Common use of Rights Issue Clause in Contracts

Rights Issue. Any rights issue arising from such Securities shall be dealt with in the following manner: (a) The Bank or the Nominee will within a reasonable time after receipt of the relevant rights issue documents inform the Customer. (b) If the Customer fails to instruct the Bank or the Nominee within the time prescribed by the Bank or the Nominee to reply: (i) where the rights issue is not obligatory, the Customer shall be deemed to have irrevocably renounced all the rights and entitlements of the Customer regarding such rights issue in favour of the Bank or the Nominee for their own use and benefit absolutely and the Bank or the Nominee shall be entitled to deal with such rights issue in their own right and for their own benefit in whatever manner they deem fit without having to account to the Customer for the profits (if any); and (ii) where the rights issue is obligatory, the Bank or the Nominee may in their discretion either: (1) realise part of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the Nominee. (c) If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) shall apply as if the Customer has failed to instruct the Bank or the Nominee in time. (d) All shares allotted pursuant to the rights issue taken up by or on behalf of the Customer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) shall form part of the Registered Securities or Eligible Securities.

Rights Issue. Any rights issue arising from such Securities shall be dealt with Subject to fulfilment of the conditions set out in the following mannerClause 2.1: (a) The Bank or the Nominee will within a reasonable time after receipt directors of the relevant rights issue documents inform Company (or a duly established and authorised committee thereof) shall, on or before the Customer.Record Date, pass resolution to provisionally allot the Rights Shares nil-paid to the Qualifying Shareholders in the proportion of 2 (two) Rights Shares for every 1 (one) Consolidated Share held on the Record Date but the Rights Shares which, but for this Clause 3, would be provisionally allotted to the Excluded Shareholders shall be dealt with as mentioned below and that no fractions of Rights Shares shall be allotted; (b) If the Customer fails Company shall provisionally allot the Rights Shares which but for Clause 3.1(a) would be provisionally allotted in nil-paid form to instruct the Bank or Excluded Shareholders to a nominee of the Nominee within Company which shall arrange for the time prescribed sale of such nil-paid rights as soon as practicable after the commencement of dealings on the Stock Exchange in Rights Shares in nil-paid form if a net premium can be obtained therefor, and, if and to the extent that such rights can be so sold, the nominee shall thereafter account to the Company for the net proceeds of sale (after deducting the expenses of sale if any), which shall be distributed by the Bank or Company in Hong Kong dollars to the Nominee Excluded Shareholders pro rata provided that rounded down to replynearest cents, amounts of less than HK$100 shall not be so distributed but shall be retained for the benefit of the Company; and (c) no fractions of Rights Shares shall be allotted and the Company shall sell any Rights Shares created from the aggregation of fractions of Rights Shares in nil-paid form (if a net premium can be obtained therefor) and the net proceeds of sale (after deducting the expenses of sale, if any) shall be retained for the benefit of the Company. (d) The Rights Shares: (i) where the rights issue is provisionally allotted but not obligatory, the Customer shall be deemed to have irrevocably renounced all the rights and accepted; (ii) representing entitlements of the Customer regarding such Excluded Shareholders the rights issue in favour of the Bank or the Nominee for their own use and benefit absolutely and the Bank or the Nominee shall be entitled to deal with such rights issue in their own right and for their own benefit in whatever manner they deem fit without having which are not sold pursuant to account to the Customer for the profits (if anyClause 3.1(b); and (iiiii) where representing the rights issue is obligatoryaggregation of fractions of Rights Shares which are not sold pursuant to Clause 3.1(c), shall be offered to the Bank or the Nominee may in their discretion either: (1) realise part Qualifying Shareholders by means of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the NomineeExcess Application Forms. (c) If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) shall apply as if the Customer has failed to instruct the Bank or the Nominee in time. (d) All shares allotted pursuant to the rights issue taken up by or on behalf of the Customer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) shall form part of the Registered Securities or Eligible Securities.

