Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Hollysys Automation Technologies Ltd.

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

G45667105

(CUSIP Number)

Mengyun Tang

c/o Advanced Technology (Cayman) Limited

Suite 3501, 35/F, Jardine House

1 Connaught Place, Central

Hong Kong, China

+852-2165-9000

With Copies To:

Marcia Ellis

Rongjing Zhao

Morrison & Foerster LLP

Edinburgh Tower, 33/F

The Landmark, 15 Queen’s Road Central

Hong Kong, China

+852-2585-0888

Spencer Klein

Mitchell Presser

John Owen

Morrison & Foerster LLP

250 West 55th Street

New York, NY 10019-9601

+1-212-468-8000

December 29, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G45667105

1	Name of Reporting Persons Liang Meng
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Hong Kong Special Administrative Region of People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%^*
14	Type of Reporting Person IN

*	Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 2

CUSIP No. G45667105

1	Name of Reporting Persons Ascendent Capital Partners III GP Limited
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%^*
14	Type of Reporting Person CO

Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 3

CUSIP No. G45667105

1	Name of Reporting Persons Ascendent Capital Partners III GP, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%^*
14	Type of Reporting Person PN

Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 4

CUSIP No. G45667105

1	Name of Reporting Persons Ascendent Capital Partners III, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%
14	Type of Reporting Person PN

Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 5

CUSIP No. G45667105

1	Name of Reporting Persons Skyline Automation Technologies L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%
14	Type of Reporting Person PN

Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 6

CUSIP No. G45667105

1	Name of Reporting Persons Advanced Technology (Cayman) Limited
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

Shared Voting Power

8,491,875

Sole Dispositive Power

Shared Dispositive Power

8,491,875

11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,491,875
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.7%^*
14	Type of Reporting Person CO

Based on 62,021,930 Ordinary Shares outstanding as of June 30, 2023, as provided in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 20, 2023.

Page 7

EXPLANATORY NOTE

This Amendment No. 3 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2023 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on November 24, 2023, Amendment No. 2 filed with the SEC on December 13, 2023 (“Amendment No. 2”) and this Schedule 13D Amendment, the “Schedule 13D”) is being filed by Mr. Liang Meng, Ascendent Capital Partners III GP Limited (“GPGP”), Ascendent Capital Partners III GP, L.P. (“GPLP”), Ascendent Capital Partners III, L.P. (“ACP III”), Skyline Automation Technologies L.P. (“Superior Fund”) and Advanced Technology (Cayman) Limited (“Advanced Technology” and, together with Mr. Meng, GPGP, GPLP, ACP III and Superior Fund, the “Reporting Persons”), with respect to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Hollysys Automation Technologies Ltd., a company organized under the laws of the British Virgin Islands (the “Issuer”).

The Reporting Persons are filing this Amendment No. 3 in connection with the execution of the Share Subscription Agreement (the “Share Subscription Agreement”), dated as of December 29, 2023, by and among Advanced Technology and Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (the “Sinopec Investor”) and the related transactions described in Item 4 below.

Other than as set forth below, all Items in the Original Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Original Schedule 13D.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D is being filed by the Reporting Persons.

GPGP and Advanced Technology are each exempt companies organized under the laws of the Cayman Islands. GPLP and ACP III are each limited partnerships organized under the laws of the Cayman Islands. Superior Fund is a limited partnership organized under the laws of the British Virgin Islands. Mr. Meng is a citizen of Hong Kong Special Administrative Region of People’s Republic of China. The business address for each Reporting Person is Suite 3501, 35/F, Jardine House 1 Connaught Place, Central, Hong Kong.

Advanced Technology is the holder of the 8,491,875 Ordinary Shares reported as beneficially owned in this Schedule 13D. ACP III and Superior Fund together hold 100% of the equity interests in Advanced Technology. GPLP is the sole general partner of each of ACP III and Superior Fund. GPGP is the sole general partner of GPLP and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of ACP III’s and Superior Fund’s investments, including as held by Advanced Technology, in each case in accordance with the investment guidelines set out in ACP III’s and Superior Fund’s respective constitutional documents. Mr. Liang Meng holds 100% of the equity interests in and manages GPGP.

The principal business of Advanced Technology, ACP III and Superior Fund is investment management. The principal business of GPLP is to serve as the general partner of ACP III and Superior Fund. The principal business of GPGP is to serve as the general partner of GPLP. Mr. Liang Meng is Ascendent Capital Partners’ Founding Managing Partner and Chief Executive Officer.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the name, business address, principal occupation and citizenship of the respective executive officers and directors of GPGP and Advanced Technology, required by Item 2 of Schedule 13D, was provided on Appendix A to the Original Schedule 13D and is incorporated by reference herein.

During the last five years, none of the Reporting Persons or the persons listed on Appendix A to the Original Schedule 13D have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Page 8

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:

The information set forth in Item 4 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 3.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

Advanced Technology Share Subscription

Share Subscription Agreement

Pursuant to the Share Subscription Agreement, the Sinopec Investor has agreed to subscribe for, and Advanced Technology has agreed to issue to the Sinopec Investor, a number of shares, par value US$0.01 per share, of Advanced Technology (the “Advanced Technology Shares”) equal to the result of (A) 10,000, multiplied by (B) the result of US$40,000,000 (the “Subscription Price”) divided by the Buyer Group Entry Price (as defined below) (such transaction, the “Subscription”). The Share Subscription Agreement defines “Buyer Group Entry Price” as the following:

(i) the Per Share Merger Consideration (as defined in Amendment No. 2), times (ii) the total number of Ordinary Shares issued and outstanding immediately prior to the closing of the Merger (as defined in Amendment No. 2); plus

all fees, costs and expenses, stamp, registration and other taxes paid or reserved to be paid by ACP III, Superior Fund and their respective affiliates in connection with the Merger; plus

any excess payment paid by ACP III, Superior Fund and their respective affiliates in connection with making payment for the Dissenting Shares (as defined in Amendment No. 2) in accordance with the Merger Agreement (as defined in Amendment No. 2); plus

all amounts paid by ACP III, Superior Fund and their respective affiliates for the Company Restricted Share Awards and Company Options (each as defined in Amendment No. 2) on or immediately prior to the consummation of the Merger; minus

the amount of the Debt Financing (as defined in the Merger Agreement); minus

if applicable, the amount of consideration to be received by Smart Automation (Cayman) Limited, a wholly owned subsidiary of Advanced Technology (“SPV 2”), in connection with the issuance of preferred shares, convertible bonds or other securities prior to the closing of the Merger.

Advanced Technology’s obligation to close the Subscription is conditioned upon the Sinopec Investor having obtained all the regulatory approvals required by regulatory authorities of the People’s Republic of China in connection with the Subscription. The Sinopec Investor’s obligation to close the Subscription is conditioned upon the closing conditions in the Merger Agreement (except for the closing conditions related to the Parent’s (as defined in Amendment No. 2) funding obligations) being satisfied or waived and the Second Amended and Restated Memorandum and Articles of Association of Advanced Technology (the “Advanced Technology Restated Articles”) having been duly adopted. The parties’ obligations to close the Subscription are otherwise subject to customary closing conditions.

