Unassociated Document

Final Form

TERMS AND CONDITIONS OF THE BONDS

The following is the text of the Conditions of the Bonds which (subject to modification and except for the paragraphs in italics) will be endorsed on the Certificates issued in respect of the Bonds.

The issue of the US$8,000,000 aggregate principal amount of Variable Rate Convertible Bonds due 2012 (the “Bonds”, which term shall include, unless the context requires otherwise, any further Bonds issued in accordance with Condition 17 and consolidated and forming a single series therewith) of Asia Time Corporation (the “Issuer”) and the right of conversion into Shares (as defined in Condition 6(A)(v)) were authorised by resolutions of the board of directors of the Issuer passed on November 9, 2007. The Bonds are constituted by a trust deed dated November 13, 2007 (the “Trust Deed”) made between the Issuer and The Bank of New York, London Branch as trustee for the holders of the Bonds (the “Trustee”, which term shall, where the context so permits, include all other persons or companies for the time being acting as trustee or trustees under the Trust Deed) and are subject to the paying and conversion agency agreement dated November 13, 2007 (the “Agency Agreement”) with the Trustee, The Bank of New York, London Branch as principal paying, conversion and transfer agent (the “Principal Agent”), The Bank of New York as registrar (the “Registrar”) and the other paying, conversion and transfer agents appointed under it (each a “Paying Agent”, “Conversion Agent”, “Transfer Agent”, and together with the Registrar and the Principal Agent, the “Agents”) relating to the Bonds. References to the “Principal Agent”, “Registrar” and “Agents” below are references to the principal agent, registrar and agents for the time being for the Bonds. The statements in these terms and conditions of the Bonds (these “Conditions”) include summaries of, and are subject to, the detailed provisions of the Trust Deed. Unless otherwise defined, terms used in these Conditions have the meaning specified in the Trust Deed. Copies of the Trust Deed and of the Agency Agreement are available for inspection during normal business hours at the registered office of the Trustee being as at the date hereof at One Canada Square, London, E14 5AL, United Kingdom and at the specified offices of each of the Agents. The Bondholders are entitled to the benefit of the Trust Deed and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them.

1.	Status

The Bonds constitute direct, unsubordinated, unconditional and (subject to the provisions of Condition 5) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 5, at all times rank at least equally with all of its other present and future unsecured and unsubordinated obligations (other than any obligations preferred by mandatory provisions of applicable law).

2.	Form and Denomination

The Bonds are issued in registered form in the denomination of US$1,000 each. A Bond certificate (each a “Certificate”) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Bond and each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the Register (as defined in Condition 4(A)) which the Issuer will procure to be kept by the Registrar.

Upon issue, the Bonds will be represented by a global certificate (the “Global Certificate”) deposited with a common depositary for, and representing Bonds registered in the name of a common nominee of, Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”) and/or any other relevant clearing system (each a “Clearing System”).

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Title

Title to the Bonds passes only by transfer and registration in the register of Bondholders as described in Condition 4. The holder of any Bond will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, “Bondholder” and (in relation to a Bond) “holder” mean the person in whose name a Bond is registered.

4.	Transfers of Bonds; Issue of Certificates

A.	*Register*

The Issuer will cause to be kept at the specified office outside the United Kingdom of the Registrar and in accordance with the terms of the Agency Agreement a register on which shall be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers of the Bonds (the “Register”). Each Bondholder shall be entitled to receive only one (1) Certificate in respect of its entire holding of Bonds.

B.	*Transfer*

Subject to the terms of the Agency Agreement, a Bond may be transferred by delivery of the Certificate issued in respect of that Bond, with the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing, to the specified office of the Registrar or any of the Agents. No transfer of a Bond will be valid unless and until entered on the Register.

C.	*Delivery of New Certificates*

Each new Certificate to be issued upon a transfer of Bonds will, within three (3) business days of receipt by the Registrar or, as the case may be, any other relevant Agent of the form of transfer, be made available for collection at the specified office of the Registrar or such other relevant Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder) to the address specified in the form of transfer.

