Common use of Dividend Reinvestment Clause in Contracts

Dividend Reinvestment. So long as the Purchaser and its Affiliates hold any Sale II Shares (or any ADSs converted therefrom) at any time during the period commencing from the date hereof and ending on December 31, 2026 (the “Initial Dividend Reinvestment Period”), which period shall be automatically extended for another seven (7) years (the “Extended Dividend Reinvestment Period” and, collectively with the Initial Dividend Reinvestment Period, the “Dividend Reinvestment Period”) unless the parties hereto mutually agree otherwise prior to the expiry of the Initial Dividend Reinvestment Period, but only to the extent of such Sale II Shares (or any ADSs converted therefrom), the Purchaser shall, and shall cause its Affiliates to, reinvest all cash dividend declared and distributed by the Company with respect to such Sale II Shares (or any ADSs converted therefrom) held by the Purchaser and its Affiliates to purchase, and the Seller shall transfer and sell, or cause the Company to issue and sell, at the Seller’s sole discretion and election, to the Purchaser and/or its Affiliates (such Affiliate(s) as may be designated by the Purchaser at its sole discretion) on terms and conditions and representations and warranties substantially the same as those set forth in this Agreement, Class A Shares (such Class A Shares issued and sold to the Purchaser and/or its Affiliates in accordance with this Section 5.03, the “Reinvestment Shares”), up to a cumulative limit of HK$206.72 million for the Initial Dividend Reinvestment Period (the “Reinvestment Cap”), at a per share price that is equal to the average closing price of the ADSs for 15 trading days prior to the relevant record date set by the Company for the purposes of distributing the dividends as adjusted by the ratio of ADS to Class A Shares where necessary; provided, however, that in the event that at any time during the Dividend Reinvestment Period (a) the percentage of the unused portion of the Reinvestment Cap accounting for in the total Reinvestment Cap is less than ten percent (10%), and (b) the Seller or the Company reasonably anticipates that the unused portion of the Reinvestment Cap is insufficient pursuant to the Company’s dividend distribution plan and provides a written request to the Purchaser, the Purchaser shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Affiliates to, do and perform, or cause to be done and performed, such acts and things (including obtaining all necessary internal and external approvals and satisfying any other procedural and substantive requirements) to increase the Reinvestment Cap to meet the request by the Seller or the Company to allow the Company to declare and distribute dividends in full amount in accordance with its dividend distribution plan without delay. Notwithstanding the foregoing, the terms set forth in the preceding sentences of this Section 5.03 and the Purchaser’s obligations thereunder (including the extension of the terms under this Section 5.03 for the Extended Dividend Reinvestment Period and the length of the Extended Dividend Reinvestment Period) shall always be subject to the requirements and restrictions under Applicable Laws (including, without limitation, listing rules of the SEHK and any rules or orders promulgated by the Securities and Futures Commission of Hong Kong, including rules that require the Purchaser or any of its Affiliates to obtain consents or approvals of its members or equity holders for any act or thing required in the preceding sentences of this Section 5.03) to which the Purchaser and its Affiliates may be subject, provided that the Purchaser shall provide reasonable evidence of such requirements or restrictions to the Seller (for the avoidance of doubt, resolutions or written consents of members or equity holders of the Purchaser or any of its Affiliates not agreeing to any such act or thing shall constitute reasonable evidence for purposes of this Section 5.03). If the Seller fails to sell, or to cause the Company to issue, Reinvestment Shares to the Purchaser or its Affiliates pursuant to this Section 5.03 with respect to any dividend distribution for any reason attributable to the Company, the Seller or any of their respective Affiliates, and continues the failure to do so during a period of ten (10) Business Days after receiving a written notice from the Purchaser or any of its Affiliates, the Purchaser’s obligations and undertakings under this Section 5.03 with respect to such dividend distribution shall immediately and automatically cease and have no further force or effect.