Pursuant to the Share Subscription Agreement, the Sinopec Investor is subject to certain transfer restrictions with respect to the Advanced Technology Shares.

The Share Subscription Agreement will terminate automatically upon valid termination of the Merger Agreement in accordance with its terms. Additionally, pursuant to the Share Subscription Agreement, if for any reason the closing of the Subscription has taken place and (a) the Merger has not been completed in accordance with the Merger Agreement within twenty (20) days after the closing of the Subscription, or (b) the Merger Agreement has been validly terminated in accordance with its terms, Advanced Technology must repurchase the Advanced Technology Shares from the Sinopec Investor for the Subscription Price.

Page 9

In connection with the execution of the Share Subscription Agreement, (i) Advanced Technology transferred 100% of the equity interests in Parent to SPV 2 in exchange for ordinary shares, par value US$0.01 per share, of SPV 2 and (ii) Superior Fund acquired a nominal amount of Advanced Technology Shares.

The foregoing description of the Share Subscription Agreement is a summary only and is qualified in its entirety by reference to the Share Subscription Agreement attached hereto as Exhibit 99.10, which is incorporated herein by reference.

Advanced Technology Restated Articles

Once the Advanced Technology Restated Articles are adopted, holders of Advanced Technology Shares (including ACP III, Superior Fund and the Sinopec Investor) will have a number of rights and be subject to certain restrictions. Unless otherwise indicated in the summary below, the rights and restrictions described below will apply in the same manner to ACP III, Superior Fund and the Sinopec Investor. Pursuant to the Advanced Technology Restated Articles, holders of Advanced Technology Shares will have the following rights and be subject to the following restrictions, amongst other rights and restrictions:

Sinopec Investor Board Appointment Rights: For so long as the Sinopec Investor holds no less than the number of Advanced Technology Shares that it holds as of the date of the adoption of the Advanced Technology Restated Articles, (i) the Sinopec Investor will have the right to appoint one director to the board of directors of Advanced Technology (the “Sinopec Director”) and (ii) Advanced Technology will be required to ensure that a person nominated by the Sinopec Investor be appointed as a director of the Issuer.

Other Shareholder Rights and Restrictions: Advanced Technology will be required to ensure that, subject to compliance with the procedures set forth in the applicable constitutional documents, any disposal of material assets by Parent or SPV 2 will be subject to the approval of the board of directors of Advanced Technology. The holders of Advanced Technology Shares will be entitled to customary shareholder rights including pre-emptive rights, a right of first refusal, information rights and dividends distribution rights in certain circumstances. Additionally, the Sinopec Investor will have the following rights: (i) the right to receive an exit plan and (ii) under certain circumstances, tag-along rights with respect to sales of Advanced Technology Shares by ACP III or Superior Fund, and (iii) as long as the Sinopec Investor is a shareholder of Advanced Technology, Advanced Technology will not be permitted to enter into any transaction that would be materially and disproportionately adverse to the interests of the Sinopec Investor without the Sinopec Director’s prior written consent or, in the absence of such a director at the time of the proposed action, the written consent of the Sinopec Investor directly. Further, Advanced Technology Shares will be subject to certain restrictions against transfer to competitors of the Issuer.

Advanced Technology Equity Commitment Letter

In connection with the execution of the Share Subscription Agreement, pursuant to an equity commitment letter (the “Advanced Technology Equity Commitment Letter”) dated December 29, 2023, Advanced Technology committed to provide Parent, at or prior to the Effective Time (as defined in Amendment No. 2), with an aggregate equity contribution equal to US$40,000,000. However, the aggregate amount of Cash Financing (as defined in the Merger Agreement) that the Merger Sub (as defined in Amendment No. 2) or the Issuer is entitled to receive remains the same.

The foregoing description of the Advanced Technology Equity Commitment Letter is a summary only and is qualified in its entirety by reference to the Advanced Technology Equity Commitment Letter attached hereto as Exhibit 99.11, which is incorporated herein by reference.

Waiver Regarding Equity Financing Structure

In connection with the execution of the Share Subscription Agreement and the related transactions, Advanced Technology, Parent and the Issuer entered into a Waiver, dated December 29, 2023 (the “Waiver”) related to the Rollover Transfer Restrictions (as defined below). The Rollover and Support Agreement (as defined in Amendment No. 2) restricts Advanced Technology from disposing, transferring or contracting to transfer any Ordinary Shares and other equity securities convertible or exchangeable into or exercisable for voting shares of the Issuer (the “Rollover Transfer Restrictions”). Pursuant to the Waiver, Parent and the Issuer acknowledged that the execution of the Share Subscription Agreement, the issuance of a nominal amount of Advanced Technology Shares to Superior Fund and the issuance of Advanced Technology Shares to the Sinopec Investor immediately prior to the closing of the Merger are not breaches of the Rollover Transfer Restrictions, and Parent and the Issuer consented to such transactions.

Page 10

The foregoing description of the Waiver is a summary only and is qualified in its entirety by reference to the Waiver attached hereto as Exhibit 99.12, which is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

The information set forth in Item 4 of this Schedule 13D Amendment is incorporated by reference in its entirety into Item 6 of the Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

Exhibit Number		Description

99.10		Share Subscription Agreement, dated as of December 29, 2023, by and among Advanced Technology and the Sinopec Investor.
99.11		Equity Commitment Letter, dated December 29, 2023, by and among Merger Sub and Advanced Technology.
99.12		Waiver, dated December 29, 2023, by and among Advanced Technology, Parent and the Issuer.

Page 11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2024

	Liang Meng

	/s/ Liang Meng

	Ascendent Capital Partners III GP Limited


	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

	Ascendent Capital Partners III GP, L.P.
	By: Ascendent Capital Partners III GP Limited, its General Partner


	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

	Ascendent Capital Partners III, L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner


	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

	Skyline Automation Technologies L.P.
	By: Ascendent Capital Partners III GP, L.P., its General Partner
	By: Ascendent Capital Partners III GP Limited, its General Partner

	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

	Advanced Technology (Cayman) Limited


	By:	/s/ Liang Meng
	Name:	Liang Meng
	Title:	Director

Exhibit 99.10

SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement (this “Agreement”) is made as of December 29, 2023 (the “Signing Date”) by and between Advanced Technology (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (the “Investor”), a company established under the laws of the People’s Republic of China (the “PRC”). Each of the Company and the Investor is referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, (i) Hollysys Automation Technologies Ltd., a BVI business company incorporated under the Laws of the British Virgin Islands (the “Target”), (ii) Superior Technologies Holding Limited, an exempted company incorporated under the Laws of the Cayman Islands (“Parent”), and (iii) Superior Technologies Mergersub Limited, a BVI business company incorporated under the Laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger on December 11, 2023 (as amended and restated from time to time, the “Merger Agreement”) with respect to the merger between the Target and Merger Sub, the surviving company of which will become a wholly owned subsidiary of Parent (the “Surviving Company”) (such transaction, the “Merger”).

