Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period by a Bondholder delivering at its own expense to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Shares. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed "CONVERSION DATE"). (a "Conversion Notice"b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "DELIVERY DATE"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The 7.1 Subject to Condition 5, the Conversion Rights attaching to the Bonds may, subject as provided herein and in Condition 7herein, be exercised on any Business Day during falling three calendar months following the date of issue of the Bonds until the date 7 days before (and excluding) the Maturity Date by the relevant Bondholder giving written notice (a “Conversion Period by a Bondholder delivering at its own expense Notice”) to the Issuer during normal business hours at the Specified Office a notice Company in the form attached as Annexure III duly completed (a "Conversion Notice") accordance with Condition 15 stating the intention of that the Bondholder to convert all or part (in being an authorised denominationdenomination of his Bond into Shares) of specifying the principal amount of its Bonds the Bond to which such notice relates. Any such Conversion Notice shall be in the form annexed to these Conditions. Once delivered, a Conversion Notice shall be irrevocable and the address in Hong Kong for the delivery of the share certificates of take effect immediately upon the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond CertificateDate. A If a Conversion Notice once delivered 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, accurate Conversion Notice is received by the Company. 7.2 The Company shall be irrevocable. 9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted responsible for payment of all taxes and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and Stock Exchange levies and charges (if any) payable arising on any conversion. 7.3 The Shares arising on conversion shall be allotted and issued by the Company, credited as fully paid, to the relevant Bondholder or as it may direct within 10 Business Days after, and with effect from, the date the conversion notice is served by the Bondholder against delivery of the Bond (which the Bondholder is obliged to deliver to the Company following such Conversion), and certificates for the Shares shall be delivered to the Bondholder by ordinary mail, at the risk and expense of, the Bondholder. 7.4 At the same time as it delivers to the Company's principal place of business in Hong Kong specified in respect of the allotment and issue of the Condition 15 a duly executed Conversion Shares. Subject to the aforementionedNotice, the Bondholder shall pay all other charges and taxes arising from or also deliver (i) in respect the case of the conversion execution of the Bond and any profits tax Conversion Notice on behalf of a corporation, the authority of person or persons executing to do so; (or its equivalentii) against which such other evidence as the Bondholder Company may be assessed for any disposal reasonably require if the conversion notice is executed by some other person on behalf of the Bond or Conversion Shares. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.Bondholder;

Procedure for Conversion. 9.1 (a) On any Conversion Date, in accordance with a Conversion Notice, or thereafter, the Company shall issue certificates for Common Shares, on presentation and surrender at the registered office of the Company or any other place designated in the Conversion Notice of the certificate or certificates representing such Series E Preferred Shares called for Conversion, in the number equal to the number of Series E Preferred Shares to be converted resulting from the occurrence or achievement of said Milestone multiplied by a fraction, the numerator of which is the then Milestone Redemption Price for 1 Series E Preferred Share, and the denominator of which is the Conversion Price as of the date of such Milestone. The Conversion Rights maycertificates for Common Shares issued by the Company to the Series E Preferred Holders shall be in accordance with the provisions hereof, subject as provided herein and in Condition 7such name or names as a Series E Preferred Holder may direct in writing, provided that if issued in a name or names other than the Series E Preferred Holder such Series E Preferred Holder shall pay any applicable transfer taxes. If only part of the Series E Preferred Shares represented by any certificate shall be exercised converted, a new certificate representing the balance of such Series E Preferred Shares shall be issued to the Series E Preferred Holder at the expense of the Company upon presentation and surrender of the first mentioned certificate. (b) The registered holder of the Common Shares resulting from a Conversion shall be entitled to rank equally with the registered holders of all other Common Shares in respect of all dividends payable to the holders of Common Shares who were holders of record at the close of business on any Business Day during date on or after the date of such Conversion or the date of such declaration of such dividend. Subject as aforesaid and subject to the provisions of Article 31.8.1 and 31.8.2 hereof upon Conversion of the Series E Preferred Shares converted pursuant to the achievement of a Milestone, there shall be no further payment or adjustment by the Company on the Common Shares resulting from such Conversion except that the Common Shares so resulting shall thereafter participate with all other Common Shares. (c) Upon receipt of the Conversion Period by a Bondholder delivering at Notice, each holder of Series E Preferred Shares shall surrender its own expense certificate or certificates for the Series E Preferred Shares to be converted to the Issuer during normal business hours Company at the Specified Office a notice place designated in the form attached as Annexure III duly completed (a "Conversion Notice", and shall thereafter receive certificates for the number of Common Shares to which such holder is entitled. On the Conversion Date, all outstanding Series E Preferred Shares to be converted pursuant to the Conversion Notice shall be deemed to have been converted into Common Shares, which shall be deemed to be