Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period by a Bondholder delivering at its own expense to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Shares. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed "CONVERSION DATE"). (a "Conversion Notice"b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "DELIVERY DATE"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal ▇▇▇▇▇▇, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed "CONVERSION DATE"). (a "Conversion Notice"b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "DELIVERY DATE"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 (a) On any Conversion Date, in accordance with a Conversion Notice, or thereafter, the Company shall issue certificates for Common Shares, on presentation and surrender at the registered office of the Company or any other place designated in the Conversion Notice of the certificate or certificates representing such Series E Preferred Shares called for Conversion, in the number equal to the number of Series E Preferred Shares to be converted resulting from the occurrence or achievement of said Milestone multiplied by a fraction, the numerator of which is the then Milestone Redemption Price for 1 Series E Preferred Share, and the denominator of which is the Conversion Price as of the date of such Milestone. The Conversion Rights maycertificates for Common Shares issued by the Company to the Series E Preferred Holders shall be in accordance with the provisions hereof, subject as provided herein and in Condition 7such name or names as a Series E Preferred Holder may direct in writing, provided that if issued in a name or names other than the Series E Preferred Holder such Series E Preferred Holder shall pay any applicable transfer taxes. If only part of the Series E Preferred Shares represented by any certificate shall be exercised converted, a new certificate representing the balance of such Series E Preferred Shares shall be issued to the Series E Preferred Holder at the expense of the Company upon presentation and surrender of the first mentioned certificate. (b) The registered holder of the Common Shares resulting from a Conversion shall be entitled to rank equally with the registered holders of all other Common Shares in respect of all dividends payable to the holders of Common Shares who were holders of record at the close of business on any Business Day during date on or after the date of such Conversion or the date of such declaration of such dividend. Subject as aforesaid and subject to the provisions of Article 31.8.1 and 31.8.2 hereof upon Conversion of the Series E Preferred Shares converted pursuant to the achievement of a Milestone, there shall be no further payment or adjustment by the Company on the Common Shares resulting from such Conversion except that the Common Shares so resulting shall thereafter participate with all other Common Shares. (c) Upon receipt of the Conversion Period by a Bondholder delivering at Notice, each holder of Series E Preferred Shares shall surrender its own expense certificate or certificates for the Series E Preferred Shares to be converted to the Issuer during normal business hours Company at the Specified Office a notice place designated in the form attached as Annexure III duly completed (a "Conversion Notice", and shall thereafter receive certificates for the number of Common Shares to which such holder is entitled. On the Conversion Date, all outstanding Series E Preferred Shares to be converted pursuant to the Conversion Notice shall be deemed to have been converted into Common Shares, which shall be deemed to be outstanding of record, and all rights with respect to the Series E Preferred Shares so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Shares) stating will terminate, but excluding the intention rights of that Bondholder holders thereof, upon surrender of their certificate or certificates therefore, to convert all or part (in authorised denomination) receive certificates for the number of principal amount Common Shares into which such Series E Preferred Shares have been converted, and to receive payment of its Bonds any declared but unpaid dividends thereon. As soon as practicable after the Conversion Date and the address in Hong Kong surrender of the certificate or certificates for Series E Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his written order, a certificate or certificates for the number of full Common Shares issuable on such conversion in accordance with the provisions hereof. (d) The Company shall not issue fractional shares upon any Conversion but in lieu thereof the Company shall pay any fractional share amount in cash (based upon the Current Market Price used to calculate such fractional share) at the time of delivery of the share certificates certificate representing the number of Common Shares into which the Series E Preferred Shares are converted. (e) All Common Shares resulting from any Conversion of Series E Preferred Shares into Common Shares (including whole Common Shares resulting from the consolidation by the Company of fractions of shares which result from Conversions) shall be fully paid and non-assessable. Nothing herein contained shall effect or restrict the right of the Conversion Company to increase the number of its Common Shares pursuant to Condition 9.2 together in accordance with the original provisions of that Bond Certificate. A Conversion Notice once delivered shall be irrevocablethe Company Act and to issue such shares from time to time. 9.2 Subject to Condition 9.4, (f) The Company shall at all times when the Conversion Series E Preferred Shares shall be allotted outstanding, reserve and issued by the Issuerkeep available out of its authorized but unissued shares, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence purpose of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of effecting the conversion of the Bond and any profits tax (or Series E Preferred Shares, such number of its equivalent) against which duly authorized Common Shares as shall from time to time be sufficient to effect the Bondholder may be assessed for any disposal conversion of the Bond or Conversion all outstanding Series E Preferred Shares. 9.4 Without prejudice to the aforesaid the (g) The Company shall pay any and all issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules other similar taxes that may be payable in respect of any issuance or delivery of Common Shares upon conversion of Series E Preferred Shares pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Shares in a name other stock exchange on than that in which the shares of Series E Preferred Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesso converted were registered.