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1

ISSUANCE AND SUBSCRIPTION OF SHARES

1.1            Sale and Issuance of Shares. At the Closing (as defined below), subject to the terms and conditions of this Agreement, the Investor shall subscribe for, and the Company shall issue to the Investor such number of shares of the Company, par value US$0.01 per share (the “Shares”) equal to the result of (A) 10,000, multiplied by (B) the result of the Subscription Price divided by the Buyer Group Entry Price (such transaction, the “Subscription”). “Subscription Price” means the lower of US$40,000,000 or the amount of US$ equivalent to RMB 299,999,999 (based on the exchange rate of RMB to US$ published on the website of Bank of China (Hong Kong) as of the date on which the Subscription Price is paid by the Investor to the Company). The Shares shall have the rights, preferences, privileges and restrictions as set forth in the Second Amended and Restated Memorandum and Articles of Association of the Company adopted at the Closing (the “Restated Articles”). The Company shall use the Subscription Price for the purpose of the Merger or any other purpose as permitted by the Investor. For purpose of this Section 1.1, “Buyer Group Entry Price” shall mean an amount equal to the result of:

(a)            (i) Per Share Merger Consideration (as defined in the Merger Agreement), times (ii) the total number of Ordinary Shares (as defined in the Merger Agreement) issued and outstanding immediately prior to the Closing (for the avoidance of doubt, including the Rollover Shares (as defined in the Merger Agreement)); plus

(b)            all fees, costs and expenses, stamp, registration and other taxes paid or reserved to be paid by Ascendent Capital Partners III, L.P., Skyline Automation Technologies L.P., and their respective Affiliates (each, an “ACP Entity”) in connection with the Merger; plus

(c)            any excess payment paid by the ACP Entities in connection with making payment for the Dissenting Shares (as defined in the Merger Agreement) in accordance with the Merger Agreement; plus

(d)            all amounts paid by the ACP Entities for the Company Restricted Share Awards and Company Options (each as defined in the Merger Agreement) on or immediately prior to the consummation of the Merger; minus

(e)            the amount of the Debt Financing (as defined in the Merger Agreement); minus

(f)             if applicable, the amount of consideration to be received by Smart Automation (Cayman) Limited in connection with the issuance of preferred shares, convertible bond or other securities prior to the Closing (as defined in the Merger Agreement).

1.2            Closing. Subject to the terms and conditions of this Agreement, the consummation of the Subscription (the “Closing”) shall take place remotely by the exchange of documents and signatures on the day when all the conditions set out in Section 5 have been satisfied or waived pursuant to their terms (other than conditions to be satisfied on the Closing Date) or such other day as the Parties may agree in writing (the “Closing Date”).

1.3            Delivery. At the Closing, (i) the Investor shall pay, or cause to be paid, the Subscription Price to the Company by wire transfer of immediately available funds in US dollars to the bank account designated by the Company; and (ii) the Company shall deliver to the Investor (a) a scanned copy of the certificate registered in the Investor’s name representing the Shares, duly signed for and on behalf of the Company, and (b) a copy of the updated register of members of the Company showing such Investor as the holder of the Shares.

Section 2

Representations and Warranties of the Company

The Company hereby represents and warrants to the Investor as of the Signing Date and the Closing Date respectively (except for those representations and warranties expressly made as of a certain time, in which case, as of such time), as follows:

2.1            Organization; Good Standing. The Company is duly organized, validly existing and in good standing under, and by virtue of, the laws of the Cayman Islands.

2.2            Authority; Enforceability. The Company has all requisite power and authority and has obtained all internal and external approval to execute and deliver this Agreement and to carry out and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and constitutes valid and legally binding obligations of the Company, enforceable against the Company in accordance with the terms hereof.

2.3            Non-Contravention. The execution, delivery of, and performance by the Company of its obligations under this Agreement and the consummation of the Subscription do not violate the Restated Articles, any applicable laws to which the Company or its assets are subject, and any order, judgment or decree of any court or governmental agency to which the Company is a party or by which any of them is bound or submits.

2.4            Capitalization. Immediately prior to the Closing, the authorized share capital of the Company will consist of 5,000,000 shares, of which one (1) share is issued and outstanding. Upon completion of the Closing, the authorized share capital of the Company will consist of 5,000,000 shares, of which 10,000 Shares are expected to be issued and outstanding (assuming the Investor has fulfilled its obligations to pay or cause to be paid the Subscription Price at the Closing under Section 1.1 hereof, and all the other shareholders of the Company have fulfilled their obligations to make contributions into the Company by subscribing for shares of the Company prior to the closing of the Merger). Other than the guaranty obligation provided in connection with the issuance of preferred shares, convertible bond or other securities by Smart Automation (Cayman) Limited (if applicable), the Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid, nonassessable, and free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor.

2.5            Ownership of Parent. Immediately prior to the Closing, the Company will own 100 % of the issued and outstanding share capital of Smart Automation (Cayman) Limited which in turn owns 100% of the issued and outstanding share capital of Parent.

2.6            Company’s Business. Prior to the date hereof, the Company has not engaged in any business other than activities related to its organization, the Merger and the transactions related to the Merger.

Section 3

Representations and Warranties of the Investor

The Investor hereby represents and warrants to the Company as of the Signing Date and the Closing Date respectively (except for those representations and warranties expressly made as of a certain time, in which case, as of such time), as follows:

3.1            Organization; Good Standing. The Investor is duly established, validly existing and in good standing under, and by virtue of, the laws of the PRC.

3.2            Authority; Enforceability. The Investor has all requisite power and authority and has obtained all internal and external approvals required to execute and deliver this Agreement and to carry out and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Investor and constitutes valid and legally binding obligations of the Investor, enforceable against the Investor in accordance with the terms hereof.

3.3            Non-Contravention. The execution, delivery of, and performance by the Investor of its obligations under this Agreement and the consummation of the Subscription do not violate its constitutional documents, any applicable laws to which the Investor or its assets are subject, or any order, judgment or decree of any court or governmental agency to which the Investor is a party or by which any of them is bound or submits.

3.4            Sufficient Fund. The Investor has sufficient immediately available funds to fulfill its obligation to pay the Subscription Price to the Company in accordance with the terms and conditions of this Agreement.

Section 4

Covenants

4.1            Confidentiality. The terms and conditions of this Agreement and any other agreement entered into in connection with the Subscription, including their existence, and any non-public information concerning the Company (collectively, the “Confidential Information”) provided to the Investor shall not be disclosed by the Investor to any third party except that (i) the Investor may disclose the Confidential Information to its and its Affiliates’ shareholders, employees, directors, officers, accountants, and attorneys, in each case on a strictly need-to-know basis who are subject to confidentiality restrictions substantially similar to the confidentiality restrictions herein; and (ii) if the Investor is or become legally compelled to disclose the existence or content of any of the Confidential Information in contravention of the provisions of this Section 4.1, the Investor shall promptly provide the Company with written notice of that fact so that the Company may seek a protective order, confidential treatment or other appropriate remedy and in any event shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. For purposes of this Agreement, “Affiliate” means, in respect of a person or entity, any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity.