outstanding of record, and all rights with respect to the Series E Preferred Shares so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Shares) stating will terminate, but excluding the intention rights of that Bondholder holders thereof, upon surrender of their certificate or certificates therefore, to convert all or part (in authorised denomination) receive certificates for the number of principal amount Common Shares into which such Series E Preferred Shares have been converted, and to receive payment of its Bonds any declared but unpaid dividends thereon. As soon as practicable after the Conversion Date and the address in Hong Kong surrender of the certificate or certificates for Series E Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his written order, a certificate or certificates for the number of full Common Shares issuable on such conversion in accordance with the provisions hereof. (d) The Company shall not issue fractional shares upon any Conversion but in lieu thereof the Company shall pay any fractional share amount in cash (based upon the Current Market Price used to calculate such fractional share) at the time of delivery of the share certificates certificate representing the number of Common Shares into which the Series E Preferred Shares are converted. (e) All Common Shares resulting from any Conversion of Series E Preferred Shares into Common Shares (including whole Common Shares resulting from the consolidation by the Company of fractions of shares which result from Conversions) shall be fully paid and non-assessable. Nothing herein contained shall effect or restrict the right of the Conversion Company to increase the number of its Common Shares pursuant to Condition 9.2 together in accordance with the original provisions of that Bond Certificate. A Conversion Notice once delivered shall be irrevocablethe Company Act and to issue such shares from time to time. 9.2 Subject to Condition 9.4, (f) The Company shall at all times when the Conversion Series E Preferred Shares shall be allotted outstanding, reserve and issued by the Issuerkeep available out of its authorized but unissued shares, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence purpose of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of effecting the conversion of the Bond and any profits tax (or Series E Preferred Shares, such number of its equivalent) against which duly authorized Common Shares as shall from time to time be sufficient to effect the Bondholder may be assessed for any disposal conversion of the Bond or Conversion all outstanding Series E Preferred Shares. 9.4 Without prejudice to the aforesaid the (g) The Company shall pay any and all issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules other similar taxes that may be payable in respect of any issuance or delivery of Common Shares upon conversion of Series E Preferred Shares pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Shares in a name other stock exchange on than that in which the shares of Series E Preferred Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesso converted were registered.

Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during To exercise the Conversion Period by a Bondholder delivering Right attaching to any Bond, the holder thereof must complete, execute and deliver at its his own expense to the Issuer during normal business hours at the Specified Office specified office of the Company at which the Bond is deposited for conversion a notice of conversion (a “Conversion Notice”) in duplicate in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery time being current) set out in Schedule 3 obtainable from the specified office of the share certificates of the Conversion Shares pursuant to Condition 9.2 Company, together with the original relevant Certificate(s). The name of that the specified office of the Company is set out at the end of the Form of Certificate of Bonds. As conditions precedent to the conversion, the Bondholder must pay to the Company all stamp, issue, registration or similar taxes and duties (if any) arising on conversion in any jurisdiction in which the Bond Certificateis deposited for conversion or payable in any jurisdiction consequent upon the issue or delivery of Common Shares or any other securities, property or cash to or to the order of a person other than the converting Bondholder, other than any taxes or duties payable in Korea by the Company in respect of the issue of Common Shares on conversion. Except as aforesaid, the Company will pay the expenses arising on the issue of Common Shares on conversion of the Bonds and all charges in connection therewith. The date on which any Bond and the Conversion Notice (in duplicate) relating thereto are deposited with the Company or, if later, the date on which all conditions precedent to the conversion thereof are fulfilled is hereinafter referred to as the “Conversion Date” applicable to such Bonds. A Conversion Notice once delivered shall deposited may not be irrevocable. 9.2 Subject to Condition 9.4withdrawn without the consent in writing of the Company. With effect from the Conversion Date, the Company will deem the converting Bondholder to have become the holder of record of the number of Common Shares to be issued to such Holder upon such conversion (disregarding any retroactive adjustment of the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, Price referred to below prior to the time such retroactive adjustment shall have become effective). Thereafter the Company will, subject to any applicable limitations then imposed by Korean laws and regulations, according to the request made in the relevant Bondholder or its nominees Conversion Notice, cause the share transfer agent of the Company as it may in writing direct within five (5) Business Days aftersoon as practicable, and with effect from, in any event within 15 business days after the Conversion Date against delivery Date, either (i) to deliver or cause to be delivered to the order of the original Certificate person named for that purpose in the relevant Conversion Notice at the specified office in Seoul for the Bonds (which time being of the Bondholder is obliged to deliver to share transfer agent of the Issuer following such conversion), and the Issuer shall issue Company a