Where only part of a principal amount of the Bonds (being that of one (1) or more Bonds) in respect of which a Certificate is issued is to be transferred or converted, a new Certificate in respect of the Bonds not so transferred or converted will, within three (3) business days of delivery of the original Certificate to the Registrar or other relevant Agent, be made available for collection at the specified office of the Registrar or such other relevant Agent or, if so requested in the form of transfer, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred or converted (but free of charge to the holder) to the address of such holder appearing on the Register.

For the purposes of Condition 4, “business day” shall mean a day other than a Saturday or Sunday on which banks are open for business in the city in which the specified office of the Registrar (if a Certificate is deposited with it in connection with a transfer or conversion) or the Agent with whom a Certificate is deposited in connection with a transfer or conversion, is located.

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D.	*Formalities Free of Charge*

Registration of transfer of Bonds will be effected without charge by or on behalf of the Issuer or any of the Agents, but upon payment (or the giving of such indemnity as the Issuer or any of the Agents may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer.

E.	*Closed Periods*

No Bondholder may require the transfer of a Bond to be registered (i) during the period of seven (7) days ending on (and including) the dates for payment of any principal and/or premium (if any) pursuant to the Conditions; (ii) after a Conversion Notice (as defined in Condition 6(B)) has been delivered with respect to a Bond; or (iii) after a Tax Redemption Notice (as defined in Condition 9(C)) or a Relevant Event Redemption Notice (as defined in Condition 9(D)) has been deposited in respect of such Bond.

F.	*Regulations*

All transfers of Bonds and entries on the register of Bondholders will be made subject to the detailed regulations concerning transfer of Bonds scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Bondholder upon request.

5.	Negative Pledge

A.	*Negative Pledge*

The Issuer undertakes that, so long as any of the Bonds remains outstanding (as defined in the Trust Deed) or any amount is due under or in respect of any Bond or otherwise under the Trust Deed, it will not, and will procure that none of its Subsidiaries will, create or permit to subsist or arise any Encumbrance upon the whole or any part of their respective present or future assets or revenues to secure any Relevant Indebtedness of the Issuer or any Subsidiary of the Issuer or to secure any guarantee of or indemnity in respect of any such Relevant Indebtedness unless, at the same time or prior thereto, the Issuer’s obligations under the Bonds are secured by the same Encumbrance or have the benefit from a guarantee or indemnity in substantially identical terms thereto or, at the option of the Issuer, by such other security, guarantee, indemnity or other arrangement as the Bondholders may approve by Extraordinary Resolution (as defined in the Trust Deed).

B.	*Interpretation*

In these Conditions:

(i)

any reference to an “Encumbrance” is to a mortgage, charge, pledge, lien or other encumbrance or security interest securing any obligation of any person;

(ii)

any reference to “Relevant Indebtedness” is to any future or present indebtedness in the form of or represented by debentures, loan stock, bonds, notes, bearer participation certificates, depository receipts, certificates of deposit or other similar securities or instruments or by bills of exchange drawn or accepted for the purpose of raising money which are, or are issued with the intention on the part of the Issuer or any Subsidiary of the Issuer that they should be, quoted, listed, ordinarily dealt in or traded on any stock exchange or over the counter or on any other securities market (whether or not initially distributed by way of private placement); and

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(iii)

any reference to a “Subsidiary” of any person is to any company or other business entity of which that person owns or controls (either directly or through one (1) or more other Subsidiaries) more than fifty percent (50%) of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or other business entity or any company or other business entity which at any time has its accounts consolidated with those of that person or which, under United States or other relevant law, regulations or generally accepted accounting principles from time to time, should have its accounts consolidated with those of that person.

6.	Conversion

A.	*Conversion Right*

(i)	Conversion Period: Subject as hereinafter provided, Bondholders have the right to convert their Bonds into Shares at any time during the Conversion Period referred to below.

The right of a Bondholder to convert any Bond into Shares is called the “Conversion Right”. Subject to and upon compliance with, the provisions of this Condition, the Conversion Right attaching to any Bond may be exercised, at the option of the holder thereof, at any time on and after 365 days after the date the Issuer’s Shares commence trading on the American Stock Exchange (“AMEX”) or an Alternative Major Stock Exchange (as defined in Condition 6(C) below) (the “Listing Date”) up to the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on November 6, 2012 (but, except as provided in Condition 6(A)(iv), in no event thereafter) or if such Bond shall have been called for redemption before the Maturity Date (as defined in Condition 9(A)), then up to the close of business (at the place aforesaid) on a date no later than seven (7) business days (in the place aforesaid) prior to the date fixed for redemption thereof (the “Conversion Period”).