4.2            Transfer Restriction. Subject to the requirement under the Restated Articles, the Investor shall not Transfer any Shares to any Competitor without the prior written consent of the Company. “Transfer” means, in relation to any Share: directly or indirectly (i) sale, assignment, gift, disposal or transfer of such Share or any legal or beneficial interest therein; (ii) creating or permitting to subsist any pledge, charge, mortgage, lien or other security interest or encumbrance over or on such Share or any legal or beneficial interest therein; (iii) creating any trust to hold such Share or any legal or beneficial interest therein; (iv) any agreement or legally binding arrangement or understanding in respect of the right to vote (including the right to direct the vote), or the right to receive dividends with respect to, such Share; and (vi) any agreement to do any of the above. “Competitor” means any company that (i) provides any products or services similar to those offered by the Surviving Company, (ii) engages in any line of business that competes, directly or indirectly with the Surviving Company, or (iii) holds a majority stake or has the right to direct the management decision of, directly or indirectly, a company falling under (i) or (ii), and in each case of (i), (ii) and (iii), as reasonably determined by the Surviving Company or its Affiliates.

4.3            Termination of Transfer Restriction. Unless otherwise mutually agreed by the Company and the Investor, the transfer restriction set forth in Section 4.2 above shall terminate upon the earliest of (i) an Initial Public Offering, (ii) a Change of Control, or (iii) the dissolution or winding-up of the Company or Parent. “Initial Public Offering” means a registered public offering of shares of the Company or Parent or any subsidiary of the Company or Parent on an internationally recognized exchange. “Change of Control” means following the consummation of the Merger, the ACP Entities directly or indirectly transfers any equity interest in the Surviving Company to any third party that is not an ACP Entity and as a result of such transfer, ACP Entities collectively cease to hold 50% of the equity interests of the Surviving Company directly and indirectly.

4.4            Further Assurances. Each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits, clearances and orders necessary or advisable to be obtained from any third party or any governmental authority in order to consummate the transactions contemplated hereby. The Investor shall, as soon as possible from the date of this Agreement, make the filings with the National Development and Reform Commission, the Ministry of Commerce of China and State Administration of Foreign Exchange or their respective local commissions and/or branches pursuant to the Administrative Measures on Enterprise Outbound Investment (企业境外投资管理办法) of the PRC, as amended, and the rules and regulations thereunder, with respect to the Subscription pursuant to terms and conditions of this Agreement and the indirect investment in the Merger.

4.5            Indemnification. Each Party hereby agrees to indemnify the other Party from and against any and all losses, claims, demands, liabilities, costs, damages, expenses and causes of action arising from or in connection with any breach of any representation or warranty made by or covenants or obligations of each Party hereunder.

4.6            Preservation of Rights. If the holding structure of the Company and its subsidiaries is restructured (including for the purpose of preparing for the Initial Public Offering), the Company shall use its reasonable best efforts to ensure that the Investor’s rights in the vehicle established for purpose of such restructuring is substantially the same or no less favorable than the rights and interests in the Company as of the Closing.

Section 5

Closing Conditions

5.1            Conditions to Obligations of the Company. The obligations of the Company to consummate the Subscription shall be subject to the satisfaction, or written waiver by the Investor, of all of the following conditions on or before the Closing Date:

(a)            Accuracy of Representations and Warranties. Each of the Investor’s representations and warranties in this Agreement shall have been true, correct, complete and accurate as of the Closing Date;

(b)            Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Investor on or prior to the Closing Date shall have been performed in accordance with the terms hereof; and

(c)            Regulatory Approval. The Investor shall have obtained all the regulatory approvals required by PRC regulatory authorities in connection with the Subscription.

5.2            Conditions to Obligations of the Investor. The obligations of the Investor to consummate the Subscription shall be subject to the satisfaction, or written waiver by the Company, of all of the following conditions on or before the Closing Date:

(a)            Accuracy of Representations and Warranties. Each of the Company’s representations and warranties in this Agreement shall have been true, correct, complete and accurate as of the Closing Date;

(b)            Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed in accordance with the terms hereof;

(c)            Merger Agreement Closing. All the closing conditions set forth in Section 7.1 to Section 7.3 of the Merger Agreement (except for closing conditions related to Parent’s funding obligations in the Merger Agreement) shall have been satisfied or waived by the parties thereto; and

(d)            Adoption of Restated Articles. The Restated Articles in form attached hereto as Schedule A shall have been duly adopted by the Company by all necessary corporate action of its board of directors and its shareholders.

Section 6

Miscellaneous

6.1            Notices. All notices or other communications required or permitted by this Agreement shall be in writing and delivered personally or by overnight courier, or sent by email, to the address set forth in this Section 6.1 or to such other address as furnished by any Party to the other Party. Any notice given pursuant to this Section 6.1 shall be deemed to have been duly received, (i) on the date of delivery if delivered by hand personally during business hours, (ii) upon receipt of proof of delivery, if delivered by registered or certified mail, reputable courier or express delivery service, (iii) on the date of transmission, if delivered by email.

(a) If to Company:

Address: Suite 3501, 35/F, Jardine House 1 Connaught Place, Central, Hong Kong

Tel: +852-2165-9000

Attention: Liang Meng // John Wang

Email: leon@ascendentcp.com; john@ascendentcp.com

with a copy to (which shall not constitute notice):

Morrison & Foerster LLP

33/F Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Attention: Marcia Ellis // Rongjing Zhao

Email: mellis@mofo.com; rzhao@mofo.com

(b) If to the Investor:

Address:

Tel:

Attention:

Email:

6.2            Governing Law. This Agreement shall be governed in all respects by the laws of Hong Kong, without regard to principles of conflicts of law.

6.3            Dispute Resolution. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted and as may be amended by this Section 6.3. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English and the tribunal shall consist of three arbitrators. The arbitration tribunal shall have no authority to award punitive damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

6.4            Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement is not performed by the Investor in accordance with its specified terms or otherwise breach such provision, and that money damages or other legal remedies would not be an adequate remedy for such irreparable damage. Accordingly, the Parties acknowledge and agree that subject to the terms and conditions herein, the Company shall be entitled to specific performance of the terms hereof, and one or more injunctions or other equitable relief to prevent breaches of this Agreement by the Investor, in each case without any requirement for the posting of any bond or other security, in addition to any other remedy at law. The Parties further agree that prior to the Closing, the Company shall be entitled to specific performance to enforce specifically the provisions of, and one or more injunctions or other equitable relief to prevent or cure breaches of Section 1 if the conditions in Section 5 have been satisfied or waived. The Investor shall not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (x) the Company has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy for any reason at law or equity.

6.5            Expenses. The Company and the Investor shall each pay their own expenses in connection with the review, negotiation and entry of this Agreement; provided that, upon signing of this Agreement, the Investor undertakes to share, ratably based on its shareholding percentage in the Company as of the Closing, any transaction expenses, termination, topping, break-up or other fees or amounts payable by the Company (or one or more of its Affiliates or designees) in connection with the Merger, including the Parent Termination Fee (as defined in the Merger Agreement) (all such expenses, fees, and amounts payable collectively, the “Expenses”); provided further that, (i) the Investor shall not be responsible for sharing any Expenses if the Merger does not occur for so long as such non-occurrence is not caused by a breach by the Investor of its obligations under this Agreement (it being understood that, subject to the Investor’s satisfaction of its obligations under Section 4.4, failure to obtain required regulatory approval by the Investor shall not be deemed as a breach of this Agreement); and (ii) the Investor shall be responsible for all the Expenses if the consummation of the Merger does not occur and such nonoccurrence of Merger is resulted from the failure of the Investor to pay the Subscription Price upon Closing after all the conditions set out in Section 5 have been satisfied or waived pursuant to their terms.