certificate or certificates for the relevant Common Shares registered in the name of the converting Bondholder or, in cases permitted under Korean law, any other person named for that purpose in the relevant Conversion Shares Notice, together with any other securities, property or cash (including, without limitation, cash payable pursuant to which the Bondholder or such person as it may direct shall become entitled in consequence paragraph 4.1 of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from this Condition) required to be delivered upon conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, assignments and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties other documents (if any) as may be required by law to effect the transfer thereof, or (ii) to register Korea Securities Depository (or its successor organization) as holder of the relevant number of Common Shares in the Company’s shareholders’ register and levies cause Korea Securities Depository (or its successor organization) to credit such Common Shares to the deposit account of the custodian designated by the converting Bondholder in the relevant Conversion Notice, together with any other securities, property or cash (including, without limitation, cash payable pursuant to this Condition) required to be delivered upon conversion and charges such assignments and other documents (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder as may be assessed for any disposal of required by law to effect the Bond or Conversion Sharestransfer thereof. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed (a "Conversion NoticeDate"). (b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "Delivery Date"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 (a) On any Conversion Date, in accordance with a Conversion Notice, or within a reasonable time thereafter, the Company shall issue certificates for Conversion Shares, on presentation and surrender at the registered office of the Company or any other place designated in the Conversion Notice of the certificate or .. certificates representing such Series D Preferred Shares called for Conversion, in the number equal to the number of Series D Preferred Shares to be converted resulting from the occurrence or achievement of said Milestone multiplied by a fraction, the numerator of which is the then Milestone Redemption Price for 1 Series D Preferred Share, and the denominator of which is the Conversion Price as of the date of such Milestone. The certificates for Conversion Rights mayShares issued by the Company to the Series D Preferred Holder shall be in accordance with the provisions hereof, subject or in such name or names as the Series D Preferred Holder may direct in writing, provided herein that if issued in a name other than the Series D Preferred Holder such Series D Preferred Holder shall pay any applicable transfer taxes. If only part of the Series D Preferred Shares represented by any certificate shall be converted, a new certificate representing the balance of such Series D Preferred Shares shall be issued to the Series D Preferred Holder at the expense of the Company upon presentation and surrender of the first mentioned certificate. (b) The registered holder of the Conversion Shares resulting from a Conversion shall be entitled to rank equally with the registered holders of all other Common Shares in Condition 7, be exercised respect of all dividends payable to the holders of Common Shares who were holders of record at the close of business on any Business Day during date on or after the date of such Conversion or the date of such declaration of such dividend. Subject as aforesaid and subject to the provisions of Article 30.9.1 and 30.9.2 hereof and Section 2.4.3 of the Stock Purchase Agreement, upon Conversion of the Series D Preferred Shares converted pursuant to the achievement of a Milestone, there shall be no further payment or adjustment by the Company on the Conversion Period by a Bondholder delivering at Shares resulting from such Conversion except that the Conversion Shares so resulting shall thereafter participate with all other Common Shares. (c) Upon receipt of the Conversion Notice, the holder of Series D Preferred Shares shall surrender its own expense certificate or certificates for the Series D Preferred Shares to be converted to the Issuer during normal business hours Company at the Specified Office a notice place designated in the form attached as Annexure III duly completed (a "Conversion Notice", and shall thereafter receive certificates for the number of Conversion Shares to which such holder is entitled. On the Conversion Date, all outstanding Series D Preferred Shares to be converted pursuant to the Conversion Notice shall be deemed to have been converted into Conversion Shares, which shall be deemed to be outstanding of record, and all rights with respect to the Series D Preferred Shares so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Shares) stating will terminate, but excluding the intention rights of that Bondholder holders thereof, upon surrender of their certificate or certificates therefore, to convert all or part (in authorised denomination) receive certificates for the number of principal amount Conversion Shares into which such Series D Preferred Shares have been converted, and to receive payment of its Bonds any declared but unpaid dividends thereon. As soon as practicable after the Conversion Date and the address in Hong Kong surrender of the certificate or certificates for Series D Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his written order, a certificate or certificates for the number of full Conversion Shares issuable on such conversion in accordance with the provisions hereof. 