Common use of Authorization and Issuance of Securities Clause in Contracts

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 (the “Initial Notes”) (ii) the grant by the Company to the Purchaser of the option to purchase up to US$10,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 (the “Option Notes,” and together with the Initial Notes, the “Notes”) and (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares of the Company’s common stock, par value $.0001 (the “Common Stock”) pursuant to the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 3, issue and sell to Abax Lotus Ltd. (“Abax”, the “Purchaser”) and the Purchaser will purchase from the Company, Notes in the principal amount specified opposite each Purchaser’s name in Schedule I, and the Company will issue to the Purchaser such number of Warrants specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. Subject to the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) and may be exercised in whole or in part from time to time on one or more occasions at the discretion of the Purchaser. Any such time and date of delivery of the Option Notes shall be determined by the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below). (c) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among the Company and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company and Deutsche Bank AG, Hong Kong Branch, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below).

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 800 Units (the “Initial NotesUnits”) (ii) the grant by the Company to the Purchaser each consisting of the option to purchase up to a US$10,000,000 in 100,000 principal amount of its 5.0% Guaranteed Senior Notes Floating Rate Note due 2014 2010 (the “Option Notes,” and together with the Initial Notes, the “Notes”) and one warrant (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares a certain number of the Company’s common stockordinary shares, par value $.0001 US$ 0.125 per share (the “Common StockOrdinary Shares”) pursuant to ), as calculated in the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 33 hereof, issue and sell to Abax Lotus Ltd. Indopark Holdings Limited (“Abax”, the “Purchaser”) ), and the Purchaser will purchase from the Company, the Units consisting of Notes in the principal amount specified opposite each Purchaser’s name in Schedule Iamount, and the Company will issue to the Purchaser such number of Warrants Warrants, specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. Subject to the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) and may be exercised in whole or in part from time to time on one or more occasions I at the discretion purchase price of 100% of the Purchaser. Any such time and date of delivery principal amount of the Option Notes shall be determined by (the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below“Purchase Price”). (c) Contemporaneously with entering into this Agreement, the Company is entering into separate Securities Purchase Agreements (the “Other Agreements”) substantially similar to this Agreement with each of the other purchasers named in Schedule I (the “Other Purchasers”), providing for the sale at the “Closing Date” (as set forth in the Other Agreements) to each of the Other Purchasers of the Units specified opposite its name in Schedule I. Each of this Agreement and the Other Agreements is a separate agreement and the sale and issuance of the Securities (as defined below) is a separate sale and issuance. The Purchaser’s obligation hereunder and the obligations of each Other Purchaser under each Other Agreement are several and not joint obligations and the Purchaser shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. (d) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among between the Company Company, and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to will be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company and Deutsche Bank AG, Hong Kong Branch, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below).agreement

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 (the “Initial Notes”) (ii) the grant by the Company to the Purchaser of the option to purchase up to US$10,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 (the “Option Notes,” and together with the Initial Notes, the “Notes”) and (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares of the Company’s common stock, par value $.0001 (the “Common Stock”) pursuant to the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 3, issue and sell to Abax Lotus Ltd. (“Abax”, the “Purchaser”) and the Purchaser will purchase from the Company, Notes in the principal amount specified opposite each Purchaser’s name in Schedule I, and the Company will issue to the Purchaser such number of Warrants specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. Subject to the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter definedthe “Expiration Date”) and may be exercised in whole or in part from time to time on one or more occasions prior to the Expiration Date at the discretion of the Purchaser. Any such time and date of delivery of the Option Notes shall be determined by the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below). (c) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among the Company and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company and Deutsche Bank AG, Hong Kong Branch, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below).

