STATUS AND TRANSFER Clause Samples

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange (and any other stock exchange on which the Shares may be listed at the relevant time) or their rules and regulations; (b) the approval for listing in respect of the Conversion Shares; and (c) all applicable laws and regulations, the Note may (subject further to Condition 2.4) be transferred to any Affiliate of the Noteholder. 2.3 Any assignment or transfer of the Note shall be of the whole or any part of the outstanding principal amount of the Note in whole multiples of HK$1,000,000 and the Issuer shall use all reasonable endeavours to facilitate any such assignment or transfer of the Note, including making any necessary applications to the Stock Exchange for approval. 2.4 Notwithstanding any other provisions of this Condition 2, without the prior written approval of the Issuer (which may be granted or withheld at the absolute discretion of the Issuer and subject to such reasonable conditions as the Issuer sees fit) and (if required) the Stock Exchange, the Note or any part thereof shall 158 not be transferred to any company or any other person which is a connected person (as defined in the Listing Rules) of the Issuer other than to an Affiliate of the Vendor. 2.5 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer ("Transfer Form") which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, "transferor" shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporat...

STATUS AND TRANSFER. (a) The obligations of the Issuer arising under the Note constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsecured and unsubordinated obligations of the Issuer. No application will be made for a listing of the Note on the Stock Exchange or any stock or securities exchange. (b) The Note may be freely assigned and transferred PROVIDED THAT no assignment or transfer shall be made to a connected person (within the meaning ascribed thereto in the Listing Rules) of the Issuer without the prior approval of the Issuer and PROVIDED FURTHER THAT the principal amount to be assigned or transferred is at least HK$[1,000,000] and in integral multiples of HK$[1,000,000] unless the amount of the outstanding Note is less than HK$[1,000,000] in which case the whole (but not part only) of that amount may be assigned and transferred. (c) Subject to the foregoing provisions in Condition 2(b), the Note may be transferred or assigned in its entirety or in part at any time before the Maturity Date by delivering to the company secretary of the Issuer directly, duly completed form of transfer substantially in the form annexed to this Certificate as Appendix B to these Conditions (“Transfer Form”). The Issuer shall within five (5) Business Days after the duly completed Transfer Form, accompanied by this Certificate for the Note, has been received by the Issuer in accordance with this Condition, register the transfer of the Note, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note. Any reasonable costs and expenses properly incurred by the Issuer in connection with any assignment or transfer of the Note shall be borne by the Noteholder. (d) The Issuer shall cause to be kept at its registered office in Bermuda (or other office outside Hong Kong notified to the Noteholder) a full and complete register of Noteholders and of any conversions, cancellation and destruction and of all replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes (the “Register”) on which the name and address of the Noteholders and the particulars of the Note and all transfer(s) of the Note shall be entered. No transfer of title to the Note will ...

STATUS AND TRANSFER. (a) The obligations of the Company arising under the Bond constitute general, secured obligations of the Company, and will rank senior, in respect of right of receipt of interest and repayment of principal, to the Company’s preferred Shares. (b) The Bond is not transferable except with the prior written approval of the Company. Subject to the foregoing, the Bond may be assigned or transferred in multiple(s) of US$10,000,000. (c) Subject to above 2(b), the Bond may be transferred by execution of a form of transfer (the “Transfer Form”) as set out in Exhibit A hereto, which is in a form designated by the Company under the hand of the transferor and the transferee (or their duly authorized representatives) or, where either the transferor or transferee is a corporation, under its common seal (if any) and under the hand of one of its officers duly authorized in writing or otherwise executed by a duly authorized officer

STATUS AND TRANSFER. 3 5. CONVERSION......................................................... 4 6.

STATUS AND TRANSFER. 2.01 The obligations of the Issuer arising under these Notes constitute general, unsecured obligations of the Issuer and will rank equally among themselves, pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Notes on any stock exchange. 2.02 Subject to all applicable laws and regulations, the Notes may not be transferred or assigned, either in part or in whole, without the prior written consent of the Issuer (which consent shall however not be unreasonably withheld) unless the transfer satisfies the following condition:- (a) At any time before the Maturity Date if the Notes are transferred to any other company under the same ultimate control as the Notes holder with the beneficial ownership of the Notes being transferred to a company under the same ultimate control as the beneficial owner of the Notes before the relevant transfer, or any successor organization created by any group reorganization. 2.03 For the purpose of this Condition 2, any change in:- (a) the beneficial ownership of the Notes (whether or not the registered holder of the Notes are changed); or (b) the ultimate control of the Notes holder shall be regarded as a transfer of the Notes, and the Notes holder shall procure that the conditions, requirements and other provisions regarding transfer under this Condition 2 shall be followed and complied with by the beneficial owner of the Notes and by its ultimate beneficial shareholder accordingly.