8 (d) The Company shall not issue fractional shares upon any Conversion but in lieu thereof the Company shall pay any fractional share amount in cash (based upon the Current Market Price used to calculate such fractional share) at the time of delivery of the share certificates certificate representing the number of Conversion Shares into which the Series D Preferred Shares are converted. (e) All Conversion Shares resulting from any Conversion of Series D Preferred Shares into Conversion Shares (including whole Conversion Shares resulting from the consolidation by the Company of fractions of shares which result from Conversions) shall be fully paid and non-assessable. Nothing herein contained shall effect or restrict the right of the Conversion Company to increase the number of its Common Shares pursuant to Condition 9.2 together in accordance with the original provisions of that Bond Certificate. A Conversion Notice once delivered shall be irrevocablethe Company Act and to issue such shares from time to time. 9.2 Subject to Condition 9.4, (f) The Company shall at all times when the Conversion Series D Preferred Shares shall be allotted outstanding, reserve and issued by the Issuerkeep available out of its authorized but unissued shares, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence purpose of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of effecting the conversion of the Bond and any profits tax (or Series D Preferred Shares, such number of its equivalent) against which duly authorized Common Shares as shall from time to time be sufficient to effect the Bondholder may be assessed for any disposal conversion of the Bond or Conversion all outstanding Series D Preferred Shares. 9.4 Without prejudice to the aforesaid the (g) The Company shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of Conversion Shares is subject upon conversion of Series D Preferred Shares pursuant hereto. The Company shall not, however, be required to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Conversion Shares in a name other stock exchange on than that in which the shares of Series D Preferred Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesso converted were registered.

Procedure for Conversion. 9.1 In order to exercise the conversion privilege, the registered owner shall surrender this Note to the Company at its main office, accompanied by written notice to the Company that such owner elects to convert the total amount due under this Note and an opinion of counsel in form and substance satisfactory to the Company that the issuance of shares of Common Stock upon such conversion has been registered under the 1933 Act and registered or qualified as necessary under applicable state securities laws, or that such registration and qualification are not required. As promptly as practicable after the receipt of such notice and opinion and surrender of this Note as aforesaid, the Company shall issue and deliver to the registered owner a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Note (or specified portion hereof). Such conversion shall be deemed to have been effected at the close of business on the date on which such notice shall have been received by the Company and this Note shall have been surrendered as aforesaid. If this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, at the expense of the Company, a new Note in principal amount equal to the unconverted portion of this Note. No fractional shares shall be issued upon conversion of this Note and any portion of the principal or interest hereof that would otherwise be convertible into a fractional share shall be paid in cash. The Conversion Rights mayCompany shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock sufficient to permit the exercise in full by the registered owner of this Note of its conversion rights hereunder. Notwithstanding the foregoing, subject in no event shall this Note be convertible into Common Stock if, as a result of such conversion, the aggregate amount of Common Stock that would be issued pursuant to the Notes (as such term is defined in the Purchase Agreement, as defined herein) exceeds 19.9% of the issued and outstanding Common Stock as of June 28, 1996, unless approval by the Company's stockholders has been obtained. In addition, if the approval of the Company's stockholders referred to in the immediately preceding sentence has not been obtained by the time this Note would otherwise be convertible as provided herein above, the registered owner of this Note may convert this Note in part on the terms and conditions set forth in Condition 7this section entitled "Conversion" (with the written notice of conversion to specify the amount to be converted); PROVIDED, be exercised on any Business Day during HOWEVER, that if the Conversion Period by a Bondholder delivering at its own expense registered holder of this Note converts this Note in part pursuant to this sentence, the Issuer during normal business hours at registered holder shall present to Buyer for conversion the Specified Office a Note representing the unconverted balance of this Note within ten (10) days following receipt of written notice from Buyer that the stockholders consent referred to in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery immediately preceding sentence has been obtained. Default -------- In case of the share certificates of the Conversion Shares pursuant failure to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4pay, when due, the Conversion Shares shall be allotted principal, any interest, or any other sum payable hereunder, and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within continuance of such failure for five (5) Business Days afterbusiness days after the date on which such principal, and with effect frominterest or other sum is due (whether upon maturity hereof, upon any installment payment date, upon any prepayment date, upon acceleration, or otherwise), the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged Payee may declare this Note to deliver to the Issuer following such conversion), be due and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharesfull. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The Conversion Rights may(a) A Noteholder shall provide the Company with ten (10) days irrevocable notice of its intent to convert. If the Company does not prepay the Note during such notice period, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period Noteholder shall exercise its right to convert by a Bondholder delivering at surrendering its own expense to the Issuer during normal business hours Note at the Specified Office a office of Company (or such office or agency of Company as it may designate) duly endorsed to Company or in blank, or accompanied by proper instruments of transfer to Company or in blank, accompanied by written notice in to Company that the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder Noteholder elects so to convert all or part (its Note into shares of Common Stock in authorised denomination) accordance with the provisions of this Article 3. The notice shall specify the principal amount of its Bonds the Note to be converted and the address name or names in Hong Kong which the Noteholder wishes the certificate or certificates for Common Stock to be issued. Every such notice of election to convert shall be effective on the date received by Company and shall constitute a contract between the Noteholder and Company, whereby the Noteholder shall be deemed to subscribe for the delivery amount of Common Stock which it shall be entitled to receive upon such conversion, and, in satisfaction of such subscription, to deposit the Note to the extent of the share certificates of the Conversion Shares pursuant principal amount to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject converted and to Condition 9.4, the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five release Company from all liability thereunder (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged except to deliver to the Issuer following such shares deliverable upon conversion), and thereby Company shall be deemed to agree that the Issuer extinguishment of liability (except as aforesaid), shall issue constitute full payment of such subscription for Common Stock to be delivered upon such conversion. (b) Company shall as soon as practicable after such deposit accompanied by the written notice and the statement above prescribed deliver at the office of Company to the converting Noteholder or to its nominee or nominees, a certificate or certificates for the Conversion Shares number of full shares of Common Stock to which the Bondholder or such person Noteholder shall be entitled, together with a cash adjustment of any fraction of a share as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shallhereinafter provided, if such Bondholder not evenly convertible, and, if less then the entire principal amount of a Note is converted, a new Note for the principal amount note so requests in the noticeconverted, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director dated as of the Issuer for any balance of the Bond not converted last preceding date to which interest shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shareshave been paid. Subject to the aforementionedfollowing provisions of this paragraph, the Bondholder such conversion shall pay all other charges and taxes arising from or in respect be deemed to have been made as of the date of such surrender of a Note and at the Conversion Price in effect at the date of such surrender; and the person or persons entitled to receive the Common Stock deliverable upon conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may a Note shall be assessed treated for any disposal of the Bond or Conversion Shares. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long all purposes as the Shares are listed record holder or holders of such Common Stock on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer such date. Company shall not be obliged required to issue convert a Note or any portion hereof while the stock transfer books of Company are closed for any purpose; but the surrender of a Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon reopening of such books, as if the conversion had been made on the date a Note were surrendered, and at the Conversion Shares unless and until approval Price in effect at the date of the Shareholders in a general meeting is obtained in compliance with the Listing Rulessuch surrender.

Procedure for Conversion. 9.1 The (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion Rights mayto the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Xxxxxx, subject accrued interest and fees being converted. On each Conversion Date (as provided herein hereinafter defined) and in Condition 7accordance with its Notice of Conversion, be exercised on any Business Day during the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Period by Date. Each date on which a Bondholder delivering at its own expense Notice of Conversion is delivered or telecopied to the Issuer during normal business hours at Borrower in accordance with the Specified Office provisions hereof shall be deemed a notice in Conversion Date (the form attached as Annexure III duly completed "CONVERSION DATE"). (a "Conversion Notice"b) stating Pursuant to the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery terms of the share certificates Notice of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4Conversion, the Conversion Shares Borrower shall be allotted and issued by cause the Issuer, credited as fully paid, transfer agent to transmit the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for representing the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence Holder by crediting the account of exercising the Holder's designated broker with the Depository Trust Corporation ("DTC") through its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice Deposit Withdrawal Agent Commission ("DWAC") system within a further two three (23) Business Days, or in the absence of such request business days after receipt by the BondholderBorrower of the Notice of Conversion (the "DELIVERY DATE"). To the extent the Borrower is not eligible to use the DWAC system, make these share the Borrower shall give instructions to the Borrower's transfer agent to deliver the certificates available for collection by representing the relevant Bondholder at Conversion Shares to the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to aboveHolder promptly, and (if appropriate) in no event later than the original Bond Certificate with an endorsement on it by a director Delivery Date. In the case of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue exercise of the Conversion Sharesrights set forth herein the Conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such Conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion. Subject The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal of the Bond or Conversion Sharescontrary. 9.4 Without prejudice to the aforesaid the issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rules.