6.6            Repurchase. If for any reason the Closing has taken place and (a) the Merger has not been completed in accordance with the Merger Agreement within twenty (20) days after the Closing Date, or (b) the Merger Agreement has been validly terminated in accordance with its terms, the Company shall promptly repurchase the Shares from the Investor, and the Investor shall promptly sell the Shares to the Company, for the same Subscription Price actually paid by the Investor to the Company under this Agreement (the “Repurchase Consideration”) and the Company shall promptly take all actions that are necessary or required in order to restore the Investor (and its Affiliates, if applicable) to the position it was in with respect to the ownership and possession of the Shares and the Subscription Price immediately prior to the Closing. In furtherance and not in limitation of the foregoing, the Company shall pay, or cause to be paid, to the Investor the Repurchase Consideration, less any Expenses that the Investor is obligated to share pursuant to Section 6.5 (if any), within two (2) business days after the first to occur of an event contemplated by clause (a) and (b) above, by wire transfer of U.S. dollars in immediately available funds to an account designated by the Investor.

6.7            Amendment. The provisions of this Agreement may not be waived, modified, supplemented or amended, except by an instrument in writing signed by both Parties.

6.8            Termination. This Agreement shall terminate automatically and immediately without any further action on the part of any Party upon valid termination of the Merger Agreement in accordance with its terms; provided that, Section 4.5 and this Section 6 shall survive such termination; provided further, that termination of this Agreement pursuant to this Section 6.8 shall not relieve any party who is in breach of, or has breached, any of its obligations under this Agreement if such breach is the cause of, or results in, such failure for the Company and its Affiliates to consummate the Merger. The Parties acknowledge and agree that nothing in this ‎Section 6.8 shall be deemed to affect the Company’s right to specific performance in accordance with the terms and conditions set forth in ‎Section 6.4.

6.9            Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, or delegated by the Investor without the prior written consent of the Company. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties.

6.10          Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. No Party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

6.11          Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

6.12          Counterparts. This Agreement may be electronically executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(Signature pages follow)

IN WITNESS WHEREOF, the Parties have executed, or caused this Agreement to be executed by their duly authorized representatives, on the Signing Date.

	COMPANY

	Advanced Technology (Cayman) Limited

	By:	/s/ Liang Meng
	Name: Liang Meng
	Title: Director

Signature Page to Shares Subscription Agreement (Sinopec)

IN WITNESS WHEREOF, the Parties have executed, or caused this Agreement to be executed by their duly authorized representatives, on the Signing Date.

	INVESTOR

	Sinopec Capital Co., Ltd.

	(中国石化集团资本有限公司)

	By:	/s/ Meiyun Zhou
	Name: Meiyun Zhou
	Title: Director

Signature Page to Shares Subscription Agreement (Sinopec)

Exhibit 99.11

CONFIDENTIAL

EQUITY COMMITMENT LETTER

December 29, 2023

Advanced Technology (Cayman) Limited

Address:

Walkers Corporate Limited

Cayman Corporate Center, 27 Hospital RD

George Town, Grand Cayman, Cayman Islands

Ladies and Gentlemen:

This Equity Commitment Letter (this “letter agreement”) sets forth the commitment of Advanced Technology (Cayman) Limited (the “Sponsor”), subject to (i) the terms and conditions contained in the Agreement and Plan of Merger, dated December 11, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Hollysys Automation Technologies Ltd. (the “Company”), Superior Technologies Mergersub Limited, a BVI business company incorporated under the Laws of the British Virgin Islands (“Merger Sub”) and Superior Technologies Holding Limited (“Parent”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”) and (ii) the terms and conditions contained herein. On December 11, 2023, each of Ascendent Capital Partners III, L.P. (the “Guarantor”) and Skyline Automation Technologies L.P. (together with the Guarantor, the “Other Sponsors”) has entered into a letter agreement substantially identical to this letter agreement (collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest, directly or indirectly, in Merger Sub. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Equity Commitment.

(a)           This letter agreement confirms the commitment of the Sponsor, at or prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, or to cause the purchase of equity interests of Parent and to pay, or cause to be paid to Merger Sub through Parent in immediately available funds an aggregate cash purchase price equal to US$40,000,000 (the “Equity Commitment”), which Merger Sub shall use for the purpose of funding, to the extent necessary to fund, such portion of the merger consideration and such other amounts required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor (together with its permitted assigns) shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Merger Sub and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment (the “Cap”).

(b)          The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund or Person that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Merger Sub or any other Person pursuant to the terms of this letter agreement.

2.            Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full or waiver, if permissible, at or prior to the Closing, of each of the conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) either the substantially contemporaneous consummation of the Closing or the obtaining by the Company in accordance with Section 9.12 of the Merger Agreement of a final and non-appealable order requiring Parent or Merger Sub to cause the Equity Financing to be funded and to effect the Closing, (c) the Debt Financing and/or the Alternative Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms thereof if the Equity Financing is funded at the Closing, and (d) the substantially contemporaneous funding to Merger Sub of the contributions contemplated by the Other Sponsor Equity Commitment Letters, provided that, the satisfaction or failure of the condition set forth in this clause (d) shall not limit or impair the ability of Merger Sub or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement, if (x) Merger Sub or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters, or (y) the Other Sponsors have satisfied or will satisfy their obligations under the Other Sponsor Equity Commitment Letters; provided further, that if Merger Sub or the Company seeks enforcement of this letter agreement and the Other Sponsor Equity Commitment Letters, the Merger Sub or the Company shall not be entitled to receive an amount exceeding the aggregate amount of the Cash Financing.

3.            Limited Guarantee. Concurrently with the execution and delivery of the Other Sponsor Equity Commitment Letters, the Guarantor has executed and delivered to the Company a limited guarantee related to certain payment obligations of Parent under the Merger Agreement (the “Limited Guarantee”) relating to certain payment obligations of Parent under the Merger Agreement. Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s remedies against the Guarantor under the Limited Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect) remedies available to the Company and the Guaranteed Party Related Persons (as defined in the Limited Guarantee) against the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) for any liability, loss, damage or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising out of or relating to this letter agreement or the Merger Agreement, or of the failure of any of the transactions contemplated by any such agreement to be consummated or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement); and (b) the Company and the Guaranteed Party Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event Merger Sub breaches its obligations under the Merger Agreement and whether or not Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against the Guarantor pursuant to and in accordance with the Limited Guarantee.

Enforceability; Third-Party Beneficiary.