STATUS AND TRANSFER. (a) The obligations of the Company arising under the Notes constitute general, direct, unsubordinated and secured obligations of the Company and rank, and will rank, equally among themselves and senior with all other present and future obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Notes. (b) A Note may be assigned or transferred by the Noteholder, subject to the provisions set forth in sections 3.2 and 3.5 of the Investors’ Rights Agreement. A Note to be transferred pursuant to this Condition 3(b) shall be accompanied by a deed of adherence in the form of Annex A to these Conditions, each duly executed by the Noteholder and the transferee or their respective duly authorized attorney. (c) A Note may be assigned by the Company to the Listco for the purpose of achieving the Listing without consent of the Noteholder. (d) The Company shall maintain and keep a full and complete register of the Notes at such location in Hong Kong as it shall from time to time determine and the Noteholders from time to time and recording any conversion and/or cancellation of the Notes and the destruction of any replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes and of sufficient identification details of the Noteholders from time to time holding the Notes. The Company shall further procure that such registered information shall be made available to any Noteholder at all reasonable times.

STATUS AND TRANSFER. 2.1 The obligations of the Company arising under the Convertible Bond constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Company and rank, and shall rank equally among themselves and pari passu and rateably without any preference among themselves, and with all other present and future, unsecured and unsubordinated obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. The Convertible Bond is issued subject to the terms of the Conditions and in registered form. The Certificate as referred to in the Schedule hereto shall be issued to the Bondholder. No application will be made for a listing of the Convertible Bonds on any stock exchange. 2.2 The Bondholder shall (except as otherwise required by law) be treated as absolute owner of the Convertible Bond for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Bondholder. 2.3 The Convertible Bond or any part(s) thereof may be assigned or transferred to any third party, subject only to compliance of Conditions 2.4 and 2.5 and further subject to the conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange or their rules and regulations; and (b) all applicable laws and regulations, provided that the Convertible Bond (or any part thereof) shall not be assigned or transferred to a connected person of the Company without prior written consent of the Company. 2.4 Any assignment or transfer of the Convertible Bond shall be in respect of the whole or any part (in the minimum amount of HK$1,000,000 or whole multiple thereof) of its outstanding principal amount. Title to the Convertible Bond passes only on registration on the Register (as defined below) and only the registered holder is entitled to payment on the Convertible Bond in respect of which the Certificate is issued. The Company shall use all reasonable endeavours to facilitate any such assignment or transfer of the Convertible Bond, including making any necessary applications to the Stock Exchange for approval, if required. The Company will cause to be kept by the Registrar a register on which shall be entered the names and addresses of the holders of all the Convertible Bonds and the particulars of the Convertible Bonds held by them a...

STATUS AND TRANSFER. 4.1 The obligations of the Company arising under the Note constitute general, unsecured obligations of the Company and rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note. 4.2 The Note is transferable in whole and not in part to any wholly-owned Subsidiaries of the Noteholder subject to prior notification to the Company but not to any third parties. 4.3 Any assignment or transfer of the Note shall be in respect of the whole and not in part of the outstanding principal amount of the Note. Title to the Note passes only upon the cancellation of the existing certificate and the issue of a new certificate in accordance with Clause 4.4. The Noteholder will (except as otherwise required by law) be treated as the absolute owner of the Note for all purposes (whether or not overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the certificates issued in respect of them) and no person will be liable for so treating the Noteholder. 4.4 A Note may be transferred by delivery to the Company of a duly executed Transfer Form together with the certificate for the Note being transferred. The Company shall, within five (5) Business Days of receipt of such documents from the Noteholder, cancel the existing Note, issue a new Note and certificate in respect thereof under the seal of the Company in favour of the transferee or assignee as applicable. 4.5 Any legal and other costs and expenses which may be incurred by the Company in connection with any transfer or assignment of the Note or any request thereof shall be borne by the transferor.

STATUS AND TRANSFER