Procedure for Conversion. 9.1 The 7.1 Subject to Condition 5, the Conversion Rights attaching to the Bonds may, subject as provided herein and in Condition 7herein, be exercised on any Business Day during falling three calendar months following the date of issue of the Bonds until the date 7 days before (and excluding) the Maturity Date by the relevant Bondholder giving written notice (a “Conversion Period by a Bondholder delivering at its own expense Notice”) to the Issuer during normal business hours at the Specified Office a notice Company in the form attached as Annexure III duly completed (a "Conversion Notice") accordance with Condition 15 stating the intention of that the Bondholder to convert all or part (in being an authorised denominationdenomination of his Bond into Shares) of specifying the principal amount of its Bonds the Bond to which such notice relates. Any such Conversion Notice shall be in the form annexed to these Conditions. Once delivered, a Conversion Notice shall be irrevocable and the address in Hong Kong for the delivery of the share certificates of take effect immediately upon the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond CertificateDate. A If a Conversion Notice once delivered is not duly completed or is inaccurate, the Company may reject the same and any intended conversion shall not be treated as taking effect until a duly completed, accurate Conversion Notice is received by the Company. 7.2 The Company shall be irrevocable. 9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted responsible for payment of all taxes and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and Stock Exchange levies and charges (if any) payable arising on any conversion. 7.3 The Shares arising on conversion shall be allotted and issued by the Company, credited as fully paid, to the relevant Bondholder or as it may direct within 10 Business Days after, and with effect from, the date the conversion notice is served by the Bondholder against delivery of the Bond (which the Bondholder is obliged to deliver to the Company following such Conversion), and certificates for the Shares shall be delivered to the Bondholder by ordinary mail, at the risk and expense of, the Bondholder. 7.4 At the same time as it delivers to the Company's principal place of business in Hong Kong specified in respect of the allotment and issue of the Condition 15 a duly executed Conversion Shares. Subject to the aforementionedNotice, the Bondholder shall pay all other charges and taxes arising from or also deliver (i) in respect the case of the conversion execution of the Bond and any profits tax Conversion Notice on behalf of a corporation, the authority of person or persons executing to do so; (or its equivalentii) against which such other evidence as the Bondholder Company may be assessed for any disposal reasonably require if the conversion notice is executed by some other person on behalf of the Bond or Conversion Shares. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.Bondholder;

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed (a "Conversion NoticeDate"). (b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "Delivery Date"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 (a) On any Conversion Date, in accordance with a Conversion Notice, or within a reasonable time thereafter, the Company shall issue certificates for Conversion Shares, on presentation and surrender at the registered office of the Company or any other place designated in the Conversion Notice of the certificate or .. certificates representing such Series D Preferred Shares called for Conversion, in the number equal to the number of Series D Preferred Shares to be converted resulting from the occurrence or achievement of said Milestone multiplied by a fraction, the numerator of which is the then Milestone Redemption Price for 1 Series D Preferred Share, and the denominator of which is the Conversion Price as of the date of such Milestone. The certificates for Conversion Rights mayShares issued by the Company to the Series D Preferred Holder shall be in accordance with the provisions hereof, subject or in such name or names as the Series D Preferred Holder may direct in writing, provided herein that if issued in a name other than the Series D Preferred Holder such Series D Preferred Holder shall pay any applicable transfer taxes. If only part of the Series D Preferred Shares represented by any certificate shall be converted, a new certificate representing the balance of such Series D Preferred Shares shall be issued to the Series D Preferred Holder at the expense of the Company upon presentation and surrender of the first mentioned certificate. (b) The registered holder of the Conversion Shares resulting from a Conversion shall be entitled to rank equally with the registered holders of all other Common Shares in Condition 7, be exercised respect of all dividends payable to the holders of Common Shares who were holders of record at the close of business on any Business Day during date on or after the date of such Conversion or the date of such declaration of such dividend. Subject as aforesaid and subject to the provisions of Article 30.9.1 and 30.9.2 hereof and Section 2.4.3 of the Stock Purchase Agreement, upon Conversion of the Series D Preferred Shares converted pursuant to the achievement of a Milestone, there shall be no further payment or adjustment by the Company on the Conversion Period by a Bondholder delivering at Shares resulting from such Conversion except that the Conversion Shares so resulting shall thereafter participate with all other Common Shares. (c) Upon receipt of the Conversion Notice, the holder of Series D Preferred Shares shall surrender its own expense certificate or certificates for the Series D Preferred Shares to be converted to the Issuer during normal business hours Company at the Specified Office a notice place designated in the form attached as Annexure III duly completed (a "Conversion Notice", and shall thereafter receive certificates for the number of Conversion Shares to which such holder is entitled. On the Conversion Date, all outstanding Series D Preferred Shares to be converted pursuant to the Conversion Notice shall be deemed to have been converted into Conversion Shares, which shall be deemed to be outstanding of record, and all rights with respect to the Series D Preferred Shares so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Shares) stating will terminate, but excluding the intention rights of that Bondholder holders thereof, upon surrender of their certificate or certificates therefore, to convert all or part (in authorised denomination) receive certificates for the number of principal amount Conversion Shares into which such Series D Preferred Shares have been converted, and to receive payment of its Bonds any declared but unpaid dividends thereon. As soon as practicable after the Conversion Date and the address in Hong Kong surrender of the certificate or certificates for Series D Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his written order, a certificate or certificates for the number of full Conversion Shares issuable on such conversion in accordance with the provisions hereof. 