Dividend Reinvestment. So long as the Purchaser and its Affiliates hold any Sale II I Shares (or any ADSs converted therefrom) at any time during the period commencing from the date hereof and ending on December 31, 2026 (the “Initial Dividend Reinvestment Period”), which period shall be automatically extended for another seven (7) years (the “Extended Dividend Reinvestment Period” and, collectively with the Initial Dividend Reinvestment Period, the “Dividend Reinvestment Period”) unless the parties hereto mutually agree otherwise prior to the expiry of the Initial Dividend Reinvestment Period, but only to the extent of such Sale II I Shares (or any ADSs converted therefrom), the Purchaser shall, and shall cause its Affiliates to, reinvest all cash dividend declared and distributed by the Company with respect to such Sale II I Shares (or any ADSs converted therefrom) held by the Purchaser and its Affiliates to purchase, and the Seller shall transfer and sell, or cause the Company to issue and sell, at the Seller’s sole discretion and election, to the Purchaser and/or its Affiliates (such Affiliate(s) as may be designated by the Purchaser at its sole discretion) on terms and conditions and representations and warranties substantially the same as those set forth in this Agreement, Class A Shares (such Class A Shares issued and sold to the Purchaser and/or its Affiliates in accordance with this Section 5.03, the “Reinvestment Shares”), up to a cumulative limit of HK$206.72 HK$193.28 million for the Initial Dividend Reinvestment Period (the “Reinvestment Cap”), at a per share price that is equal to the average closing price of the ADSs for 15 trading days prior to the relevant record date set by the Company for the purposes of distributing the dividends as adjusted by the ratio of ADS to Class A Shares where necessary; provided, however, that in the event that at any time during the Dividend Reinvestment Period (a) the percentage of the unused portion of the Reinvestment Cap accounting for in the total Reinvestment Cap is less than ten percent (10%), and (b) the Seller or the Company reasonably anticipates that the unused portion of the Reinvestment Cap is insufficient pursuant to the Company’s dividend distribution plan and provides a written request to the Purchaser, the Purchaser shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Affiliates to, do and perform, or cause to be done and performed, such acts and things (including obtaining all necessary internal and external approvals and satisfying any other procedural and substantive requirements) to increase the Reinvestment Cap to meet the request by the Seller or the Company to allow the Company to declare and distribute dividends in full amount in accordance with its dividend distribution plan without delay. Notwithstanding the foregoing, the terms set forth in the preceding sentences of this Section 5.03 and the Purchaser’s obligations thereunder (including the extension of the terms under this Section 5.03 for the Extended Dividend Reinvestment Period and the length of the Extended Dividend Reinvestment Period) shall always be subject to the requirements and restrictions under Applicable Laws (including, without limitation, listing rules of the SEHK and any rules or orders promulgated by the Securities and Futures Commission of Hong Kong, including rules that require the Purchaser or any of its Affiliates to obtain consents or approvals of its members or equity holders for any act or thing required in the preceding sentences of this Section 5.03) to which the Purchaser and its Affiliates may be subject, provided that the Purchaser shall provide reasonable evidence of such requirements or restrictions to the Seller (for the avoidance of doubt, resolutions or written consents of members or equity holders of the Purchaser or any of its Affiliates not agreeing to any such act or thing shall constitute reasonable evidence for purposes of this Section 5.03). If the Seller fails to sell, or to cause the Company to issue, Reinvestment Shares to the Purchaser or its Affiliates pursuant to this Section 5.03 with respect to any dividend distribution for any reason attributable to the Company, the Seller or any of their respective Affiliates, and continues the failure to do so during a period of ten (10) Business Days after receiving a written notice from the Purchaser or any of its Affiliates, the Purchaser’s obligations and undertakings under this Section 5.03 with respect to such dividend distribution shall immediately and automatically cease and have no further force or effect.

Dividend Reinvestment. So long as the Purchaser and its Affiliates hold any Sale II Shares (or any ADSs converted therefrom) at any time during the period commencing from the date hereof and ending on December 31, 2026 (the “Initial Dividend Reinvestment Period”), which period shall be automatically extended for another seven (7) years (the “Extended Dividend Reinvestment Period” and, collectively with the Initial Dividend Reinvestment Period, the “Dividend Reinvestment Period”) unless the parties hereto mutually agree otherwise prior to the expiry of the Initial Dividend Reinvestment Period, but only to the extent of such Sale II Shares (or any ADSs converted therefrom), the Purchaser shall, and shall cause its Affiliates to, reinvest all cash dividend declared and distributed by the Company with respect to such Sale II Shares (or any ADSs converted therefrom) held by the Purchaser and its Affiliates to purchase, and the Seller shall transfer and sell, or cause the Company to issue and sell, at the Seller’s sole discretion and election, to the Purchaser and/or its Affiliates (such Affiliate(s) as may be designated by the Purchaser at its sole discretion) on terms and conditions and representations and warranties substantially the same as those set forth in this Agreement, Class A Shares (such Class A Shares issued and sold to the Purchaser and/or its Affiliates in accordance with this Section 5.03, the “Reinvestment Shares”), up to a cumulative limit of HK$206.72 HK$320 million for the Initial Dividend Reinvestment Period (the “Reinvestment Cap”), at a per share price that is equal to the average closing price of the ADSs for 15 trading days prior to the relevant record date set by the Company for the purposes of distributing the dividends as adjusted by the ratio of ADS to Class A Shares where necessary; provided, however, that in the event that at any time during the Dividend Reinvestment Period (a) the percentage of the unused portion of the Reinvestment Cap accounting for in the total Reinvestment Cap is less than ten percent (10%), and (b) the Seller or the Company reasonably anticipates that the unused portion of the Reinvestment Cap is insufficient pursuant to the Company’s dividend distribution plan and provides a written request to the Purchaser, the Purchaser shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Affiliates to, do and perform, or cause to be done and performed, such acts and things (including obtaining all necessary internal and external approvals and satisfying any other procedural and substantive requirements) to increase the Reinvestment Cap to meet the request by the Seller or the Company to allow the Company to declare and distribute dividends in full amount in accordance with its dividend distribution plan without delay. Notwithstanding the foregoing, the terms set forth in the preceding sentences of this Section 5.03 and the Purchaser’s obligations thereunder (including the extension of the terms under this Section 5.03 for the Extended Dividend Reinvestment Period and the length of the Extended Dividend Reinvestment Period) shall always be subject to the requirements and restrictions under Applicable Laws (including, without limitation, listing rules of the SEHK Listing Rules and any rules or orders promulgated by the Securities and Futures Commission of Hong Kong, including rules that require the Purchaser or any of its Affiliates to obtain consents or approvals of its members or equity holders for any act or thing required in the preceding sentences of this Section 5.03) to which the Purchaser and its Affiliates may be subject, provided that the Purchaser shall provide reasonable evidence of such requirements or restrictions to the Seller (for the avoidance of doubt, resolutions or written consents of members or equity holders of the Purchaser or any of its Affiliates not agreeing to any such act or thing shall constitute reasonable evidence for purposes of this Section 5.03). If the Seller fails to sell, or to cause the Company to issue, Reinvestment Shares to the Purchaser or its Affiliates pursuant to this Section 5.03 with respect to any dividend distribution for any reason attributable to the Company, the Seller or any of their respective Affiliates, and continues the failure to do so during a period of ten (10) Business Days after receiving a written notice from the Purchaser or any of its Affiliates, the Purchaser’s obligations and undertakings under this Section 5.03 with respect to such dividend distribution shall immediately and automatically cease and have no further force or effect.