EXHIBIT 4.23
Dated 30 January 2002
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▇▇ ▇▇▇▇▇▇ GROUP LIMITED
and
THE ASHTON TECHNOLOGY GROUP, INC.
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NOTE INSTRUMENT
constituting HK$23,400,000.00 of convertible bond issued by
▇▇ ▇▇▇▇▇▇ GROUP LIMITED
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CONTENTS
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CLAUSES PAGES
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1. INTERPRETATION..................................................... 1
2. MATURITY........................................................... 3
3. CONDITIONS......................................................... 3
4. STATUS AND TRANSFER................................................ 3
5. CONVERSION......................................................... 4
6. COMPULSORY CONVERSION.............................................. 4
7. PROCEDURE FOR CONVERSION........................................... 5
8. NUMBER OF CONVERSION SHARES ....................................... 5
9. REDEMPTION......................................................... 5
10. LOCK UP............................................................ 5
11. EVENTS OF DEFAULT.................................................. 5
12. REPLACEMENT NOTE................................................... 6
13. REPRESENTATIONS AND WARRANTIES..................................... 7
14. NOTICES............................................................ 9
15. AMENDMENT.......................................................... 9
16. APPOINTMENT OF SERVICE AGENT ...................................... 9
17. GOVERNING LAW AND JURISDICTION .................................... 10
SCHEDULE 1 CONVERSION NOTICE............................................. 11
SCHEDULE 2 REDEMPTION NOTICE............................................. 12
SCHEDULE 3 FORM OF TRANSFER.............................................. 13
SCHEDULE 4 FORM OF NOTE CERTIFICATE ..................................... 14
THIS INSTRUMENT is dated the 30th day of January 2002 PARTIES:
l. ▇▇ ▇▇▇▇▇▇ GROUP LIMITED, a company incorporated in the British Virgin
Islands whose registered address is situated at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands (the
"Company"); and
2. THE ASHTON TECHNOLOGY GROUP, INC., a company incorporated in Delaware,
United States of America and having its principal office at 11 Penn
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇.
("ATG").
INTRODUCTION:
(A) The Group is principally engaged in the development, selling of software
products and services to the financial markets in Hong Kong and Asia
Pacific countries (the "Principal Business").
(B) The Company and ATG had entered into a Sale and Purchase Agreement on
the even date whereas the Company agrees to purchase from and ATG agrees
to sell their KAA Shares in to the Purchaser for a total consideration
of HK$23,400,000.00 ("Agreement").
(C) Pursuant to Clause 2 of the Agreement, the Company has agreed to issue
HK$23,400,000.00 zero-coupon convertible bond on the terms provided for
in this Note in satisfaction of the consideration payable to ATG for the
KAA Shares.
IT IS AGREED THAT:
1. INTERPRETATION
--------------
1.1 In this Note, the words and expressions set out below shall have the
meanings attributed to them below unless the context otherwise requires:
"BUSINESS DAY" a day (excluding Saturday or Sunday) on which
banks in Hong Kong are open for business;
"COMPANY" ▇▇ ▇▇▇▇▇▇ Group Limited, a company incorporated
in the British Virgin Islands or upon Listing
a company incorporated in the Bermuda which is
tentatively known as ▇▇▇▇▇▇ International
Holdings Limited (subject to approval), which
securities are to be listed on the GEM of the
Stock Exchange;
"COMPANIES" members of the Group;
"CONDITIONS" the terms and conditions contained in this Note;
"CONVERSION NOTICE" a conversion notice in the form attached as
Schedule 1;
"CONVERSION PERIOD" the period from the date of approval for listing
on the GEM obtained from the Stock Exchange to
five (5) business days before the Listing of the
Company's shares on the GEM;
"CONVERSION RIGHTS" the rights pursuant to Clause 5 attached to each
Note to convert the principal amount into Shares;
"CONVERSION SHARES" the Shares to be issued by the Company pursuant
to the Conditions, upon conversion of a Note;
"GEM" the Growth Enterprise Market;
"GEM LISTING RULES" the rules governing the listing of securities on
the GEM of the Stock Exchange;
"GROUP" the Company and its Subsidiaries from time to
time;
"HK$" Hong Kong dollars;
"HONG KONG" the Hong Kong Special Administrative Region of
the People's Republic of China;
"IPO PRICE" The offer/placing price of the Shares at the
Listing of the Company on the GEM.
"KAA SHARES" the 47,000,000 fully-paid ordinary shares in
the issued share capital of Kingsway ATG Asia
Limited legally and beneficially owned by ATG;
"LISTING" the listing of the Shares on the GEM of the
Stock Exchange;
"MATURITY DATE" the first anniversary from the date of this Note;
"NOTE" the HK$23,400,000.00 zero-coupon convertible
bond issued pursuant to this Note;
"NOTEHOLDER" any person who is for the time being the holder
of the Note;
"REDEMPTION NOTICE" a redemption notice in the form attached in
Schedule 2;
"SHARES" the ordinary shares of US$0.10 each in the share
capital of the Company existing on the date of
this Note or upon the Listing, ordinary shares
of HK$0.01 each in the share capital of WIHL;
"SHAREHOLDERS" holders of Shares from time to time;
"STOCK EXCHANGE" The Stock Exchange of Hong Kong Limited;
"SUBSIDIARY" the meaning ascribed thereto under section 2
of the Companies Ordinance (Chapter 32 of the
Laws of Hong
Kong) and shall also be construed
according to such section;
"TRANSFER FORM" a transfer form in the form attached as Schedule
3;
"WIHL" ▇▇▇▇▇▇ International Holdings Limited (tentative
name and subject to approval), a company to be
incorporated in Bermuda and to be listed on GEM.
1.2 The expressions "Company" and "Noteholder" shall where the context
permits include their respective successors and permitted assigns and
any persons deriving title under them.
1.3 In this Note, unless the context requires otherwise, words importing the
singular include the plural and vice versa and words importing gender or
the neuter include both genders and the neuter. References to this Note
shall be construed as references to this Note as amended or supplemented
from time to time. Headings are inserted for reference only and shall be
ignored in construing this Note.
2. MATURITY
--------
Subject as provided herein, the outstanding principal amount of the Note
together with such additional amounts as may be payable under the
Conditions shall, unless previously converted into Shares be discharged
subject to and in accordance with the terms of the Note on the Maturity
Date. The Note may not be repaid or otherwise redeemed otherwise than in
accordance with these Conditions.
3. CONDITIONS
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3.1 This Note shall be conditional upon (i) all necessary consents,
authorisations and approvals of and all necessary registrations and
filings with any governmental or regulatory agency or body (if any)
required for and in connection with this Note and the performance of the
terms hereof have been obtained or made and (ii) the approval of the
execution of the Note by the directors of the Company.
3.2 If the Condition set out in Clause 3.1 has not been fulfilled on or
before March 15, 2002 (or such later date as the parties hereto may
agree) then all rights and obligations of the parties hereunder shall
cease and determine, save and except pursuant to this Clause, Clauses
12, 14 and 15 which provisions shall remain in full force and effect,
and neither party shall have any claim against the others save for
claims (if any) in respect of such continuing provisions or any
antecedent breach hereof.
4. 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.
5. CONVERSION
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5.1 Subject to Clause 6, the Noteholder shall have the right, exercisable in
the manner provided in Clause 7.1, to convert the whole of the
outstanding principal amount of the Note held by the Noteholder into
such number of Shares as will be determined in accordance with Clause
8.1.
5.2 No fraction of a Share shall be issued on conversion and in lieu
thereof.
5.3 Shares issued upon conversion shall rank pari passu in all respects with
all other existing Shares outstanding at the Conversion Date and all
Conversion Shares shall include rights to participate in all dividends
and other distributions the record date of which falls on or after the
Conversion Date.
5.4 The Note which is converted in accordance with these Conditions will
forthwith be cancelled and may not be reissued.
5.5 For the avoidance of doubt, no further moneys shall, in respect of a
particular conversion of the Note, be payable by a Noteholder on
exercise of its Conversion Rights and on issue of the Conversion Shares.
6. COMPLUSORY CONVERSION
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6.1 In case the Noteholder did not exercise their Conversion Rights after
the expiry of the Conversion Period, the Company may, in writing,
require the Noteholder to convert the whole of their Note into the
Shares of the Company immediately before the Listing of the Shares of
the Company on the GEM.
6.2 If the Noteholder fails or refuses to convert the whole of the
outstanding principal amount of the Note held by the Noteholder into
such number of Shares as will be determined in accordance with Clause
8.1 as required under Clause 6.1, the Company shall have the absolute
right to cancel the whole of the outstanding principal amount of the
Note by allotting and issuing such number of Shares as will be
determined in accordance with Clause 8.1.
7. PROCEDURE FOR CONVERSION
------------------------
7.1 The Conversion Rights pursuant to Clause 5.1 may, subject as provided
herein, be exercised on any business day falling within the Conversion
Period by the Noteholder ("Conversion Date"), together with the
certificate for the Note being converted. The Noteholder shall send a
copy of the Conversion Notice to the Company by facsimile and dispatch
the original Conversion Notice to the Company by courier on the
Conversion Date. Once delivered, a Conversion Notice shall be
irrevocable and take effect immediately upon the Conversion Date. If a
Conversion Notice 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 and accurate Conversion Notice is
received by the Company.
7.2 The Shares arising on conversion shall be allotted and issued by the
Company, credited as fully paid, to the Noteholder or as it may direct
within five (5) Business Days after, but with effect from, the
Conversion Date and certificates for the Shares to which the Noteholder
shall become entitled in consequence of such conversion shall be
available for collection from the Company's address specified in Clause
14.
8. NUMBER OF CONVERSION SHARES
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8.1 The number of Conversion Shares to be allotted and issued by the Company
to the Noteholder upon Conversion shall equal to the total principal
amount of the Note divided by the IPO Price.
9. REDEMPTION
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9.1 If the Shares are not listed on the Stock Exchange on or before the
Maturity Date or any of the events specified in Clause 11.1 occurs, the
Noteholder shall have the right at any time thereafter to demand for the
redemption of the Note by writing to the Company and surrender the
original Note Certificate to the Company.
9.2 Upon receipt of the demand for redemption pursuant to Clause 9.1, the
Company shall return the KAA Shares to the Noteholder. The return of the
KAA Shares to the Noteholder is a complete and absolute discharge of all
the obligations fall on the Company under this Note and liabilities due
to the Noteholder.
10. LOCKUP
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10.1 Subject to the Listing having occurred, upon issue of the Conversion
Shares by the Company to the Noteholder, the Noteholder agrees and
undertakes (the "Lock Up") not to sell, dispose or create any liens,
charges, pledges, options, contracts, pre-emption rights, third party
rights and requisite encumbrances of whatsoever nature (except for those
which are permitted under the GEM Listing Rules) for a period of 18
months from the date of issue of the Conversion Shares unless the
Company and the Noteholder otherwise agree in writing.
11. EVENTS OF DEFAULT
-----------------
11.1 Before the Listing of the Shares on GEM, if any of the events ("Events
of Default") specified below occurs, the Noteholder may exercise its
rights pursuant to Clause 9. The relevant Events of Default are:
(a) a resolution is passed or an order of a court of competent
jurisdiction is made that any of the Companies be wound up or
dissolved otherwise than for the purposes of or pursuant to and
followed by a consolidation, amalgamation, merger or
reconstruction;
(b) an encumbrancer takes possession or a receiver is appointed over
the whole or a material part of the assets or undertaking of any
of the Companies and such possession or appointment is not
terminated within sixty (60) days after written request by the
Noteholder;
(c) a distress, execution or seizure order before judgment is levied
or enforced upon or sued out against the whole or a material
part of the property of any of the Companies and is not
discharged within sixty (60) days thereof;
(d) proceedings shall have been initiated against any of the
Companies under any applicable bankruptcy, reorganisation or
insolvency law and such proceedings shall not have been
discharged or stayed within a period of sixty (60) days;
(e) any of the Companies defaults in performance or observance or
compliance with any of its obligations set out herein which
default is incapable of remedy or, if capable of remedy, is not
remedied within seven (7) days after notice of such default
shall have been given to such company by such Noteholder;
(f) (i) any borrowings of the Companies from any bank, financial
institution or any other party whatsoever are not paid when due,
or as the case may be, within any applicable grace period; or
(ii) any of the Companies fails to pay when due or expressed
to be due any amounts payable or expressed to be payable
by it under any present or future guarantee for any
moneys borrowed from or raised through any bank,
financial institution or any other party whatsoever;
(g) any of the Companies becomes insolvent or is unable to pay its
debts as they mature or applies for or consents to or suffers
the appointment of any administrator, liquidator or receiver of
any of the Companies or the whole or any material part of the
undertaking, property, assets or revenues of any of the
Companies;
(h) a moratorium is agreed or declared in respect of any
indebtedness of any of the Companies or any governmental
authority or agency condemns, seizes, compulsorily purchases or
expropriates all or any material part of the assets of any of
the Companies;
(i) any event occurs which has an analogous effect to any of the
events referred to in paragraphs (a) to (h) above.