Procedure for Conversion. 9.1 The Conversion Rights mayIn order to exercise the conversion privilege, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period by a Bondholder delivering registered owner shall surrender this Note to the Company at its own expense main office, accompanied by written notice to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of Company that Bondholder such owner elects to convert all the total amount due under this Note and an opinion of counsel in form and substance satisfactory to the Company that the issuance of shares of Common Stock upon such conversion has been registered under the 1933 Act and registered or part (in authorised denomination) qualified as necessary under applicable state securities laws, or that such registration and qualification are not required. As promptly as practicable after the receipt of principal amount such notice and opinion and surrender of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable. 9.2 Subject to Condition 9.4this Note as aforesaid, the Conversion Shares Company shall be allotted issue and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue registered owner a certificate or certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence number of exercising its Conversion Rights in board lots with one certificate for any odd lot full shares of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of Common Stock issuable upon the conversion of this Note (or specified portion hereof). Such conversion shall be deemed to have been effected at the Bond close of business on the date on which such notice shall have been received by the Company and this Note shall have been surrendered as aforesaid. If this Note is converted in part only, upon such conversion the Company shall execute and deliver to the Payee, at the expense of the Company, a new Note in principal amount equal to the unconverted portion of this Note. No fractional shares shall be issued upon conversion of this Note and any profits tax (or its equivalent) against which the Bondholder may be assessed for any disposal portion of the Bond principal or Conversion Shares. 9.4 Without prejudice interest hereof that would otherwise be convertible into a fractional share shall be paid in cash. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock sufficient to permit the exercise in full by the registered owner of this Note of its conversion rights hereunder. Notwithstanding the foregoing, in no event shall this Note be convertible into Common Stock if, as a result of such conversion, the aggregate amount of Common Stock that would be issued pursuant to the aforesaid Notes (as such term is defined in the issue Purchase Agreement, as defined herein) exceeds 19.9% of Conversion Shares is subject to (1) the Listing Rules for so long issued and outstanding Common Stock as of June 28, 1996, unless approval by the Shares are listed on the Stock Exchange (and the rules of any other stock exchange on which the Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (Company's stockholders has been obtained. In addition, if required under the Listing Rules) the approval of the shareholders Company's stockholders referred to in the immediately preceding sentence has not been obtained by the time this Note would otherwise be convertible as provided above, the registered owner of this Note may convert this Note in part on the Issuer terms and conditions set forth in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance this section entitled "Conversion" (with the Listing Ruleswritten notice of conversion to specify the amount to be converted); PROVIDED, HOWEVER, that if the registered holder of this Note converts this Note in part pursuant to this sentence, the registered holder shall present to Buyer for conversion the Note representing the unconverted balance of this Note within ten (10) days following receipt of written notice from Buyer that the stockholders consent referred to in the immediately preceding sentence has been obtained.

