Common use of Convertible Bonds Clause in Contracts

Convertible Bonds. For every HK$1,000,000 face value of the 2024 Convertible Bonds HK$[1,459,729.50]* in cash based on a conversion price of HK$[2.98] assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement 2025 Convertible Bonds For every HK$1,000,000 face value of the 2025 Convertible Bonds……………………………….HK$[1,412,336.25]* in cash based on a conversion price of HK$[3.08] assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement and not taking into account the Conversion Price Reset *For illustrative purpose only and subject to change, depending on the date of Completion and in respect of the 2025 Convertible Bonds, whether the Conversion Price Reset has been triggered The Convertible Bonds to be acquired under the Convertible Bond Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Unconditional Date or subsequently becoming attached to them, including the right to receive in full all interests, dividends and other distributions, if any, the record date of which is on or after the Unconditional Date. Any interests, dividends or other distributions the record date of which is before the Unconditional Date will be paid by the Company to the Convertible Bond Holders who are qualified for such interests, dividends or distributions. In the event that the Company decides to declare, pay, make or agree to pay or make any dividends and other distributions on or after the date of this joint announcement and up to the Unconditional Date, the Offeror intends to reduce the offer price by the amount of such dividends and other distributions. The Convertible Bond Offer will apply to all outstanding Convertible Bonds in issue on the date on which the Convertible Bond Offer is made (other than those already owned by the Offeror and/or parties acting in concert with it) and will not apply to any Convertible Bonds which are or have been redeemed or converted into Shares prior to the Closing Date. In the event that the Convertible Bonds or part thereof are converted after the date of this joint announcement and new Shares are issued pursuant to such conversion, such Shares will form part of the Offer Shares and be subject to the Share Offer. Based on a conversion price of HK$[2.98] assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement, the offer price for the 2024 Convertible Bonds is HK$[1,459,729.50] for every HK$1,000,000 face value of the 2024 Convertible Bonds. Based on a conversion price of HK$[3.08] assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement, the offer price for the 2025 Convertible Bonds is HK$[1,412,336.25] for every HK$1,000,000 face value of the 2025 Convertible Bonds. The offer prices under the Convertible Bond Offer are determined in accordance with Practice Note 6 to the Takeovers Code as the “see-through” consideration for each Convertible Bond, being the number of Shares into which the Convertible Bonds are convertible (being [356,711,409] Shares in the case of the 2024 Convertible Bonds at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement), and [251,639,610] Shares in the case of the 2025 Convertible Bonds at the adjusted conversion price of HK$[3.08] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement)) multiplied by the offer price under the Share Offer (being HK$4.35 per Share). The conversion prices of the 2024 Convertible Bonds and the 2025 Convertible Bonds are subject to adjustment as a result of a “Change of Control” (as defined in the terms and conditions of the Convertible Bonds) of the Company. For the Convertible Bond Holders’ ease of reference, set out below are the formulae in accordance with which the conversion prices of the Convertible Bonds will be adjusted: 2024 Convertible Bonds Where:

Convertible Bonds. For every HK$1,000,000 face value of the 2024 Convertible Bonds HK$[1,459,729.50]* in cash based on a conversion price of HK$[2.98] assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement 2025 Convertible Bonds For every HK$1,000,000 face value of the 2025 Convertible Bonds……………………………….HK$[1,412,336.25Bonds HK$[1,412,336.25]* in cash based on a conversion price of HK$[3.08] assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement and not taking into account the Conversion Price Reset Reset. For further information, please refer to the section headed “POSSIBLE MANDATORY CONDITIONAL CASH OFFERS - The Convertible Bond Offer” of this joint announcement *For illustrative purpose only and subject to change, depending on the date of Completion and in respect of the 2025 Convertible Bonds, whether the Conversion Price Reset has been triggered The Convertible Bonds to be acquired under the Convertible Bond Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the Unconditional Date or subsequently becoming attached to them, including the right to receive in full all interests, dividends and other distributions, if any, the record date of which is on or after the Unconditional Date. Any interests, dividends or other distributions the record date of which is before the Unconditional Date will be paid by the Company to the Convertible Bond Holders who are qualified for such interests, dividends or distributions. In the event that the Company decides to declare, pay, make or agree to pay or make any dividends and other distributions on or after the date of this joint announcement and up to the Unconditional Date, the Offeror intends to reduce the offer price by the amount of such dividends and other distributions. The Convertible Bond Offer will apply to all outstanding Convertible Bonds in issue on the date on which the Convertible Bond Offer is made (other than those already owned by the Offeror and/or parties acting in concert with it) and will not apply to any Convertible Bonds which are or have been redeemed or converted into Shares prior to the Closing Date. In the event that the Convertible Bonds or part thereof are converted after the date of this joint announcement and new Shares are issued pursuant to such conversion, such Shares will form part of the Offer Shares and be subject to the Share Offer. Based on a conversion price of HK$[2.98] assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement, the offer price for the 2024 Convertible Bonds is HK$[1,459,729.50] for every HK$1,000,000 face value of the 2024 Convertible Bonds. Based on a conversion price of HK$[3.08] assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement, the offer price for the 2025 Convertible Bonds is HK$[1,412,336.25] for every HK$1,000,000 face value of the 2025 Convertible Bonds. The offer prices under the Convertible Bond Offer are determined in accordance with Practice Note 6 to the Takeovers Code as the “see-through” consideration for each Convertible Bond, being the number of Shares into which the Convertible Bonds are convertible (being [356,711,409] Shares in the case of the 2024 Convertible Bonds at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement), and [251,639,610] Shares in the case of the 2025 Convertible Bonds at the adjusted conversion price of HK$[3.08] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2025 Convertible Bonds) takes place on the date of this joint announcement)) multiplied by the offer price under the Share Offer (being HK$4.35 per Share). The conversion prices of the 2024 Convertible Bonds and the 2025 Convertible Bonds are subject to adjustment as a result of a “Change of Control” (as defined in the terms and conditions of the Convertible Bonds) of the Company. For the Convertible Bond Holders’ ease of reference, set out below are the formulae in accordance with which the conversion prices of the Convertible Bonds will be adjusted: 2024 Convertible Bonds Where:.