11.2 The Company shall forthwith on becoming aware of any such Event of
Default give notice in writing thereof to the Noteholder.
12. REPLACEMENT NOTE
----------------
12.1 If this certificate for the Note is lost or mutilated the Noteholder
shall forthwith notify the Company and a replacement certificate for the
Note shall be issued if the Noteholder provides the Company with:
(a) the mutilated certificate for the Note;
(b) a declaration by the Noteholder or its officer that the Note had
been lost or mutilated (as the case may be) or other evidence
that the certificate for the Note had been lost or mutilated;
and
(c) an appropriate indemnity in such form and content as the Company
may reasonably require. Any certificate for the Note replaced in
accordance with this Clause shall forthwith be cancelled. All
reasonable administrative costs and expenses associated with the
preparation, issue and delivery of a replacement certificate for
the Note shall be borne by the Noteholder.
13. REPRESENTATIONS AND WARRANTIES
------------------------------
13.1 The information relating to the Companies contained in this Note is
true, accurate and complete in all material respects and is not
misleading in any respect for any reason whatsoever.
13.2 The books and records of each of the Companies have been brought
up-to-date and are in compliance with all the requirements of the laws
of the country of its incorporation and in accordance with any powers or
directions issued thereunder by the authorities of the country of its
incorporation, and all returns, particulars, resolutions or other
documents required to be delivered by it to the relevant authorities of
the country of incorporation have been duly delivered, filed or
registered in proper form and compliance has otherwise been made in all
materials respects with all legal and procedural requirements and other
formalities in connection with it, its directors, other officers and its
employees.
13.3 All resolutions passed whether by the directors or members of each of
the Companies have been duly and accurately recorded in the respective
minute books thereof and there are no resolutions whatsoever which have
not been so recorded.
13.4 There has been no breach by any of the Companies or any of their
respective officers and directors (in his capacity as such) of any
legislation or regulation affecting it or its business.
13.5 All title deeds relating to the assets of each of the Companies, and an
executed copy of all agreements to which any of the Companies is a
party, and the original copies of all other documents which are owned by
or which ought to be in the possession of any of the Companies are in
its possession.
13.6 No one is entitled to receive from any of the Companies any fee,
brokerage or other commission in connection with the transactions
contemplated or done pursuant to this Note.
13.7 Except with the sole purpose of obtaining the approval for Listing,
there are not pending, or in existence, any investigations or enquiries
by, or on behalf of, any government or other body in respect of the
affairs of any of the Companies.
13.8 Each of the Companies has not repaid or agreed to repay nor redeemed nor
agreed to redeem its share capital, nor capitalization nor agreed to
capitalize in the form of redeemable equity interests or shares or
debentures, any profits or reserves of any class or description.
13.9 Each of the Companies has not entered into any mortgage, charge, pledge,
lien or other form of security, equity, encumbrance on, over or
affecting the whole or any part of its undertaking, property or assets
or any agreement, arrangement or commitment to give or create any of the
foregoing except for the purpose of securing banking facilities used by
it negotiated on an arm's length basis and on normal commercial terms.
13.10 Having regard to existing bank and other facilities, the Companies have
sufficient working capital for the purposes of continuing to carry on
its/their business(es) in its or their present form and at its/their
present level of turnover for a period of 12 months after the date of
this Note and for the purposes of executing, carrying out and
fulfilling, in accordance with their terms, all orders, projects and
contractual obligations which are binding upon each of the Companies and
remain outstanding thereafter.
13.11 None of the Companies is engaged in any litigation, enforcement or
attachment proceedings or arbitration or other legal proceedings as
plaintiff of defendant before any court or tribunal in Hong Kong or
elsewhere; there are no proceedings pending or threatened either by or
against any of the Companies; and there are no circumstances which are
likely to give rise to any such litigation, arbitration or other
proceedings.
13.12 None of the Companies and their respective officers, agents or employees
(during the course of their duties) has committed or omitted to do any
act or thing the commission or omission of which is or could be in
contravention of any ordinance, act, order, legislation, decree, law,
regulation or the like in Hong Kong or elsewhere giving rise to any
fine, penalty, default proceedings or other liability on the part of any
of the Companies.
13.13 Each of the Companies has obtained all necessary licences and consents
from any person, authority or body in any part of the world for the
proper carrying on of its business and all the licences and consents are
valid and subsisting and the Companies are not aware of any
circumstances which will lead to a revocation of such licences and
consents.
13.14 Each of the Companies owns absolutely and had good and marketable title
to, all the assets (other than those disposed of in its ordinary course
of business).
13.15 The terms of all leases, tenancies, licenses, concessions, management or
other agreements to which any of the Companies is a party have been duly
complied with in all respects by all the parties thereto.
13.16 No such lease, tenancy. license, concession or agreement will become
subject to avoidance, revocation or be otherwise affected solely upon or
in consequence of the entering into or implementation of this Note, or
any matter contemplated by this Note.
13.17 The Company has full power to enter into and perform its obligation
under this Note and has complied with all statutory or other
requirements relative thereto and has obtained all necessary
governmental or other consents and authorizations.
13.18 Each of the Companies is a company duly incorporated and validly
existing under the laws of the place of its incorporation and has power
to own, lease and operate all of its property and to carry on its
business as it is now being conducted.
13.19 All issued shares in each of the Companies are duly authorized, validly
issued and fully paid and none of such shares has been issued in
violation of the pre-emptive rights or any shareholders of such company
or the terms of any agreement by which such company or its shareholders
were or are bound.
14. NOTICES
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14.1 Subject to Clause 8.1, any notice required to be given under this Note
shall be deemed duly served if served by hand delivery or by facsimile
transmission to the addresses provided below. Any such notice shall be
deemed to be served at the time when left at the address of the party to
be served or, if served by facsimile transmission, when sent. In proving
service it shall be sufficient, in the case of service by facsimile
transmission, to prove that the transmission was confirmed as sent by
the originating machine. To Noteholder - to its address as recorded in
the register of Note to be maintained by the Company. To the Company:
Address: ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Fax: (▇▇▇) ▇▇▇▇ ▇▇▇▇ Attn: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇
15. AMENDMENT
---------
The terms and conditions of this Note may be amended by agreement in
writing between the Company and the Noteholder. Save as may be required
by law or regulatory or other authority to keep confidential and not
reveal to any person, firm or company (other than persons within the
Group who need to know and professional advisers) the existence or the
terms of this Note, or the transactions contemplated under this Note.
16. APPOINTMENT OF SERVICE AGENT
----------------------------
16.1 The Company hereby irrevocably appoints ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ (the "Company
Agent") of ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
as its agent to receive and acknowledge on its behalf service of any
writ, summons, order, judgment or other notice of legal process in Hong
Kong. Such service shall be made to the attention of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇.
The Company agrees that any such legal process shall be sufficiently
served on it if delivered to the Company Agent for service as its
address for the time being in Hong Kong. In the event that the Company
Agent cannot continue to act as such agent for the Company for any
reason the Company shall forthwith appoint another agent in Hong Kong
for the same purposes and notify such appointment
to the other parties to this Agreement. Until such time as the Company
has so appointed a new agent and notified to the other parties to this
Agreement accordingly, the other parties to this Agreement shall be
entitled to serve on the Company any writ, summons, order, judgment or
other notice of legal process in Hong Kong on the Company's agent then
on record.
16.2 The Noteholder hereby irrevocably appoints Hardy Chan (the "Noteholder
Agent") of Kingsway ATG Asia Ltd. as its agent to receive and
acknowledge on its behalf service of any writ, summons, order, judgment
or other notice of legal process in Hong Kong. Such service shall be
made to the attention of Hardy Chan. The Noteholder agrees that any such
legal process shall be sufficiently served on it if delivered to the
Noteholder Agent for service as its address for the time being in Hong
Kong. In the event that the Noteholder Agent cannot continue to act as
such agent for the Noteholder for any reason the Noteholder shall
forthwith appoint another agent in Hong Kong for the same purposes and
notify such appointment to the other parties to this Agreement. Until
such time as the Noteholder has so appointed a new agent and notified to
the other parties to this Agreement accordingly, the other parties to
this Agreement shall be entitled to serve on the Noteholder any writ,
summons, order, judgment or other notice of legal process in Hong Kong
on the Noteholder's agent then on record.