Rights Issue. Any rights issue arising from such Securities Subject to the provisions of Clause 8.3: 8.2.1 In case of a Rights Issue of Shares ("Rights Issue") in accordance with this Agreement, ESTEL shall offer Shares in Rights Issue (the "Rights Shares") to the existing shareholders in proportion to their existing share holding in ESTEL. A Party shall be dealt with entitled to xxxxcribe either itself to its entitlement of such Rights shares or to renounce in favor of its affiliates or Investor Affiliate as defined hereinafter (who agree to be bound in writing by the following manner: (aterms of this Agreement) The Bank or the Nominee will within a reasonable time after receipt to any of the relevant rights issue documents inform the Customerother Parties to subscribe to its entitlement of such Rights Shares. 8.2.2 If a Party desires to get its entitlement of Rights Shares (bthe "non-subscribing party") If funded, it may renounce in favor of any Banks, mutual funds and any other financiers (the Customer fails "Investor Affiliate") to instruct subscribe to its entitlement of Rights Shares (the Bank or the Nominee within the time prescribed by the Bank or the Nominee to reply: "Loan Shares") provided (i) where such Investor Affiliate and the Non-Subscribing Party shall have entered into a firm buy-back agreement whereby the Investor Affiliate(s) has agreed to sell and the Non-Subscribing Party has agreed to buy back such Loan Shares within a period not exceeding 3 (three) years from the date of allotment of the Loan Shares to such Investor Affiliate(s) by ESTEL (ii) the Inxxxxxr Affiliate(s) shall have executed a Deed of Adherence in the form at Schedule "one" and (iii) the Investor Affiliate(s) shall not be entitled to transfer, assign, sell or otherwise encumber or dispose off or transfer such Loan Shares in any manner whatsoever during the said 3 (three) year period without giving to the other Parties the right of first refusal in accordance with Clause 10 below. During the said 3 (three) year period for so long as the Investor Affiliate(s) holds the Loan Shares, for the purposes of determining the rights issue is not obligatoryof the Non-Subscribing Party under this Agreement, the Customer aggregate of the Shareholding of such Non-Subscribing Party and Investor Affiliate(s) shall be deemed to have irrevocably renounced all be the rights and entitlements Share holding of such Non-Subscribing Party. 8.2 Should the Customer regarding such rights issue Non-Subscribing Party fail to acquire the Loan Shares within the 3 (three) year period referred to in favour of Clause 1.2 above, unless otherwise mutually agreed between the Bank or Parties, the Nominee for their own use and benefit absolutely and the Bank or the Nominee Investor Affiliate(s) shall be entitled to deal with retain such rights issue Loan Shares in their its own right and for their own benefit in whatever manner they deem fit without having but subject always to account to the Customer for the profits (if any); and (ii) where the rights issue is obligatory, the Bank or the Nominee may in their discretion either: (1) realise part of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the Nominee. (c) If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) this Agreement including Clause 8.4 below, and in such an event the Agreed Proportion shall apply as if be adjusted by deduction of the Customer has failed Loan Shares so retained or sold to instruct a person other than the Bank or the Nominee in time. (d) All shares allotted pursuant to Non-Subscribing Party, and the rights issue taken up by or on behalf of the Customer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) parties under this Agreement shall form part of the Registered Securities or Eligible Securitiesbe adjusted accordingly.

Rights Issue. Any rights issue arising from such Securities shall be dealt with in 4.1 Subject to the following mannerfulfilment of the Conditions, the Company shall: (a) The Bank or offer the Nominee will within a reasonable time after receipt Rights Shares to the Qualifying Shareholders by way of the relevant rights issue documents inform Rights Issue, on the Customer.basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.08 per Rights Share, payable in full on acceptance, by posting the Prospectus Documents to the Qualifying Shareholders on the Prospectus Posting Date; (b) If (if applicable) on the Customer fails Prospectus Posting Date, post the Prospectus marked “For information only” and a letter explaining the circumstances in which the Non- Qualifying Shareholders are not permitted to instruct participate in the Bank Rights Issue, without the PAL and the EAF to the Non-Qualifying Shareholders; and (c) deliver to the Underwriter a certified copy of the resolutions authorising the publication of the Prospectus on or before the Prospectus Posting Date. 4.2 Prior to the despatch of the Prospectus Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter a copy of the letters from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the Nominee within SFC to be contained in the time prescribed Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of full-paid Rights Shares shall be entitled to receive all future dividends and distributions which are declared, made or paid with the record date which falls on or after the date of allotment and issue of the Rights Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by the Bank Qualifying Shareholders such Rights Shares representing any Rights Shares for which the PAL (accompanied by the appropriate remittances which are honoured on first, or at the Nominee discretion of the Underwriting, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Prospectus Documents) has not been lodged prior to reply:the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to the Non-Qualifying Shareholders. (i) where 4.5 No fractional entitlements to the rights issue is not obligatory, Rights Shares will be issued to the Customer shall Shareholders and no entitlements of the Non-Qualifying Shareholders to the Rights Shares will be deemed issued to have irrevocably renounced all the rights Non-Qualifying Shareholders. The Rights Shares representing such fractional entitlements and entitlements of the Customer regarding such rights issue in favour of the Bank or the Nominee for their own use Non-Qualifying Shareholders will be aggregated and benefit absolutely and the Bank or the Nominee shall be entitled to deal with such rights issue in their own right and for their own benefit in whatever manner they deem fit without having to account to the Customer for the profits (if any); and (ii) where the rights issue is obligatory, the Bank or the Nominee may in their discretion either: (1) realise part of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the Nominee. (c) If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) shall apply as if the Customer has failed to instruct the Bank or the Nominee in time. (d) All shares allotted pursuant to the rights issue taken up by or on behalf of the Customer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) shall form part of the Registered Securities or Eligible SecuritiesUnderwriter.

Rights Issue. Any rights issue arising from such Securities Subject to the provisions of Clause 8.3: 8.2.1 In case of a Rights Issue of Shares ("Rights Issue") in accordance with this Agreement, ESTEL shall offer Sharex xx Rights Issue (the "Rights Shares") to the existing shareholders in proportion to their existing share holding in ESTEL. A Party shall be dealt with xxxxtled to subscribe either itself to its entitlement of such Rights shares or to renounce in favor of its affiliates or Investor Affiliate as defined hereinafter (who agree to be bound in writing by the following manner: (aterms of this Agreement) The Bank or the Nominee will within a reasonable time after receipt to any of the relevant rights issue documents inform the Customerother Parties to subscribe to its entitlement of such Rights Shares. 8.2.2 If a Party desires to get its entitlement of Rights Shares (bthe "non-subscribing party") If funded, it may renounce in favor of any Banks, mutual funds and any other financiers (the Customer fails "Investor Affiliate") to instruct subscribe to its entitlement of Rights Shares (the Bank or the Nominee within the time prescribed by the Bank or the Nominee to reply: "Loan Shares") provided (i) where such Investor Affiliate and the Non-Subscribing Party shall have entered into a firm buy-back agreement whereby the Investor Affiliate(s) has agreed to sell and the Non-Subscribing Party has agreed to buy back such Loan Shares within a period not exceeding 3 (three) years from the date of allotment of the Loan Shares to such Investor Affiliate(s) by ESTEL (ii) the Investor Affiliate(s) shall have executed a Deed of Adherence in the form at Schedule "one" and (iii) the Investor Affiliate(s) shall not be entitled to transfer, assign, sell or otherwise encumber or dispose off or transfer such Loan Shares in any manner whatsoever during the said 3 (three) year period without giving to the other Parties the right of first refusal in accordance with Clause 10 below. During the said 3 (three) year period for so long as the Investor Affiliate(s) holds the Loan Shares, for the purposes of determining the rights issue is not obligatoryof the Non-Subscribing Party under this Agreement, the Customer aggregate of the Shareholding of such Non-Subscribing Party and Investor Affiliate(s) shall be deemed to have irrevocably renounced all be the rights and entitlements Share holding of such Non-Subscribing Party. 8.2.3 Should the Customer regarding such rights issue Non-Subscribing Party fail to acquire the Loan Shares within the 3 (three) year period referred to in favour of Clause 1.2 above, unless otherwise mutually agreed between the Bank or Parties, the Nominee for their own use and benefit absolutely and the Bank or the Nominee Investor Affiliate(s) shall be entitled to deal with retain such rights issue Loan Shares in their its own right and for their own benefit in whatever manner they deem fit without having but subject always to account to the Customer for the profits (if any); and (ii) where the rights issue is obligatory, the Bank or the Nominee may in their discretion either: (1) realise part of the Securities to raise sufficient monies to pay for the subscription of such obligatory rights issue; or (2) pay on behalf of the Customer for such subscription and debit the subscription price to the Settlement Account(s). Any debit balance arising in the Settlement Account(s) shall be secured by the Securities and shall be repayable by the Customer on demand, together with interest thereon at such rate and calculated in such manner as are reasonably determined by the Bank or the Nominee. (c) If the Customer instructs the Bank or the Nominee to take up the rights issue by subscribing the requisite shares, the Bank or the Nominee is not obliged to do so unless and until sufficient immediate available funds have been received by the Bank or the Nominee within the time limit as set out in Paragraph 2.3(b) and in default thereof, the provisions of Paragraph 2.3(b) this Agreement including Clause 8.4 below, and in such an event the Agreed Proportion shall apply as if be adjusted by deduction of the Customer has failed Loan Shares so retained or sold to instruct a person other than the Bank or the Nominee in time. (d) All shares allotted pursuant to Non-Subscribing Party, and the rights issue taken up by or on behalf of the Customer (but excluding those which the Customer has renounced in favour of the Bank or the Nominee) parties under this Agreement shall form part of the Registered Securities or Eligible Securitiesbe adjusted accordingly.