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of either: (a) (x) up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 750 Units (the “Initial NotesUnits”) (ii) the grant by the Company to the Purchaser each consisting of the option to purchase up to a US$10,000,000 in 100,000 principal amount of its 5.0% Guaranteed Senior Notes Floating Rate Note due 2014 2010 (the a “Option Notes,” and together with the Initial Notes, the “NotesHY Note”) and one warrant (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares a certain number of the Company’s common stockshares, par value $.0001 US$ 0.0001 (the “Common StockShares”) pursuant to ), as calculated in the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of and (iy) US$40,000,000 and (ii) the actual 25,000,000.00 aggregate principal amount of its 2% Convertible Subordinated Notes issued on due 2012 with principal amount of US$100,000 each (the date which is 30 calendar days following “Convertible Notes”, and together with the Closing Date.HY Notes, the “Notes”), convertible into Common Shares at an initial conversion rate of 38,388.48 Common Shares per US$100,000 Note; or (b) up to 1,000 Units. Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 33 hereof, issue and sell to Abax Lotus Ltd. Xxxxxxx Xxxxx International (“Abax”, the “Purchaser”) and the Purchaser will purchase from the Company, either (i) 250 Units at the purchase price of $24,812,500.00, or (ii) US$25,000,000.00 aggregate principal amount of Convertible Notes at the purchase price of $25,000,000.00 (with the actual purchase price actually paid referred to as the “Purchase Price”). In furtherance of the foregoing, no later than two (2) Business Days prior to the Closing, Purchaser will notify the Company in writing of its intention to purchase either the Units or the Convertible Notes, and thereafter, Schedule I hereto shall be revised to reflect the actual number of Units or Convertible Notes, as the case may be, to be purchased at the Closing. Contemporaneously with entering into this Agreement, the Company is entering into separate Securities Purchase Agreements (the “Other Agreements”) substantially similar to this Agreement with each of the other purchasers named in Schedule I (the “Other Purchasers”), providing for (i) the sale at the “Closing Date” (as set forth in the principal amount Other Agreements) to each of the Other Purchasers of the Units specified opposite each Purchaser’s name in Schedule I, and the Company will issue to the Purchaser such number of Warrants specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's its name in Schedule I. Subject to The Purchaser’s obligation hereunder and the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) and may be exercised in whole or in part from time to time on one or more occasions at the discretion obligations of the Purchaser. Any such time Other Purchasers under the Other Agreements are several and date of delivery of the Option Notes shall be determined by the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below). (c) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among the Company and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company and Deutsche Bank AG, Hong Kong Branch, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) joint obligations and the Guarantees (as defined below)Purchaser shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 800 Units (the “Initial NotesUnits”) (ii) the grant by the Company to the Purchaser each consisting of the option to purchase up to a US$10,000,000 in 100,000 principal amount of its 5.0% Guaranteed Senior Notes Floating Rate Note due 2014 2010 (the “Option Notes,” and together with the Initial Notes, the “Notes”) and one warrant (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares a certain number of the Company’s common stockordinary shares, par value $.0001 US$ 0.125 per share (the “Common StockOrdinary Shares”) pursuant to ), as calculated in the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 33 hereof, issue and sell to Abax Lotus Ltd. Deutsche Bank AG, London Branch (“Abax”, the “Purchaser”) ), and the Purchaser will purchase from the Company, the Units consisting of Notes in the principal amount specified opposite each Purchaser’s name in Schedule Iamount, and the Company will issue to the Purchaser such number of Warrants Warrants, specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. Subject to the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) and may be exercised in whole or in part from time to time on one or more occasions I at the discretion purchase price of 100% of the Purchaser. Any such time and date of delivery principal amount of the Option Notes shall be determined by (the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below“Purchase Price”). (c) Contemporaneously with entering into this Agreement, the Company is entering into separate Securities Purchase Agreements (the “Other Agreements”) substantially similar to this Agreement with each of the other purchasers named in Schedule I (the “Other Purchasers”), providing for the sale at the “Closing Date” (as set forth in the Other Agreements) to each of the Other Purchasers of the Units specified opposite its name in Schedule I. Each of this Agreement and the Other Agreements is a separate agreement and the sale and issuance of the Securities (as defined below) is a separate sale and issuance. The Purchaser’s obligation hereunder and the obligations of each Other Purchaser under each Other Agreement are several and not joint obligations and the Purchaser shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. (d) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among between the Company Company, and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to will be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below)Date, by and between the Company and Deutsche Bank AG, DB Trustees (Hong Kong BranchKong) Limited, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock Ordinary Shares issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below), if any.