(a)           This letter agreement may only be enforced by Merger Sub (in its sole discretion); provided that, if the conditions set forth in Section 2 are satisfied and the Company is entitled to seek specific performance pursuant to Section 9.12 of the Merger Agreement, the Company is hereby made a third party beneficiary of the rights granted to Merger Sub under this letter agreement to the extent, and only to the extent, of the rights set forth in Sections 1, 4, 5, 6, 7 and 12 and shall be entitled to an injunction, specific performance or other equitable remedy to cause the Sponsor to fund the Equity Commitment in accordance with Section 1 hereof. None of Merger Sub’s or the Company’s creditors or any provider or source of the Financing shall have the right to enforce this letter agreement or to cause Merger Sub or the Company to enforce this letter agreement against the Sponsor.

(b)           Notwithstanding the foregoing, if the Company or any of its Affiliates asserts in any proceeding that (1) the Sponsor shall contribute an amount of Equity Commitment that exceeds the Cap or (2) the Cap on the Sponsor’s liabilities hereunder or the Cap (as defined in the relevant Other Sponsor Equity Commitment Letter) on liabilities of any of the Other Sponsors is illegal, invalid or unenforceable in whole or in part (the “Impermissible Claims”), then (i) the obligations of the Sponsor under this letter agreement shall terminate ab initio and be null and void, (ii) if the Sponsor has previously made any payments under this letter agreement, it shall be entitled to recover such payments, and (iii) the Sponsor shall not have any liabilities or obligations to any Person under this letter agreement. In no event shall the maximum amount of the liabilities of the Sponsor in the aggregate under this letter agreement exceed the Cap.

(c)           Each party hereto acknowledges and agrees that (i) this letter agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture, relationship, between or among any of the parties hereto, and neither this letter agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, and (ii) the obligations of the Sponsor under this letter agreement are solely contractual in nature.

(d)          Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent specifically permitted under Section 4 (a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 4(a) hereof. The Company hereby agrees that specific performance shall be its sole and exclusive remedy with respect to any breach by the Sponsor of this letter agreement and that the Company may not seek or accept any other form of relief that may be available for any such breach of this letter agreement (including monetary damages); provided, that, if the Company seeks specific performance for such breach of this letter agreement as permitted under Section 4(a), and a court of competent jurisdiction in a final, non-appealable determination as to the availability of specific performance does not specifically enforce the obligations of the Sponsor hereunder pursuant to any proceeding for specific performance brought against the Sponsor, then the Company shall have the right to seek the payments contemplated by, and subject to the terms and conditions of, Section 1 of the Limited Guarantee (subject to the limitations and conditions therein). In addition, the Company shall, and shall cause each of its Affiliates to, cause any pending proceeding to be dismissed with prejudice upon the earlier of (i) the consummation of the Closing by Merger Sub or (ii) the payment of the Parent Termination Fee pursuant to the Merger Agreement.

(e)           Each party hereto agrees that its respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and the respective successors and permitted assigns of such other party, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Merger Sub to enforce, the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the extent and only to the extent of its rights specifically provided in Section 4(a) in accordance with, and subject to the terms of the Merger Agreement and this letter agreement. Except as expressly provided in the foregoing sentence, nothing in this letter agreement, express or implied, is intended to confer upon any Person other than Merger Sub or the Sponsor, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any Person unless such Person is also seeking enforcement of the Other Sponsor Equity Commitment Letters to the extent that any of the Other Sponsors has not performed in full its obligations under the relevant Other Sponsor Equity Commitment Letter.

5.            No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of (i) Merger Sub and the Sponsor, and (ii) if such amendment or modification (for the avoidance of doubt, including any amendment or modification of Section 11) would impact the Company’s rights as a third-party beneficiary of this letter agreement pursuant to Section 4(a), the Company. Together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder), the Other Sponsor Equity Commitment Letters, the Limited Guarantee, the Rollover and Support Agreement between Parent and Advanced Technology (Cayman) Limited, and the Confidentiality Agreement by and between Advanced Technology (Cayman) Limited and the Company dated as of November 21, 2023, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Merger Sub or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.            Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement, or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

7.            Dispute Resolution. Any dispute, controversy, difference, or claim arising out of or relating to this letter agreement, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted and as may be amended by this Section 7. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English and the tribunal shall consist of three arbitrators. The arbitration tribunal shall have no authority to award punitive damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

8.            Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH, AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

9.            Confidentiality. This letter agreement shall be treated as confidential and is being provided to Merger Sub solely in connection with the Merger Agreement and the transactions contemplated thereby. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document by either party hereto, except with the prior written consent of the other party; provided, however, that each party hereto may disclose the existence and content of this letter agreement to the Company, to their and their Affiliates’ respective officers, directors, employees, partners, members, investors, financing sources, advisors (including financial and legal advisors) and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives and to the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger Agreement and the transactions contemplated thereby or in connection with any litigation relating to the Merger Agreement and the transactions contemplated thereby as permitted by or provided in the Merger Agreement and the Sponsor may disclose the existence and content of this letter agreement to any Non-Recourse Party which needs to know of the existence of this letter agreement and is subject to the confidentiality obligations substantially identical to the terms contained in this Section 9.

10.           No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, Merger Sub, by its acceptance of the benefits of the Equity Commitment provided herein, covenants, agrees and acknowledges that no Person (other than the Sponsor or its successors or permitted assigns hereunder) shall have any liabilities or obligations hereunder or in connection with the transactions contemplated hereby and that, notwithstanding the fact that the Sponsor or any of its respective successors or permitted assigns may be partnerships, limited liability companies, corporations or other entities, Merger Sub has no rights of recovery against, and no recourse hereunder or under any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any Non-Recourse Party, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity or in tort, contract or otherwise), by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any obligations or liabilities of the Sponsor or any of its successors or permitted assigns hereunder or any document or instrument delivered in connection herewith or in respect of any oral representation made or alleged to be made in connection herewith or therewith or for any proceeding (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or liabilities or their creation.

11.           Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing, at which time such obligation will be discharged, but subject to the performance of such obligation, (c) the Company or any of its controlled Affiliates directly or indirectly taking affirmative steps to pursue remedies (including asserting a claim or initiating a proceeding) against the Guarantor under the Limited Guarantee, or (d) the Company or any of its controlled Affiliates directly or indirectly (i) asserting a claim or initiating a proceeding against Merger Sub, the Sponsor or any Non-Recourse Party (as defined in the Limited Guarantee) in connection with or relating to this letter agreement, the Merger Agreement or any of the transactions contemplated under the Merger Agreement (other than a claim seeking an order of specific performance or other equitable relief of the Sponsor’s obligation to fund the Equity Commitment in the circumstances provided for in Section 4(a) or a claim seeking an order of specific performance or other equitable relief pursuant to the Merger Agreement or the Other Sponsor Equity Commitment Letters), or (ii) asserting any Impermissible Claim. Upon termination of this letter agreement, all rights and obligations of the Sponsor hereunder with respect to the Equity Commitment shall terminate, and the Sponsor shall not have any further liabilities hereunder.

12.

Representations and Warranties.

