Dated 30 September 2021 AMTD GROUP COMPANY LIMITED and AMTD INTERNATIONAL INC. SHARE REPURCHASE AGREEMENT AMTD INTERNATIONAL INC.

AMTD GROUP COMPANY LIMITED, a company incorporated in British Virgin Islands (registration number 526887) and whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“AMTD Group” or the “Shareholder”);

AMTD INTERNATIONAL INC., a company incorporated in Cayman Islands (registration number 347917) and whose registered office is at Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “Company”);

As at the execution of this Agreement, the Shareholder holds 180,622,673 Class B Ordinary Shares (as defined below) of the Company.

As of the date of this Agreement, the aggregate amount due from the Shareholder to the Company is approximately HK$7,000,000,000. The Parties agree that HK$5,000,000,000 will be settled by AMTD Group by selling the Sale Shares to the Company.

The Shareholder has agreed to sell and the Company has agreed to repurchase the Sale Shares (as defined below) on the terms and subject to the conditions under this Agreement.

Interpretation

Definitions

Statutory References

Singular, Plural, Gender

References to Persons and Companies

a person includes any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and

References to Schedules

References to Documents

References to Information

References to Time

Non-limited Effect of words

Sale and Repurchase of the Sale Shares

On and subject to the terms of this Agreement, the Shareholder shall sell the Sale Shares to the Company.

The Sale Shares shall be sold free from Encumbrances and together with all rights and advantages attaching to them as at Closing.

The Parties hereby acknowledge and confirm that the number of Sale Shares is determined with reference to the closing price of the Class A ordinary shares of the Company listed on the Singapore Exchange as of 30 September 2021, which was SGD12.5 (equivalent to US$9.3) per share.

Consideration

Closing

Closing Date

the Shareholder has obtained necessary approval to enter into the transaction herein; and

the Company has obtained necessary approval to enter into the transaction herein.

The Company’s Closing Obligations

update the register of members of the Company to reflect the ownership of the Company in the Sale Shares (as treasury shares); and;

update its books of account to reflect the settlement of HK$5,000,000,000 due from AMTD Group.

Breach of Closing Obligations

If any Party fails to comply with its respective obligations in this Clause 4 on the Closing Date in any material respect, the Company (in the case of a default by the Shareholder) or the Shareholder (in the case of a default by the Company) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages):

to terminate this Agreement (other than the Surviving Provisions) by notice in writing to the Shareholder or the Company, as the case may be;

by written notice to the other Party to effect Closing so far as practicable having regard to the defaults which have occurred; or

by written notice to the other Party to fix a new date for Closing (being not more than 20 Business Days after the agreed date for Closing), in which case the provisions of this Clause 4 shall apply to Closing as so deferred.

 If this Agreement is terminated in accordance with Clause 4.3.1(a) (and without limiting either Party’s rights and remedies, including the right to claim damages), all obligations of the Parties under this Agreement shall end (except for the Surviving Provisions) but for the avoidance of doubt all rights and liabilities of the Parties which have accrued before termination shall continue to exist. Any amount deducted by the Company on the outstanding balance due from the Shareholder in accordance with Clause 3 shall be reapplied to the outstanding balance within 10 days or as otherwise agreed between the Parties at the time of such termination.

Representations and Warranties

Representations and warranties regarding the Shareholder and the Company

as at the date of this Agreement and immediately before Closing, it is and will be the legal and beneficial owner of the Sale Shares;

the Sale Shares to be sold by it pursuant to this Agreement are fully paid up and the Company has not exercised or purported to exercise or claimed any lien over any of the Sale Shares;

it is duly incorporated, duly organized and validly existing, and where relevant, is in good standing, under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted as at the date of this Agreement;

it has corporate power and authority to enter into and perform this Agreement and any agreement entered into pursuant to the terms of this Agreement, and the provisions of this Agreement and any agreement entered into pursuant to the terms of this Agreement constitute valid and binding obligations of it and are enforceable against it, in accordance with their respective terms;

it has duly authorized, executed and delivered this Agreement and will at Closing have authorized, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement;

Representations and warranties regarding the Company

it is duly incorporated, duly organized and validly existing under the laws of its jurisdiction of incorporation and has full power to conduct its business in the manner presently conducted;

it has legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement;

this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement constitute valid and binding obligations of it in accordance with their respective terms;

it has taken or will have taken by Closing all corporate action required by it to authorize it to enter into and perform this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement;

there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning the Company, and no events have occurred which, under Applicable Law, would justify such proceedings;

as at the date of this Agreement, none of the directors or officers of it, and none of the employees or legal advisers of it involved in the sale and repurchase of the Sale Shares, is aware of any facts, matters or circumstances which could reasonably be expected to give rise to a claim being made against the Shareholder under this Agreement;

each Subsidiary of the Company has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of organization, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Material Adverse Effect. The constitutional documents of each of the Company’s Subsidiaries are in full force and effect except as would not have a Material Adverse Effect. None of the Company’s Subsidiaries is in violation of any of the provisions of its constitutional documents except as would not have a Material Adverse Effect;

Both before and after giving effect to the transactions contemplated by this Agreement, the Company (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due) and (ii) will have adequate capital and liquidity with which to engage in the their businesses as currently conducted. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution, or liquidation of any of the Company and its Subsidiaries and no administrator, receiver, or manager has been appointed in respect thereof. The Company has not commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation, or similar law of any jurisdiction and no such proceedings have been commenced or is anticipated to be commenced against any of the Company.

Each Party shall, prior to Closing, promptly notify the other Party in writing of any matter or event of which it becomes aware which is a breach of or inconsistent with any of the above warranties.

Each of the above warranties shall be separate and independent and shall not be limited by reference to any other Clause or anything in this Agreement.

information relating to the provisions and subject matter of this Agreement;

information relating to the existence of this Agreement and its purpose; and

information relating to the negotiations leading up to this Agreement, including any information relating to or in respect of any negotiations and communications between the Parties in respect of this Agreement after the date of this Agreement.

General

Further Assurance

Time is of Essence

Variation

Costs, Transaction Taxes and Duties

Notices

Any notice, claim, demand, court process, document or other communication in connection with this Agreement (each, a “Notice”) shall be:

in writing in English; and

delivered by hand, fax, registered post or by courier using an internationally recognized courier company.

A notice to the Shareholder shall be sent to the following address, or such other persons or address as the Shareholder may notify to the Company from time to time:

A notice to the Company shall be sent to the following address, or such other persons or address as the Company may notify to the Shareholder from time to time:

Invalidity

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties;

to the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 7.7(a), then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 7.7(a), not be affected.

Third Party Rights

Counterparts

Governing Law and Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with the laws of Cayman Islands.

Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration.

SIGNED by

/s/ ▇▇▇▇ YUI ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

for and on behalf of

AMTD GROUP COMPANY LIMITED

)

)

)

SIGNED by

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

for and on behalf of

AMTD INTERNATIONAL INC.

)

)

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