8 (d) The Company shall not issue fractional shares upon any Conversion but in lieu thereof the Company shall pay any fractional share amount in cash (based upon the Current Market Price used to calculate such fractional share) at the time of delivery of the share certificates certificate representing the number of Conversion Shares into which the Series D Preferred Shares are converted. (e) All Conversion Shares resulting from any Conversion of Series D Preferred Shares into Conversion Shares (including whole Conversion Shares resulting from the consolidation by the Company of fractions of shares which result from Conversions) shall be fully paid and non-assessable. Nothing herein contained shall effect or restrict the right of the Conversion Company to increase the number of its Common Shares pursuant to Condition 9.2 together in accordance with the original provisions of that Bond Certificate. A Conversion Notice once delivered shall be irrevocablethe Company Act and to issue such shares from time to time. 9.2 Subject to Condition 9.4, (f) The Company shall at all times when the Conversion Series D Preferred Shares shall be allotted outstanding, reserve and issued by the Issuerkeep available out of its authorized but unissued shares, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence purpose of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of effecting the conversion of the Bond and any profits tax (or Series D Preferred Shares, such number of its equivalent) against which duly authorized Common Shares as shall from time to time be sufficient to effect the Bondholder may be assessed for any disposal conversion of the Bond or Conversion all outstanding Series D Preferred Shares. 9.4 Without prejudice to the aforesaid the (g) The Company shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of Conversion Shares is subject upon conversion of Series D Preferred Shares pursuant hereto. The Company shall not, however, be required to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Conversion Shares in a name other stock exchange on than that in which the shares of Series D Preferred Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesso converted were registered.

Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during To exercise the Conversion Period by a Bondholder delivering Right attaching to any Bond, the holder thereof must complete, execute and deliver at its his own expense to the Issuer during normal business hours at the Specified Office specified office of the Company at which the Bond is deposited for conversion a notice of conversion (a “Conversion Notice”) in duplicate in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery time being current) set out in Schedule 3 obtainable from the specified office of the share certificates of the Conversion Shares pursuant to Condition 9.2 Company, together with the original relevant Certificate(s). The name of that the specified office of the Company is set out at the end of the Form of Certificate of Bonds. As conditions precedent to the conversion, the Bondholder must pay to the Company all stamp, issue, registration or similar taxes and duties (if any) arising on conversion in any jurisdiction in which the Bond Certificateis deposited for conversion or payable in any jurisdiction consequent upon the issue or delivery of Common Shares or any other securities, property or cash to or to the order of a person other than the converting Bondholder, other than any taxes or duties payable in Korea by the Company in respect of the issue of Common Shares on conversion. Except as aforesaid, the Company will pay the expenses arising on the issue of Common Shares on conversion of the Bonds and all charges in connection therewith. The date on which any Bond and the Conversion Notice (in duplicate) relating thereto are deposited with the Company or, if later, the date on which all conditions precedent to the conversion thereof are fulfilled is hereinafter referred to as the “Conversion Date” applicable to such Bonds. A Conversion Notice once delivered shall deposited may not be irrevocable. 9.2 Subject to Condition 9.4withdrawn without the consent in writing of the Company. With effect from the Conversion Date, the Company will deem the converting Bondholder to have become the holder of record of the number of Common Shares to be issued to such Holder upon such conversion (disregarding any retroactive adjustment of the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, Price referred to below prior to the time such retroactive adjustment shall have become effective). Thereafter the Company will, subject to any applicable limitations then imposed by Korean laws and regulations, according to the request made in the relevant Bondholder or its nominees Conversion Notice, cause the share transfer agent of the Company as it may in writing direct within five (5) Business Days aftersoon as practicable, and with effect from, in any event within 15 business days after the Conversion Date against delivery Date, either (i) to deliver or cause to be delivered to the order of the original Certificate person named for that purpose in the relevant Conversion Notice at the specified office in Seoul for the Bonds (which time being of the Bondholder is obliged to deliver to share transfer agent of the Issuer following such conversion), and the Issuer shall issue Company a certificate or certificates for the relevant Common Shares registered in the name of the converting Bondholder or, in cases permitted under Korean law, any other person named for that purpose in the relevant Conversion Shares Notice, together with any other securities, property or cash (including, without limitation, cash payable pursuant to which the Bondholder or such person as it may direct shall become entitled in consequence paragraph 4.1 of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from this Condition) required to be delivered upon conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, assignments and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties other documents (if any) as may be required by law to effect the transfer thereof, or (ii) to register Korea Securities Depository (or its successor organization) as holder of the relevant number of Common Shares in the Company’s shareholders’ register and levies cause Korea Securities Depository (or its successor organization) to credit such Common Shares to the deposit account of the custodian designated by the converting Bondholder in the relevant Conversion Notice, together with any other securities, property or cash (including, without limitation, cash payable pursuant to this Condition) required to be delivered upon conversion and charges such assignments and other documents (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder as may be assessed for any disposal of required by law to effect the Bond or Conversion Sharestransfer thereof. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 8.1 The Conversion Rights may, subject as provided herein and in Condition 7herein, be exercised on any Business Day during the Conversion Period by a Bondholder delivering at its own expense to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all one or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours more occasions on any Business Day within the Conversion Period by the Noteholder delivering to the Company in accordance with Condition 13 a duly executed Conversion Notice, together with the relevant Certificate. Once delivered, a Conversion Notice shall be irrevocable and take effect immediately upon the Conversion Date. If a Conversion Notice is not duly completed, the Company may reject the same and any intended conversion shall not be treated as taking effect until a duly completed Conversion Notice is received by the Company. 8.2 Where only portion of the principal amount of the Notes in respect of which a Certificate is issued is to be converted, a new Certificate in respect of that portion of the principal amount of the Notes not so converted will, within five (5) Business Days period referred to above, and (if appropriate) of delivery of the original Bond Certificate with an endorsement on it by a director of to the Issuer for any balance of the Bond not converted shall similarly Company, be made available for collection at the Specified Office within specified office of the same five Company or (5if upon written request by the Noteholder) Business Days periodbe mailed by uninsured mail at the risk of the holder of that portion of the principal amount of the Notes not so converted (but free of charge to the holder) to the address of such holder appearing on the register of Noteholders. 9.3 8.3 Any calculation of the number of Conversion Shares to be issued on conversion of the Notes shall be undertaken by the Company and notified to the Noteholder in accordance with Condition 13. In the event of any dispute between the Company and the Noteholder in respect of such calculation, the Company shall (at its cost) instruct the Calculation Agent to make such calculations. The Issuer calculations in respect of the number of Shares to be issued on conversion of the Notes made by the Calculation Agent shall pay be binding on the Company and the Noteholder. 8.4 The Company shall be solely responsible for payment of all taxes and stamp duty, issue and registration duties (if any) and levies and charges (if any) payable levied in Hong Kong or the Cayman Islands arising on any conversion pursuant to these Conditions. 8.5 The Conversion Shares arising on conversion pursuant to these Conditions shall be allotted and issued by the Company, credited as fully paid, to the Noteholder or as it may direct within three (3) Business Days after the Conversion Date (or such other date as the Company and the Noteholder may mutually agree in respect writing) and the shares certificates to which the Noteholder shall become entitled shall be available for collection from the Company’s address specified in Condition 13. The Company shall within the same period procure registration of the person or persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Conversion Shares in the Company’s share register. The Company undertakes to deliver to the Noteholder a copy of the resolutions of the board of Directors approving such allotment and issue of the Conversion Shares. Subject Shares within ten (10) Business Days from the Conversion Date. 8.6 If the Conversion Date in relation to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the any conversion of the Bond and Notes falls on a date after the record date for any profits tax transfer, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price, but before the relevant adjustment becomes effective under the relevant provisions of Condition 9, then upon the relevant adjustment becoming effective the Company shall procure the issue to the Noteholder (or its equivalent) against which in accordance with the Bondholder may be assessed for any disposal of instructions contained in the Bond or Conversion Shares. 9.4 Without prejudice Notice), subject to the aforesaid the issue these Conditions such additional number of Conversion Shares as, together with the Conversion Shares issued or to be issued on conversion of the Notes, is subject equal to (1) the Listing Rules for so long as number of Conversion Shares which would have been required to be issued on conversion of the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at Notes if the relevant time) adjustment to the Conversion Price had been made and all applicable laws and regulations; (2) (if required under become effective immediately after the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesrelevant record date.