(a)           The Sponsor hereby represents and warrants to Merger Sub that: (i) it has all necessary organizational power and authority to execute and deliver this letter agreement and perform its obligations hereunder; (ii) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary limited partnership or corporate action (as applicable) by it; (iii) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Sponsor) constitutes a valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms of this letter agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)); (iv) except for the applicable requirements of the Exchange Act, no action, consent, permit, authorization by, and no notice to or filing with, any governmental entity is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor; (v) it will, at the Closing, have sufficient funds, available lines of credit, unfunded capital commitments that it is entitled to call to fund the Equity Commitment, or other sources of immediately available funds to fulfill its payment obligation for the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are then outstanding; and (vi) the execution, delivery and performance of this letter agreement by the Sponsor do not violate the organizational documents of the Sponsor, any applicable Law binding on the Sponsor or the assets of the Sponsor or conflict with any material agreement binding on the Sponsor.

13.           Interpretation. When reference is made in this letter agreement to an Article, Exhibit, Schedule or Section, such reference shall be to an Article, Exhibit, Schedule or Section of this letter agreement unless otherwise indicated. All terms defined in this letter agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Whenever the words “include”, “includes” or “including” are used in this letter agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this letter agreement shall refer to this letter agreement as a whole and not to any particular provision of this letter agreement. Words of any gender include each other gender and neuter genders and words using the singular or plural number also include the plural or singular number, respectively. Any contract or Law defined or referred to herein means such contract or Law as from time to time amended, modified or supplemented, including (in the case of contracts) by waiver or consent and (in the case of Laws) by succession or comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The word “or” shall not be exclusive. With respect to the determination of any period of time, “from” means “from and including”. The word “will” shall be construed to have the same meaning as the word “shall”. Whenever this letter agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. References to “dollars” or “$” are to United States dollars. Any deadline or time period set forth in this letter agreement that by its terms ends on a day that is not a Business Day shall be automatically extended to the next succeeding Business Day. Each of the parties hereto has participated in the drafting and negotiating of this letter agreement. If an ambiguity or question of intent or interpretation arises, this letter agreement shall be construed as if it is drafted by all the parties hereto and without regard to any presumption or rule requiring construction or interpretation against the parties hereto drafting or causing any instrument to be drafted.

14.           No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned (whether by operation of law, merger, consolidation or otherwise) or delegated, except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates, or any affiliated investment fund or investment vehicle sponsored, advised or managed by the general partner or the investment manager of the Sponsor or any of its Affiliates thereof (including any affiliated investment fund or investment vehicle to be set up after the date hereof that is sponsored, advised or managed by such Sponsor or any of its Affiliates as of such assignment) without the Company’s and Merger Sub’s consent; provided that, any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement. Merger Sub may not assign its rights to any of its Affiliates or other entity owned directly or indirectly by the beneficial owners of Merger Sub, without the prior written consent of the Sponsor. The Company may not assign its rights without the prior written consent of Merger Sub and the Sponsor. Any transfer, assignment or delegation in violation of this Section 14 shall be null and void and of no force and effect.

15.           Severability. If any term or other provision of this letter agreement is found by a court of competent jurisdiction or an arbitration tribunal to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

16.           Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or by electronic mail or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next business day if transmitted by international overnight courier, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to the Sponsor, to:

Ascendent Capital Partners III, L.P.

Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Liang Meng // John Wang

Email: leon@ascendentcp.com; john@ascendentcp.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Edinburgh Tower, 33/F, The Landmark, 15 Queen’s Road Central, Hong Kong

Email: mellis@mofo.com; rzhao@mofo.com

Attention: Marcia Ellis // Rongjing Zhao

if to Merger Sub, to:

Superior Technologies Mergersub Limited

Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Liang Meng // John Wang

Email: leon@ascendentcp.com; john@ascendentcp.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Edinburgh Tower, 33/F, The Landmark, 15 Queen’s Road Central, Hong Kong

Email: mellis@mofo.com; rzhao@mofo.com

Attention: Marcia Ellis // Rongjing Zhao

17.           Counterparts. This letter agreement may be executed and delivered (including by e-mail of PDF or scanned versions or by facsimile) in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

Sincerely,

Advanced Technology (Cayman) Limited


By:	/s/ Liang Meng
Name:	Liang Meng
Title:	Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Agreed to and accepted as of the date first written above:

Superior Technologies Mergersub Limited


By:	/s/ Liang Meng
Name:	Liang Meng
Title:	Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Exhibit 99.12

CONFIDENTIAL

WAIVER

(this “Waiver”)

December 29, 2023

Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 11, 2023, by and among Hollysys Automation Technologies Ltd., a BVI business company (the “Company”), Superior Technologies Holding Limited, a Cayman Islands exempted company (“Parent”), and Superior Technologies Mergersub Limited, a BVI business company and a wholly owned Subsidiary of Parent (“Merger Sub”), (ii) the Rollover and Support agreement (the “Support Agreement”), dated as of December 11, 2023, by and between the Parent and Advanced Technology (Cayman) Limited (the “Rollover Shareholder”), and (iii) the Equity Commitment Letter (the “ECL”), dated as of December 11, 2023, by and between Skyline Automation Technologies L.P. (“Skyline”) and Merger Sub. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Support Agreement.

Section 1.3 of the Support Agreement provides, among others, that the Rollover Shareholder shall not directly or indirectly dispose of any Securities or enter into any Contract, option, or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein. Section 6.7 of the Support Agreement provides that the Company is an express third-party beneficiary of the Support Agreement.

In furtherance of but without limiting Skyline’s funding obligations under the ECL, the Rollover Shareholder intends to issue shares to Skyline (the “Share Issuance”) prior to the Closing (as defined in the Merger Agreement).

The Rollover Shareholder intends to enter into a share subscription agreement with Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (“Sinopec”), pursuant to which the Rollover Shareholder will issue shares to Sinopec immediately prior to the Closing (as defined in the Merger Agreement) pursuant to a Share Subscription Agreement provided to the Company as of the date hereof (such transaction, the “Sinopec Transaction”).

Simultaneously with the execution and delivery of this Waiver, the Rollover Shareholder is executing an Equity Commitment Letter in the form attached as Exhibit A hereto.

Each of the Company and Parent hereby acknowledges and consents to the Share Issuance and the Sinopec Transaction for purposes of Section 1.3 of the Support Agreement, and agrees that neither the Share Issuance nor the Sinopec Transaction shall be deemed to be a breach of Section 1.3 of the Support Agreement.

Except as expressly modified, supplemented and/or superseded by this Waiver, the terms, conditions, representations, warranties, covenants and other provisions of the Support Agreement and any of the documents or instruments contemplated thereby are and shall continue to be in full force and effect in accordance with its and/or their terms.

This Waiver shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

This Waiver may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.

	ROLLOVER SHAREHOLDER:
	Advanced Technology (Cayman) Limited

	By:	/s/ Liang Meng
		Name: Liang Meng
		Title: Director

	PARENT:
	Superior Technologies Holding Limited

	By:	/s/ Liang Meng
		Name: Liang Meng
		Title: Director

[Signature Page to the Waiver (Equity Financing Structure)]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.

	COMPANY:
	Hollysys Automation Technologies Ltd.

