent pursuant to the Security Documents, are (or will be by the time when such Security is granted) legally and beneficially owned by the relevant Obligor free from any Security other than the security interest under the Security Documents.

The Merger Documents (as a whole) contain all of the material terms of the Merger.

None of the Holdco, the Parent or any Group Member has traded or incurred any material liabilities or commitments (actual or contingent, present or future) other than:

this Agreement; and

professional fees, taxes and payment of other expenses in respect of activities permitted

by this Clause 17.18.

The Repeating Representations are deemed to be made by the Borrower for itself and on behalf of each other Obligor (as the case may be) by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

The undertakings in this Clause 18 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

To the extent available, the Borrower shall supply to the Facility Agent in sufficient copies, each being certified by a Compliance Certificate delivered pursuant to Clause 18.2 (Compliance Certificate):

The Borrower shall (and shall ensure that each Obligor will) supply to the Facility Agent (in sufficient copies for all Lenders, if the Facility Agent so requests):

The undertakings in this Clause 19 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Agreement:

“Consolidated Total Net Debt” means the difference between (a) the aggregate amount of all interest-bearing indebtedness of the Group (but excluding any intra-Group indebtedness) less (b) all the cash and cash equivalents of the Group, each determined on a consolidated basis and as shown in the Annual Financial Statements most recently delivered under paragraph (a) of Clause 18.1 (Financial statements).

“First Test Date” means the last day of the first financial year after the Closing Date.

“Relevant Period” means a period of twelve (12) consecutive Months ending on a Test Date (falling on or before the Final Repayment Date in respect of the Facility) starting with the First Test Date.

“Test Date” means the last day of each financial year falling on or after the First Test Date.

During the term of the Facility, the Borrower shall ensure that the Consolidated Total Net Debt is less than zero.

The financial covenants set out in Clause 19.2 (Financial condition) shall be tested on each Test Date by reference to the Annual Financial Statements most recently delivered under paragraph (a) of Clause 18.1 (Financial statements).

If the requirements of any financial covenant in Clause 19.2 (Financial condition) are not met (or would but for this Clause 19.4 not be met) in respect of any Relevant Period ending on a Test Date (“Breach Period”), but by making a prepayment of the Loans, depositing additional cash collateral, or taking other remedial measures approved by the Facility Agent (acting reasonably on the instructions of Majority Lenders) no later than fifteen (15) days after the latest date by which the relevant Annual Financial Statements in respect of such Breach Period is required to be delivered pursuant to Clause 18.1 (Financial statements) (such period being the “Cure Period” in respect of such Breach Period), then the financial covenants in Clause 19.2 (Financial condition) will be tested or, as applicable, retested, solely for the purposes of ascertaining compliance with the financial covenants in this Clause 19 and not for any other purpose. If, after giving effect to the adjustments referred to above, the requirements of the financial covenants in this Clause 19 in respect of that Breach Period are met, then such requirements shall be deemed to have been satisfied as at the original date of determination (and as at the Test Date on which such Breach Period ends) as though there had been no failure to comply and any Default or Event of Default occasioned thereby shall be deemed to have been remedied for all purposes under the Finance Documents. In relation to any Breach Period, any breach or non-compliance of any the financial undertakings in this Clause 19 shall not constitute a Default or Event of Default at any time prior to the expiry of the Cure Period in respect of such Breach Period.

The undertakings in this Clause 20 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

The Borrower shall (and shall ensure that each other relevant member of the Group will) promptly:

any Authorisation required under any law or regulation of a Relevant Jurisdiction (i) to enable it to perform its obligations under the Finance Documents (ii) subject to the Legal Reservations, to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document and (iii) to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

The Borrower shall (and the Borrower shall ensure that each other Obligor will), comply in all respects with all laws to which it may be subject, if failure so to comply would reasonably be expected to have a Material Adverse Effect.

The Borrower shall (and shall ensure that each Obligor will) ensure that, subject to the Legal Reservations, its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

If the Borrower is classified as a group client (in Chinese: 集团客户) in accordance with the Risk Management Guidelines on Credits Granted by Commercial Banks to Group Clients 《商业银行集团客户授信业务风险管理指引》 issued by China Banking and Insurance Regulatory Commission, then, the Borrower must promptly report to the Facility Agent of any related party transactions with an aggregate value of ten per cent. (10%) or more of its net assets, including but not limited to:

The Borrower shall ensure that no substantial change is made to the general nature of the business of the Group (taken as a whole) from that carried on at the Signing Date.

The Borrower shall (and the Borrower shall ensure that any member of the Group will) comply in all material respects with all Environmental Law, obtain and maintain any Environmental Permits and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Permits, in each case, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect.

The Borrower shall inform the Facility Agent in writing as soon as reasonably practicable upon becoming aware of:

in each case where such Environmental Claim would reasonably be expected to be adversely determined against an Obligor or that member of the Group and, if so adversely determined, have a Material Adverse Effect.

None of the Holdco, the Parent or any Group Member shall trade, carry on any business, own any material assets or incur any material liabilities except for a Permitted Holding Company Activity or pursuant to or otherwise disclosed in this Agreement.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

During the term of the Facility and prior to the completion of Security Perfection Requirements for the Onshore Deposit Pledge, the Borrower shall not (and the Borrower shall ensure that no Target Group Member and Material Subsidiary will) give or allow to remain outstanding any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any Financial Indebtedness of any person that is not an Affiliate of any Target Group Member without prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders), other than (a) guarantees issued in the ordinary course of business of the Group, or (b) guarantees provided in favour of any of the Finance Parties.

Subject to 20.19 (Release and Re-grant of Onshore Deposit Pledge), the Borrower shall ensure that the aggregate amount pledged under all Onshore Deposit Pledges shall, upon the completion of Security Perfection Requirements for the Onshore Deposit Pledge, at all times be no less than [***].

provided that any remaining portion of the Onshore Deposit Pledges shall only be released upon full repayment of the Loans and the discharge of all obligations under the Finance Documents.

The Borrower shall ensure any funds which is subject to the Onshore Deposit Pledge (including but not limited to the Funds) shall be transferred exclusively through the Controlled Accounts.