Applied Development : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF INTEREST IN A FUND

Name of the

: Huangpu River Capital SPC - Jinshan Segregated Portfolio

Segregated Portfolio

Participating Shares

: The directors of the Fund Company have initially created

and designated one class of Participating Share in respect

of the Segregated Portfolio, being Class F-1 Shares, which

are being offered under the terms of the Subscription

Agreement and the Offering Memorandum. At any time, the

directors of the Fund Company may create and designate

additional classes and/or series in respect of the Segregated

Portfolio without notice to, or the consent of, the holders

of Participating Shares. The directors of the Fund Company

may differentiate between classes and/or series on various

bases, including as to the dealing currency, the fee payable,

the level of information provided and redemption rights.

Investment objective

: The primary investment objective of the Segregated Portfolio

and strategies

is to seek capital appreciation.

The Investment Manager will seek to achieve the investment

objective by solely investing in the series C preferred stock

of Horizon Robotics, a company incorporated under the laws

of Cayman Islands with limited liability. Horizon Robotics

and its subsidiaries are principally engaged in the business of

the development and manufacturing of intelligent processors

based on artificial intelligence algorithms, the development

of relevant software and hardware, and the provision of

cloud services.

Term

:

The term of the Segregated Portfolio is four years

commencing from the date of the Subscription Agreement

with the first year being the investment period and the

next three years being the exit period. The term can be

automatically extended for one year if the Horizon Liquidity

Events (as defined below) cannot be completed within the

exit period. The extension shall be limited to two times

unless otherwise agreed by the Subscriber.

Distribution policy

: It is not envisaged that any income or gains derived from

investments will be distributed by way of dividend.

Management

:

The directors of the Fund Company have overall

responsibility for the management and administration of

the Fund Company. However, in respect of the Segregated

Portfolio, the directors of the Fund Company have delegated

responsibility for making day-to-day investment decisions to

the Investment Manager.

Management service fee

: The Fund Company will charge

the Subscriber a

management service fee equal to 2%

of its subscription

amount per annum. The management service fee for the

first two years, namely 4% of the subscription amount,

will be paid at the time of the subscription. If the actual

management period of the third year or any subsequent

years (if any) is less than 6 months, then the management

service fee of that year will be 1% of the subscription

amount. If the actual management period of the third year

or any subsequent years (if any) exceeds 6 months, then

the management service fee of that year will be 2% of the

subscription amount. The accrued management service fee

for the remaining years (if any) will be deducted from the

proceeds from the Horizon Liquidity Event (as defined

below) before any distributions are made to the holders of

the Class F-1 Shares.

Performance fee

: Upon such time as Horizon Robotics

conducts an initial

public offering of its shares or the series C preferred stock

In the condition of loss, the Fund Company will receive no

performance fee and will not charge further management

service fee except for the management service fee for the

first two years and only transaction cost will be deducted.

For the purpose of calculating the performance fee, "Net

Profit" means the excess, if any, of the aggregate net asset

value of the series C preferred stock of Horizon Robotics

realized by the Fund Company in connection with the

Horizon Liquidity Event (minus management service fees

paid at the time with the Horizon Liquidity Event (if any, not

including the management service fees paid at the time of

subscription), reasonable costs and expenses related to the

Segregated Portfolio and transaction cost and taxes over the

aggregate subscription price of the series C preferred stock

of Horizon Robotics.

Redemption

: The Class F-1 Shares may not be redeemed at the option of

the holders. The directors of the Fund Company may cause

the Fund Company to compulsorily redeem and repurchase

all Class F-1 Shares held by holders at a price of US$1

per share at the time of such compulsory redemption or

repurchase, or to require such holder to transfer all of his/

her Class F-1 Shares to a suitable person, if the directors of

the Fund Company determine in good faith that such holder

ceases to meet the suitability standards specified in the

Offering Memorandum.

Transfer of

: Participating Shares may not be transferred without the prior

Participating Shares

written consent of the directors of the Fund Company.

Distribution upon a

: A distribution of cash or property will be made upon a

Horizon Liquidity Event

Horizon Liquidity Event and in accordance with the articles

of association of the Fund Company in the following

priorities:

(i)

firstly, to the repayment of outstanding debts and

liabilities, if any, of the Segregated Portfolio, including

the payment of the management service fee and the

performance fee to the Investment Manager; and

(ii)

secondly, to the distribution to the holders of Class F-1

Shares on a pro rata basis.

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Independent

party(ies) who, together with his/her ultimate beneficial

Third Party(ies)"

owner(s), is/are persons independent of and not connected

with the Company and its connected persons (within the

meaning of the Listing Rules)

"Investment Manager"

Huangpu River Ventures Limited, an exempted company

incorporated under the laws of the Cayman Islands with

limited liability