China Automation : (020) AHCL Opt-out Undertaking

UNDERTAKING OF ASCENDENT HEALTHCARE (CAYMAN) LIMITED

14 June 2019

To: Ascendent Automation (Cayman) Limited ("AACL")

c/o Suite 3501, 35/F Jardine House

1 Connaught Place

Central, Hong Kong

Brightex Enterprises Limited (the "Brightex")

Unit 3205B-3206

32nd Floor Office Tower,

Convention Plaza

1 Harbour Road

Wanchai, Hong Kong

China Automation Group Limited (the "Company")

Unit 3205B-3206

32nd Floor Office Tower,

Convention Plaza

1 Harbour Road

Wanchai, Hong Kong

Dear Sirs,

Proposal for the Privatisation of China Automation Group Limited by the Joint Offerors by way of a scheme of arrangement (under Section 86 of the Companies Law)

- Undertaking of Ascendent Healthcare (Cayman) Limited

Unless otherwise defined, capitalized term used in this undertaking ("Undertaking") shall have the same meaning as defined in the announcement to be jointly made by AACL, Brightex and the Company pursuant to Rule 3.5 of the Hong Kong Code on Takeovers and

Mergers (the "Takeovers Code") (the "Announcement").

1. We, Ascendent Healthcare (Cayman) Limited, understand that:

1. China Automation Group Limited is a company incorporated in the Cayman Islands with limited liability, the shares ("Shares") of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited ("Stock Exchange")(Stock Code: 569);
2. as at the date hereof, we are the holder of the convertible bonds with the principal amount of RMB675,588,000 (the "Convertible Bonds") issued by the Company on 26 July 2017. Based on the initial conversion price of RMB1.0640 per share, the Convertible Bonds can be converted into 634,951,127 Shares. As at the date of this Undertaking, we have not exercised our conversion rights under the Convertible Bonds;
3. AACL and Brightex (the "Joint Offerors") are putting forward a proposal to the Scheme Shareholders for the privatisation of the Company by way of a scheme of

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arrangement under Section 86 of the Companies Law involving the cancellation of the Scheme Shares and, in consideration thereof, the payment to the Scheme Shareholders of the Cancellation Price in cash for each Scheme Share, and the withdrawal of the listing of the Shares on the Stock Exchange;

1. if the Proposal is approved and implemented, under the Scheme, the share capital of the Company will, on the Effective Date of the Scheme, be reduced by cancelling and extinguishing the Scheme Shares. Upon such reduction, the share capital of the Company will be increased to its former amount by the issuance at par to Brightex, credited as fully paid, of the aggregate number of Shares as is equal to the number of Scheme Shares cancelled; and

2. We undertake, agree and represent to and with AACL, Brightex and the Company the following terms:

1. 1. we hereby waive our right to receive an offer under Rule 13 of the Takeovers Code which requires the Joint Offerors to make an appropriate offer to holders of the convertible securities of the Company;
   2. from the date of this Undertaking and until after the Effective Date, we will not exercise the conversion rights under the Convertible Bonds (the "Conversion Rights"); and
   3. from the date of this Undertaking and until after the Effective Date, we will not offer, sell, give, transfer, pledge, encumber, charge, or grant any right over or otherwise dispose of the Conversion Right or take any action which will enable any other party to convert the Convertible Bonds.
2. We understand that, in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and Takeovers Code, particulars of this Undertaking will need to be publicly disclosed and will also be contained in the Announcement, any subsequent announcements and documents in relation to the Scheme, and that a copy of this Undertaking will be available for inspection until the end of the offer period. We consent to the issue of the Announcement and related documents incorporating references to this Undertaking (including the relevant terms contained therein) and we acknowledge that, if the Scheme is made, this Undertaking will be made available for inspection during the offer period and the particulars of it will be contained in the Scheme Documents to the extent required by the Takeovers Code or the Listing Rules.
3. The following additional provisions apply to this Undertaking:
4. 1. This Undertaking shall terminate immediately upon the Scheme having been withdrawn, lapsed or closed.
   2. All notices or other communication required or permitted hereunder shall be in writing and shall be deemed given or delivered when (i) delivered personally, (ii) if transmitted by facsimile upon confirmation that such facsimile has been received or (iii) when sent by registered or certified mail or by overnight courier service that obtains a receipt.

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Any notice to be given to us pursuant to this Undertaking shall be delivered to:

Address:	c/o Ascendent Capital Partners (Asia) Limited
	Suite 3501, 35/F Jardine House
	1 Connaught Place
	Central, Hong Kong
Attention:	[phone]
Fax No.:	[e-mail]

1. This Undertaking is governed by and shall be construed in accordance with the laws of Hong Kong. We hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts.

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