Procedure for Conversion. 9.1 (a) On any Conversion Date, in accordance with a Conversion Notice, or thereafter, the Company shall issue certificates for Common Shares, on presentation and surrender at the registered office of the Company or any other place designated in the Conversion Notice of the certificate or certificates representing such Series C Preferred Shares called for Conversion, in the number equal to the number of Series C Preferred Shares to be converted resulting from the occurrence or achievement of said Milestone multiplied by a fraction, the numerator of which is the then Milestone Redemption Price for 1 Series C Preferred Share, and the denominator of which is the Conversion Price as of the date of such Milestone. The certificates for Common Shares issued by the Company to the Series C Preferred Holder shall be in accordance with the provisions hereof, or in such name or names as the Series C Preferred Holder may direct in writing, provided that if issued in a name other than the Series C Preferred Holder such Series C Preferred Holder shall pay any applicable transfer taxes. If only part of the Series C Preferred Shares represented by any certificate shall be converted, a new certificate representing the balance of such Series C Preferred Shares shall be issued to the Series C Preferred Holder at the expense of the Company upon presentation and surrender of the first mentioned certificate. (b) The registered holder of the Common Shares resulting from a Conversion Rights may, subject as provided herein and shall be entitled to rank equally with the registered holders of all other Common Shares in Condition 7, be exercised respect of all dividends payable to the holders of Common Shares who were holders of record at the close of business on any Business Day during date on or after the date of such Conversion or the date of such declaration of such dividend. Subject as aforesaid and subject to the provisions of Article 29.10.1 and 29.10.2 hereof and Section 2.4.4 of the Stock Purchase Agreement, upon Conversion of the Series C Preferred Shares converted pursuant to the achievement of a Milestone, there shall be no further payment or adjustment by the Company on the Common Shares resulting from such Conversion except that the Common Shares so resulting shall thereafter participate with all other Common Shares. (c) Upon receipt of the Conversion Period by a Bondholder delivering at Notice, the holder of Series C Preferred Shares shall surrender its own expense certificate or certificates for the Series C Preferred Shares to be converted to the Issuer during normal business hours Company at the Specified Office a notice place designated in the form attached as Annexure III duly completed (a "Conversion Notice", and shall thereafter receive certificates for the number of Common Shares to which such holder is entitled pursuant hereto. On the Conversion Date, all outstanding Series C Preferred Shares to be converted pursuant to the Conversion Notice shall be deemed to have been converted into Common Shares, which shall be deemed to be outstanding of record, and all rights with respect to the Series C Preferred Shares so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Shares) stating will terminate, but excluding the intention rights of that Bondholder holders thereof, upon surrender of their certificate or certificates therefore, to convert all or part (in authorised denomination) receive certificates for the number of principal amount Common Shares into which such Series C Preferred Shares have been converted, and to receive payment of its Bonds any declared but unpaid dividends thereon. As soon as practicable after the Conversion Date and the address in Hong Kong surrender of the certificate or certificates for Series C Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his written order, a certificate or certificates for the number of full Common Shares issuable on such conversion in accordance with the provisions hereof. (d) The Company shall not issue fractional shares upon any Conversion but in lieu thereof the Company shall pay any fractional share amount in cash (based upon the Current Market Price used to calculate such fractional share) at the time of delivery of the share certificates certificate representing the number of Common Shares into which the Series C Preferred Shares are converted. (e) All Common Shares resulting from any Conversion of Series C Preferred Shares into Common Shares (including whole Common Shares resulting from the consolidation by the Company of fractions of shares which result from Conversions) shall be fully paid and non-assessable. Nothing herein contained shall effect or restrict the right of the Conversion Company to increase the number of its Common Shares pursuant to Condition 9.2 together in accordance with the original provisions of that Bond Certificate. A Conversion Notice once delivered shall be irrevocablethe Company Act and to issue such shares from time to time. 9.2 Subject to Condition 9.4, (f) The Company shall at all times when the Conversion Series C Preferred Shares shall be allotted outstanding, reserve and issued by the Issuerkeep available out of its authorized but unissued shares, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence purpose of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period. 9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of effecting the conversion of the Bond and any profits tax (or Series C Preferred Shares, such number of its equivalent) against which duly authorized Common Shares as shall from time to time be sufficient to effect the Bondholder may be assessed for any disposal conversion of the Bond or Conversion all outstanding Series C Preferred Shares. 9.4 Without prejudice to the aforesaid the (g) The Company shall pay any and all issue of Conversion Shares is subject to (1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (and the rules other similar taxes that may be payable in respect of any issuance or delivery of Common Shares upon conversion of Series C Preferred Shares pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Shares in a name other stock exchange on than that in which the shares of Series C Preferred Shares may be listed at the relevant time) and all applicable laws and regulations; (2) (if required under the Listing Rules) the approval of the shareholders of the Issuer in a general meeting, in which case the Issuer shall not be obliged to issue any Conversion Shares unless and until approval of the Shareholders in a general meeting is obtained in compliance with the Listing Rulesso converted were registered.