17. GOVERNING LAW AND JURISDICTION
17.1 This Note is governed by and shall be construed in accordance with Hong
Kong law and the parties submit to the jurisdiction of the Hong Kong
Courts.
SIGNED, SEALED and DELIVERED by )
)
For and on behalf of )
▇▇ ▇▇▇▇▇▇ GROUP LIMITED )
In the presence of )
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇▇▇
SIGNED, SEALED and DELIVERED by )
)
For and on behalf of )
THE ASHTON TECHNOLOGY GROUP, INC.)
In the presence of )
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SCHEDULE 1
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CONVERSION NOTICE
-----------------
The undersigned hereby irrevocably requires the Company to convert all of the
Note specified below into Shares in accordance with the Conditions and the terms
below.
Principal amount of the Note: HK$23,400,000.00
Applicable Conversion Price:
(to be confirmed by the Company in accordance with the
Conditions)
Name in which Shares to be registered:
Address of registered shareholder:
Signature of Noteholder:
Name of Noteholder:
Address of Noteholder:
Delivery Instructions: Name:
Address:
Note: The Conversion Date shall be any day during the term of this Note, in
any event before two (2) business days of the date of Listing.
Defined terms used in this Notice have the same meaning as given to them
in the Instrument issued by the Company dated 30 January 2002.
SCHEDULE 2
----------
REDEMPTION NOTICE
-----------------
The undersigned hereby irrevocably requires the Company to redeem all of the
Note specified below in accordance with the Conditions and the terms below.
Principal amount of the Note: HK$23,400,000.00
Principal Amount of Note to be Redeemed: HK$23,400,000.00
---------------------------
Signature of Noteholder:
Name:
Title:
Name of Noteholder:
Address of Noteholder:
Note: Defined terms used in this Notice have the same meaning as given to them
in the Instrument issued by the Company dated 30 January 2002.
SCHEDULE 3
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FORM OF TRANSFER
----------------
FOR VALUE RECEIVED the undersigned hereby transfers to
--------------------------------------------------------------------------------
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(PLEASE PRINT OR TYPE NAME AND ADDRESS OF TRANSFEREE)
HK$23,400,000.00 principal amount of the Note in respect of which this
Certificate is issued, and all rights in respect thereof and irrevocably request
the Company to transfer the aforesaid principal amount of the Note on the
Company's books maintained in respect thereof.
Confirmed by:
--------------------------------- ---------------------------------
Transferor's authorised signature Transferee's authorised signature
Name: Name:
Title Title
Note:
1. A representative of the Noteholder should state the capacity in which he
signs (e.g. executor)
2. The signature of the person effecting a transfer shall conform to any list
of duly authorised specimen signatories supplied by the registered holder
or be certified by a recognised bank, notary public or in such other manner
as the Company may require.
3. In the case of joint holders, all joint holders must sign this transfer
form.
4. The signatory to this transfer must correspond to the name as it appears on
the face of the attached Note.
SCHEDULE 4
FORM OF BOND CERTIFICATE
▇▇ ▇▇▇▇▇▇ GROUP LIMITED
(Incorporated in the British Virgin Islands with limited liability)
HK$23,400,000.00 CONVERTIBLE BOND
THIS IS TO CERTIFY that the Company will return to The Ashton Technology Group,
Inc. of 11 Penn Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇.▇.▇. being the holder (the "Noteholder") of this Note, on the Maturity Date,
the 47,000,000 fully paid ordinary shares in Kingsway ATG Asia Limited in
accordance with the Conditions (as defined in the instrument). This Note is
issued with the benefit of and subject to the Conditions which are binding on
the Company and the Noteholder.
GIVEN under the Seal of the Company on 30 January 2002.
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Director
Note: This Note cannot be transferred to bearer on delivery and is transferable
only to the extent permitted by Condition 4 as set out in the Instrument.
This Note must be delivered to the Secretary of the Company for
cancellation and reissue of an appropriate certificate in the event of
any such transfer.