Common use of in cash Clause in Contracts

in cash. The Offer Shares to be acquired under the Share 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 dividends and other distributions, if any, the record date of which is on or after the Unconditional Date. Any dividends or other distributions the record date of which is before the Unconditional Date will be paid by the Company to the Shareholders who are qualified for such 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 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. The “Change of Control” of the Company will take place upon Completion. As at the date of this joint announcement, it is uncertain when the “Change of Control” of the Company will take place as Completion is conditional upon the fulfilment or, where applicable, waiver of the Conditions. For illustrative purpose, in calculating the number of Shares the outstanding Convertible Bonds can be converted into for the purpose of calculating the offer price under the Convertible Bond Offer included in this joint announcement, it is assumed that the “Change of Control” of the Company takes place on the date of this joint announcement. In accordance with Practice Note 6 to the Takeovers Code, the offer prices under the Convertible Bond Offer represent the “see-through” prices based on the offer price under the Share Offer. The offer prices under the Convertible Bond Offer set out in this joint announcement are for illustrative purpose only and may be subject to change. Convertible Bond Holders and/or potential investors of the Company should therefore exercise caution when dealing in the Convertible Bonds or exercising other rights in respect of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. Subject to and upon Completion, the Convertible Bond Offer will be made by BofA Securities for and on behalf of the Offeror on the following basis:

in cash. The offer price of HK$4.35 for each Offer Share under the Share Offer will be the same as the price to be paid per Sale Share by the Offeror pursuant to the Sale and Purchase Agreement. The Offer Shares to be acquired under the Share 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 dividends and other distributions, if any, the record date of which is on or after the Unconditional Date. Any dividends or other distributions the record date of which is before the Unconditional Date will be paid by the Company to the Shareholders who are qualified for such 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 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. The “Change of Control” of the Company will take place upon Completion. As at the date of this joint announcement, it is uncertain when the “Change of Control” of the Company will take place as Completion is conditional upon the fulfilment or, where applicable, waiver of the Conditions. For illustrative purpose, in calculating the number of Shares the outstanding Convertible Bonds can be converted into for the purpose of calculating the offer price under the Convertible Bond Offer included in this joint announcement, it is assumed that the “Change of Control” of the Company takes place on the date of this joint announcement. In accordance with Practice Note 6 to the Takeovers Code, the The offer prices under the Convertible Bond Offer represent the “see-through” prices based on the offer price under the Share OfferOffer in accordance with Practice Note 6 to the Takeovers Code. The offer prices under the Convertible Bond Offer set out in this joint announcement are for illustrative purpose only and may be subject to change. Convertible Bond Holders and/or potential investors of the Company should therefore exercise caution when dealing in the Convertible Bonds or exercising other rights in respect of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. Subject to and upon Completion, the Convertible Bond Offer will be made by BofA Securities for and on behalf of the Offeror on the following basis: