Common use of STATUS AND TRANSFER Clause in Contracts

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the prior written approval of the board of directors of the Issuer (“Board”), the Note (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder may transfer the whole (but not part) of the Note to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Days of receipt of such documents from the Noteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note) as applicable and, if the Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note not assigned or transferred. 2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Note or any request therefor shall be borne by the Noteholder.

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note Bond constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note Bond on any stock exchange. 2.2 Subject to the prior written approval of the board of directors of the Issuer (“Board”), the Note Bond (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the NoteholderBondholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder Bondholder may transfer the whole (but not part) of the Note Bond to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Note Bond permitted under or otherwise pursuant to this Condition 2: (a) The Note Bond may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Noteholder Bondholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note Bond must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Days of receipt of such documents from the NoteholderBondholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note Bond (or the transferred or assigned part of the NoteBond) as applicable and, if the Note Bond is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note Bond not assigned or transferred. 2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Note Bond or any request therefor shall be borne by the NoteholderBondholder.

STATUS AND TRANSFER. 2.1 (a) The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank equally among themselves and pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable lawIssuer. No application will be made for a listing of the Note on the Stock Exchange or any stock or securities exchange. 2.2 Subject to the prior written approval of the board of directors of the Issuer (“Board”), the Note (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder may transfer the whole (but not part) of the Note to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate Note may be freely assigned and transferred PROVIDED THAT no assignment or transfer shall be made to a connected person (within the meaning ascribed thereto in the Listing Rules) of the Issuer without the prior approval of the Issuer and PROVIDED FURTHER THAT the principal amount to be assigned or transferred is at least HK$[1,000,000] and in integral multiples of HK$[1,000,000] unless the amount of the outstanding Note must is less than HK$[1,000,000] in which case the whole (but not part only) of that amount may be delivered assigned and transferred. (c) Subject to the foregoing provisions in Condition 2(b), the Note may be transferred or assigned in its entirety or in part at any time before the Maturity Date by delivering to the company secretary of the Issuer accompanied by: (i) a duly executed (and if requireddirectly, duly stamped) completed form of transfer substantially in the form annexed to this Certificate as Appendix B to these Conditions (“Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation”). The Issuer shallshall within five (5) Business Days after the duly completed Transfer Form, within three (3) Banking Days accompanied by this Certificate for the Note, has been received by the Issuer in accordance with this Condition, register the transfer of receipt of such documents from the NoteholderNote, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note) as applicable and, if the Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note not assigned or transferred. 2.5 . Any legal and other reasonable costs and expenses properly incurred by the Issuer in connection with any assignment or transfer or assignment of the Note or any request therefor shall be borne by the Noteholder. (d) The Issuer shall cause to be kept at its registered office in Bermuda (or other office outside Hong Kong notified to the Noteholder) a full and complete register of Noteholders and of any conversions, cancellation and destruction and of all replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes (the “Register”) on which the name and address of the Noteholders and the particulars of the Note and all transfer(s) of the Note shall be entered. No transfer of title to the Note will be effective unless and until entered on the Register. Title to the Note passes only by registration in the

STATUS AND TRANSFER. 2.1 3.1 The obligations of the Issuer Company arising under the Note Notes constitute general unsubordinatedgeneral, direct, unconditional unsecured and unsubordinated obligations of the Issuer Company and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer Company except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchangeNotes. 2.2 Subject 3.2 Except for any transfer of Notes to the Company for cancellation, no Notes may be transferred without the prior written approval consent of the board of directors Company to the relevant transfer. 3.3 Any transfer of the Issuer (“Board”), Notes permitted under Condition 3.2 shall be in respect of the Note whole or any part (in whole or multiples of HK$47,000,000) of the outstanding principal amount of the Notes. Title to the Notes passes only upon the cancellation of the existing Note Certificate and the issue of a new Note Certificate in part) may be transferred to any personaccordance with Condition 3.4. The decision Noteholder will (except as otherwise required by law) be treated as the absolute owner of the Board shall relevant Notes for all purposes (whether or not overdue and regardless of any notice of ownership, trust or any interest in the relevant Notes or any writing on, or the theft or loss of, the certificates issued in respect of them) and no person will be final, conclusive and binding on liable for so treating the Noteholder. 2.3 Notwithstanding anything herein 3.4 Subject to the contraryprovision of Condition 3.2, the Noteholder may transfer the whole (but not part) of the Note to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The a Note may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered delivery to the Issuer accompanied by: (i) Company of a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, together with the authority of that person or those persons to do so and a copy of certificate(s) for the constitutional document of such corporationNote(s) being transferred. The Issuer Company shall, within three (3) Banking two Business Days of receipt of such documents from the Noteholder, cancel the relevant existing Certificate and Note(s), issue a new certificate Note Certificate(s) in respect thereof under the seal of the Issuer, Company in favour of the transferee, register the transferee or assignee in respect as the registered holder of the Note Note(s) so transferred in the register of Noteholders maintained by the Company pursuant to Condition 3.6 and (or if applicable) endorse the transferred or assigned part certificate of the Note) as applicable and, if transferor with the Note is assigned or amount of the Notes so transferred. 3.5 The Notes can only be transferred in part onlyaccordance with the provisions of this Condition 3 and cannot be transferred to bearer on delivery. 3.6 The Company shall maintain and give a full and complete register of the Noteholders, issue a new certificate the conversion, cancellation and destruction of the Notes, the replacement Notes issued in substitution for any defaced, lost, stolen or destroyed Notes and of the names, addresses, facsimile numbers and bank accounts for receipt of payments under the Notes of all Noteholders from time to time (and a Noteholder shall supply such information to the Company before the relevant Notes are issued to it). The Company shall make available such register to any Noteholder for inspection at all reasonable times and will permit any Noteholder to copy the same. 3.7 Every Noteholder will be entitled to (a) certificate(s) for its Notes in the form or substantially in the form of that shown in Schedule 4. All such certificates shall be issued under the common seal of the Issuer, Company or under a facsimile seal adopted for that purpose. The Company shall comply with the provisions of such certificates and the Conditions in favour all respects and the Notes shall be held subject to such provisions and Conditions which shall be binding upon the Company and the Noteholders and all persons claiming through or under them respectively. 3.8 The Company hereby acknowledges and covenants that the benefit of the transferor in relation to covenants, obligations and conditions on the part of or binding upon it contained in this Instrument shall enure to each and every Noteholder. Save as expressly provided for in this Instrument, each Noteholder shall be entitled severally to enforce the Note not assigned or transferred. 2.5 Any legal said covenants, obligations and other costs and expenses incurred by conditions against the Issuer in connection with Company insofar as each such Noteholder’s Notes are concerned, without the need to join the allottee of any transfer or assignment of the such Note or any request therefor shall be borne by intervening or other Noteholder in the Noteholderproceedings for such enforcement.

STATUS AND TRANSFER. 2.1 The obligations of the Issuer Company arising under the this Note constitute general unsubordinatedgeneral, directunconditional, unconditional unsecured unsecured, unsubordinated obligations of the Issuer Company and rank, and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer Company except for obligations accorded preference by mandatory provisions of applicable law. No application will shall be made for a listing of the Note on any stock exchangethis Note. 2.2 Subject This Note or any part(s) thereof may be assigned or transferred to any third party which is not a connected person (as that term is defined in the Listing Rules) of the Company, subject only to compliance of the conditions hereunder and further subject to the prior written conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange (and any other stock exchange on which the Shares may be listed at the relevant time) or their rules and regulations; (b) the approval for listing in respect of the board Conversion Shares; and (c) all applicable laws and regulations. 2.3 Any assignment or transfer of directors this Note shall be in respect of the Issuer (“Board”), the Note (in whole or in partany part(s) may of the outstanding principal amount of this Note. The Company shall facilitate any such assignment or transfer, including making any necessary applications to the Stock Exchange for approval. 2.4 Notwithstanding any other provisions of this Condition 2, this Note or any part(s) thereof shall not be transferred to any person. The decision of company or other person which is a connected person (as defined in the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder may transfer the whole (but not partListing Rules) of the Note to its Affiliate for the purpose of internal reorganisation onlyCompany. 2.4 2.5 In relation to any assignment or transfer of the this Note permitted under or otherwise pursuant to this Condition 2: (a) The this Note or any part(s) thereof may only be transferred by execution of a form of transfer (“the "Transfer Form”") which shall be in a the form previously agreed between annexed to the Issuer and the Noteholder Conditions by the transferor and the transferee (or their duly authorised representatives). In this Condition, “"transferor” " shall, where the context permits or requires, include joint transferors or can be construed accordingly.; (b) The Certificate of the this Note must be delivered to the Issuer Company accompanied by: : (i) a duly executed (and if required, duly stamped) Transfer Form; and ; (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so so; and a copy of the constitutional document of such corporation. The Issuer Company shall, within three two (32) Banking Business Days of receipt of such documents from the Noteholder, cancel the existing Certificate certificate for this Note and issue a new certificate for this Note or any part(s) thereof under the seal of the IssuerCompany in respect of the whole or such part(s) of the principal amount of this Note so transferred, in favour of the transferee or assignee as applicable and (if appropriate) issue to the Noteholder a new certificate for such part of this Note under seal of the Company in respect of any balance thereof retained by the Note (or Noteholder; and the transferred or assigned part Company shall maintain outside Hong Kong and give a full and complete register of the Noteholders, the conversion, cancellation and destruction of this Note) as applicable and, if the Note is assigned any replacement certificate issued in substitution for any defaced, lost, stolen or transferred in part only, issue a new destroyed certificate under the seal and of the Issuer, in favour details of the transferor in relation all Noteholders from time to the part of the Note not assigned or transferredtime. 2.5 2.6 Any reasonable legal and other costs and expenses which may be properly incurred by the Issuer Company in connection with any transfer or assignment of the this Note or any part(s) thereof or any request therefor shall be borne by the Noteholder.

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange (and any other stock exchange on which the Shares may be listed at the relevant time) or their rules and regulations; (b) the approval for listing in respect of the Conversion Shares; and (c) all applicable laws and regulations, the Note may (subject further to Condition 2.4) be transferred to any Affiliate of the Noteholder. 2.3 Any assignment or transfer of the Note shall be of the whole or any part of the outstanding principal amount of the Note in whole multiples of HK$1,000,000 and the Issuer shall use all reasonable endeavours to facilitate any such assignment or transfer of the Note, including making any necessary applications to the Stock Exchange for approval. 2.4 Notwithstanding any other provisions of this Condition 2, without the prior written approval of the board of directors Issuer (which may be granted or withheld at the absolute discretion of the Issuer and subject to such reasonable conditions as the Issuer sees fit) and (“Board”)if required) the Stock Exchange, the Note (in whole or in part) may any part thereof shall 158 not be transferred to any person. The decision of company or any other person which is a connected person (as defined in the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein to the contrary, the Noteholder may transfer the whole (but not partListing Rules) of the Note Issuer other than to its an Affiliate for of the purpose of internal reorganisation onlyVendor. 2.4 2.5 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer (“"Transfer Form”") which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “"transferor” " shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Business Days of receipt of such documents from the Noteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note) as applicable and, if the Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note not assigned or transferred. 2.5 (c) The total amount of interest payable by the Issuer under the Note shall not in any manner be increased as a result of the assignment or transfer. 2.6 For the purpose of this Condition 2, if the Noteholder shall cease to be an Affiliate of the Vendor, it shall be regarded as a transfer of the Note, and the Noteholder shall procure that the conditions, requirements and other provisions regarding transfer under this Condition 2 shall be followed and complied with (to the extent that they are applicable), by the beneficial owner of the Note and/or by its ultimate controller and ultimate beneficial shareholder, as the case may be. 2.7 It shall be a condition of any transfer of the Note or any part thereof to a transferee who is an Affiliate of the Noteholder that in the event that the transferee ceases to be an Affiliate of the Noteholder, the transferee shall transfer the Note and the Noteholder shall procure that the Note shall be transferred to a party who is an Affiliate of the original Noteholder. It shall be a term of every transfer of this Note under this Condition 2.7 that a Noteholder shall remain bound by this Condition notwithstanding any transfer by it of the whole or any part of this Note. 2.8 Any reasonable legal and other costs and expenses properly incurred by the Issuer in connection with any transfer or assignment of the Note or any request 159 therefor shall be borne by the Noteholder.

STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Note constitute general unsubordinated, direct, unconditional unconditional, unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Note on any stock exchange. 2.2 Subject to the prior written conditions, approvals, requirements and any other provisions of or under: (a) the Stock Exchange (and any other stock exchange on which the Issuer's Shares may be listed at the relevant time) or their rules and regulations; (b) the approval for listing in respect of the board of directors of the Issuer Conversion Shares; and (“Board”)c) all applicable laws and regulations, the Note may (in whole or in partsubject further to Condition 2.4) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the Noteholder. 2.3 Notwithstanding anything herein Any assignment or transfer of the Note shall be of the whole or any part of the outstanding principal amount of the Note in whole multiples of HK$1,000,000 and the Issuer shall use all reasonable endeavours to facilitate any such assignment or transfer of the Note, including making any necessary applications to the contraryStock Exchange for approval. As a condition precedent to any such assignment or transfer (other than an assignment or transfer of the entire Note), the Noteholder and the Issuer shall execute such deed or other document as may transfer be necessary or desirable in the whole (but not part) reasonable opinion of the Issuer: (i) to provide for a new form of the Conditions by excluding cross-references to the Agreement; (ii) to provide for meetings of holders of Notes of the same series (being Notes derived from this Note); and (iii) to amend the terms of this Note so that (where the consent, agreement or approval of the Noteholder is required under these Conditions) the approval by a simple majority of the Noteholders notified to its Affiliate for the purpose Issuer shall suffice and the right of internal reorganisation onlythe Noteholder under Condition 10 may not be exercisable unless a simple majority of the Noteholders approving the exercise of such right shall have been obtained. For this purpose, "simple majority" of the Noteholders shall be a resolution passed by not less than holders of 50% of the principal amount of the Notes then outstanding and attending the meeting of Noteholders (or by way of a written confirmation signed by the relevant majority of Noteholders). 2.4 In relation to any assignment or transfer of the Note permitted under or otherwise pursuant to this Condition 2: (a) The Note may only be transferred by execution of a form of transfer (“"Transfer Form”") which shall be in a form previously agreed between the Issuer and the Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “"transferor” " shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Business Days of receipt of such documents from the Noteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note (or the transferred or assigned part of the Note) as applicable and, if the Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Note not assigned or transferred. 2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Note or any request therefor shall be borne by the Noteholder.