	By:	/s/ Kok Peng TEH
		Name: Kok Peng TEH
		Title: Chairman of Special Committee

[Signature Page to the Waiver (Equity Financing Structure)]

Exhibit A

Form of Equity Commitment Letter

CONFIDENTIAL

EQUITY COMMITMENT LETTER

December 29, 2023

Advanced Technology (Cayman) Limited

Address:

Walkers Corporate Limited

Cayman Corporate Center, 27 Hospital RD

George Town, Grand Cayman, Cayman Islands

Ladies and Gentlemen:

Equity Commitment.

(b)           The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof or any other investment fund or Person that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Merger Sub or any other Person pursuant to the terms of this letter agreement.

2.             Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full or waiver, if permissible, at or prior to the Closing, of each of the conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) either the substantially contemporaneous consummation of the Closing or the obtaining by the Company in accordance with Section 9.12 of the Merger Agreement of a final and non-appealable order requiring Parent or Merger Sub to cause the Equity Financing to be funded and to effect the Closing, (c) the Debt Financing and/or the Alternative Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms thereof if the Equity Financing is funded at the Closing, and (d) the substantially contemporaneous funding to Merger Sub of the contributions contemplated by the Other Sponsor Equity Commitment Letters, provided that, the satisfaction or failure of the condition set forth in this clause (d) shall not limit or impair the ability of Merger Sub or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement, if (x) Merger Sub or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters, or (y) the Other Sponsors have satisfied or will satisfy their obligations under the Other Sponsor Equity Commitment Letters; provided further, that if Merger Sub or the Company seeks enforcement of this letter agreement and the Other Sponsor Equity Commitment Letters, the Merger Sub or the Company shall not be entitled to receive an amount exceeding the aggregate amount of the Cash Financing.

3.             Limited Guarantee. Concurrently with the execution and delivery of the Other Sponsor Equity Commitment Letters, the Guarantor has executed and delivered to the Company a limited guarantee related to certain payment obligations of Parent under the Merger Agreement (the “Limited Guarantee”) relating to certain payment obligations of Parent under the Merger Agreement. Other than as set forth herein (including without limitation, the rights of the Company pursuant to Section 4) or with respect to the Retained Claims (as defined in the Limited Guarantee), (a) the Company’s remedies against the Guarantor under the Limited Guarantee shall be, and are intended to be, the sole and exclusive (direct or indirect) remedies available to the Company and the Guaranteed Party Related Persons (as defined in the Limited Guarantee) against the Sponsor or any of the Non-Recourse Parties (as defined in the Limited Guarantee) for any liability, loss, damage or recovery of any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising out of or relating to this letter agreement or the Merger Agreement, or of the failure of any of the transactions contemplated by any such agreement to be consummated or otherwise in connection with any of the transactions contemplated hereby and thereby or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection with any such agreement, whether at law, in equity, in contract, in tort or otherwise, (whether or not Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement); and (b) the Company and the Guaranteed Party Related Persons (as defined in the Limited Guarantee) shall not have, and they are not intended to have, any right of recovery against the Sponsor or any of the Non-Recourse Parties in respect of any liabilities or obligations arising out of or relating to, this letter agreement or the Merger Agreement, including in the event Merger Sub breaches its obligations under the Merger Agreement and whether or not Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement, except for claims of the Company against the Guarantor pursuant to and in accordance with the Limited Guarantee.

Enforceability; Third-Party Beneficiary.

(d)           Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent specifically permitted under Section 4 (a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 4(a) hereof. The Company hereby agrees that specific performance shall be its sole and exclusive remedy with respect to any breach by the Sponsor of this letter agreement and that the Company may not seek or accept any other form of relief that may be available for any such breach of this letter agreement (including monetary damages); provided, that, if the Company seeks specific performance for such breach of this letter agreement as permitted under Section 4(a), and a court of competent jurisdiction in a final, non-appealable determination as to the availability of specific performance does not specifically enforce the obligations of the Sponsor hereunder pursuant to any proceeding for specific performance brought against the Sponsor, then the Company shall have the right to seek the payments contemplated by, and subject to the terms and conditions of, Section 1 of the Limited Guarantee (subject to the limitations and conditions therein). In addition, the Company shall, and shall cause each of its Affiliates to, cause any pending proceeding to be dismissed with prejudice upon the earlier of (i) the consummation of the Closing by Merger Sub or (ii) the payment of the Parent Termination Fee pursuant to the Merger Agreement.

5.             No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of (i) Merger Sub and the Sponsor, and (ii) if such amendment or modification (for the avoidance of doubt, including any amendment or modification of Section 11) would impact the Company’s rights as a third-party beneficiary of this letter agreement pursuant to Section 4(a), the Company. Together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder), the Other Sponsor Equity Commitment Letters, the Limited Guarantee, the Rollover and Support Agreement between Parent and Advanced Technology (Cayman) Limited, and the Confidentiality Agreement by and between Advanced Technology (Cayman) Limited and the Company dated as of November 21, 2023, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Merger Sub or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.             Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement, or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

7.             Dispute Resolution. Any dispute, controversy, difference, or claim arising out of or relating to this letter agreement, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted and as may be amended by this Section 7. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English and the tribunal shall consist of three arbitrators. The arbitration tribunal shall have no authority to award punitive damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

8.             Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH, AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

9.             Confidentiality. This letter agreement shall be treated as confidential and is being provided to Merger Sub solely in connection with the Merger Agreement and the transactions contemplated thereby. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document by either party hereto, except with the prior written consent of the other party; provided, however, that each party hereto may disclose the existence and content of this letter agreement to the Company, to their and their Affiliates’ respective officers, directors, employees, partners, members, investors, financing sources, advisors (including financial and legal advisors) and any representatives of the foregoing (collectively, “Representatives”), to the Other Sponsors and their respective Representatives and to the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger Agreement and the transactions contemplated thereby or in connection with any litigation relating to the Merger Agreement and the transactions contemplated thereby as permitted by or provided in the Merger Agreement and the Sponsor may disclose the existence and content of this letter agreement to any Non-Recourse Party which needs to know of the existence of this letter agreement and is subject to the confidentiality obligations substantially identical to the terms contained in this Section 9.

12.

Representations and Warranties.

if to the Sponsor, to:

Ascendent Capital Partners III, L.P.

Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Liang Meng // John Wang

Email: leon@ascendentcp.com; john@ascendentcp.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Edinburgh Tower, 33/F, The Landmark, 15 Queen’s Road Central, Hong Kong

Email: mellis@mofo.com; rzhao@mofo.com

Attention: Marcia Ellis // Rongjing Zhao

if to Merger Sub, to:

Superior Technologies Mergersub Limited

Suite 3501, 35/F, Jardine House, 1 Connaught Place, Central, Hong Kong

Attention: Liang Meng // John Wang

Email: leon@ascendentcp.com; john@ascendentcp.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

Edinburgh Tower, 33/F, The Landmark, 15 Queen’s Road Central, Hong Kong

Email: mellis@mofo.com; rzhao@mofo.com

Attention: Marcia Ellis // Rongjing Zhao

[Remainder of page intentionally left blank]

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