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 RMB150,000,000 in aggregate principal amount of its 5.0% Guaranteed Senior Notes due 2014 (the “Initial Notes”) (ii) at the grant Company’s sole election and subject to the terms and conditions herein described, the issuance and sale to the Purchaser by the Company to the Purchaser of the option to purchase up to US$10,000,000 RMB20,000,000 in aggregate principal amount of its 5.0% the Company’s Guaranteed Senior Notes due 2014 (the “Option Notes,” and together with the Initial Notes, the “Notes”) ), and (iii) the Parent has authorized the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares a certain number of the CompanyParent’s common stock, par value $.0001 0.001 (the “Common Stock”) pursuant to ), as calculated in the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the “First Closing Date” provided for in Section 3, issue and sell to Abax Lotus Ltd. (“Abax”, the “Purchaser”) and the Purchaser will purchase from the Company, Notes in the principal amount specified opposite each the Purchaser’s name in Schedule I, and the Company Parent will issue to the Purchaser such number of Warrants specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. set forth herein. Subject to the terms and conditions of this Agreement, the Company’s option to require the Purchaser to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) on April 15, 2008 and may be exercised in whole or only, but not in part from time to time on one or more occasions occasion at the discretion of the PurchaserCompany on or before such date only if the Financial Trigger (as defined below) has occurred. Any such time and date of delivery of the Option Notes issued pursuant to the option shall be determined by the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below). (c) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing DateDate (as hereinafter defined), by and among the Company Company, the Parent and DB Trustees (Hong Kong) The Hongkong and Shanghai Banking Corporation Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company Parent and Deutsche Bank AG, Hong Kong BranchThe Hongkong and Shanghai Banking Corporation Limited, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below).

Authorization and Issuance of Securities. (a) The Company has authorized (i) the issuance and sale of up to US$40,000,000 in principal amount of its 5.0% Guaranteed Senior Notes due 2014 800 Units (the “Initial NotesUnits”) (ii) the grant by the Company to the Purchaser each consisting of the option to purchase up to a US$10,000,000 in 100,000 principal amount of its 5.0% Guaranteed Senior Notes Floating Rate Note due 2014 2010 (the “Option Notes,” and together with the Initial Notes, the “Notes”) and one warrant (iii) the issuance of warrants (each, a “Warrant”) representing the right to purchase 2,900,000 shares a certain number of the Company’s common stockordinary shares, par value $.0001 US$ 0.125 per share (the “Common StockOrdinary Shares”) pursuant to ), as calculated in the Warrant Agreement (as defined below). For the purposes of this Agreement, the “Principal Amount” shall be the greater of (i) US$40,000,000 and (ii) the actual aggregate principal amount of Notes issued on the date which is 30 calendar days following the Closing Date. (b) Subject to the terms and conditions of this Agreement, the Company will, at the Closing provided for in Section 33 hereof, issue and sell to Abax Lotus Ltd. Xxxxxxx Xxxxx International (“Abax”, the “Purchaser”) ), and the Purchaser will purchase from the Company, the Units consisting of Notes in the principal amount specified opposite each Purchaser’s name in Schedule Iamount, and the Company will issue to the Purchaser such number of Warrants Warrants, specified opposite the Purchaser’s name in Schedule I, for the consideration in the amount specified opposite the Purchaser's name in Schedule I. Subject to the terms and conditions of this Agreement, the option to purchase the Option Notes will expire 30 calendar days after the First Closing Date (as hereinafter defined) and may be exercised in whole or in part from time to time on one or more occasions I at the discretion purchase price of 100% of the Purchaser. Any such time and date of delivery principal amount of the Option Notes shall be determined by (the Company, but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the First Closing Date (as defined below“Purchase Price”). (c) Contemporaneously with entering into this Agreement, the Company is entering into separate Securities Purchase Agreements (the “Other Agreements”) substantially similar to this Agreement with each of the other purchasers named in Schedule I (the “Other Purchasers”), providing for the sale at the “Closing Date” (as set forth in the Other Agreements) to each of the Other Purchasers of the Units specified opposite its name in Schedule I. Each of this Agreement and the Other Agreements is a separate agreement and the sale and issuance of the Securities (as defined below) is a separate sale and issuance. The Purchaser’s obligation hereunder and the obligations of each Other Purchaser under each Other Agreement are several and not joint obligations and the Purchaser shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. (d) The Notes are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the First Closing Date, by and among between the Company Company, and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”), substantially in the form attached hereto as Exhibit A. The Warrants are to will be issued pursuant to the provisions of a warrant agreement (the “Warrant Agreement”), to be dated as of the First Closing Date (as defined below), by and between the Company and Deutsche Bank AG, Hong Kong Branch, as the warrant agent, substantially in the form attached hereto as Exhibit B. As used herein, the term “Securities” shall mean, collectively, the Notes, the Warrants, the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) and the Guarantees (as defined below).Warrant