The number of Shares to be issued on conversion of a Bond will be determined by dividing the principal amount of the Bond to be converted by the Conversion Price in effect at the Conversion Date (both as hereinafter defined). A Conversion Right may only be exercised in respect of one (1) or more Bonds. If more than one (1) Bond held by the same holder is converted at any one (1) time by the same holder, the number of Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Bonds to be converted.

(ii)

Fractions of Shares: Fractions of Shares will not be issued on conversion and no cash adjustments will be made in respect thereof. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after November 13, 2007 which reduces the number of Shares outstanding, the Issuer will upon conversion of Bonds pay in cash (in US dollars by means of a US dollar cheque drawn on a bank in New York) a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in Condition 6(A)(i), as corresponds to any fraction of a Share not issued as a result of such consolidation or re-classification aforesaid if such sum exceeds US$10.00.

(iii)

Conversion Price: The price at which Shares will be issued upon conversion (the “Conversion Price”) will initially be the price per Share at which Shares are sold in the IPO (the “IPO Price”) but will be subject to adjustment in the manner provided in Conditions 6(C) and 6(D). IPO means a public offering of the Shares of the Issuer on AMEX with minimum gross proceeds of US$2,000,000. If no IPO has occurred prior to conversion, the Conversion Price will be deemed to be US$2.00 as of November 13, 2007 (the “Closing Date”), subject to adjustment in the manner provided in Conditions 6(C) and 6(D).

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(iv)

Revival and/or survival after Default: Notwithstanding the provisions of Condition 6(A)(i), if (a) the Issuer shall default in making payment in full in respect of any Bond which shall have been called for redemption on the date fixed for redemption thereof, (b) any Bond has become due and payable prior to the Maturity Date by reason of the occurrence of any of the events under Condition 11 or (c) any Bond is not redeemed on the Maturity Date in accordance with Condition 9(A), the Conversion Right attaching to such Bond will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Principal Agent or the Trustee and notice of such receipt has been duly given to the Bondholders and, notwithstanding the provisions of Condition 6(A)(i), any Bond in respect of which the Certificate and Conversion Notice (as defined below) are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined below) notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Principal Agent or the Trustee before such Conversion Date or that the Conversion Period may have expired before such Conversion Date.

(v)

Meaning of Shares: As used in these Conditions, the expression “Shares” means shares of common stock of the Issuer or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer.

B.	*Conversion Procedure*

(i)

Conversion Notice: To exercise the Conversion Right attaching to any Bond, the holder thereof must complete, execute and deliver at his own expense during normal business hours at the specified office of any Conversion Agent a notice of conversion (a “Conversion Notice”) in duplicate in the form (for the time being current) obtainable from the specified office of each Agent, together with the relevant Certificate and any amounts required to be paid by the Bondholder under Condition 6(B)(ii).

The conversion date in respect of a Bond (the “Conversion Date”) must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of Condition 6(A)(iv) above) and will be deemed to be the Stock Exchange Business Day (as defined below) immediately following the date of the surrender of the Certificate in respect of such Bond and delivery of such Conversion Notice and, if applicable, any payment or indemnity required to be made or given under these Conditions in connection with the exercise of such Conversion Right. A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents in writing to such withdrawal. “Stock Exchange Business Day” means any day (other than a Saturday or Sunday) on which AMEX or the Alternative Stock Exchange (as defined in Condition 6(C) below), as the case may be, is open for business of dealing in securities.

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(ii)

Stamp Duty etc.: As conditions precedent to conversion, a Bondholder delivering a Certificate in respect of a Bond for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital or stamp duties payable in the United States, the People’s Republic of China or England and, if relevant, in the place of the Alternative Stock Exchange, by the Issuer in respect of the allotment and issue of Shares and listing of the Shares on AMEX or the Alternative Stock Exchange on conversion) (the “Taxes”) and such Bondholder must also pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond in connection with such conversion. The Issuer will pay all other expenses arising on the issue of Shares on conversion of Bonds. The Bondholder (and, if applicable, the person other than the Bondholder to whom the Shares are to be issued) must provide the Conversion Agent with details of the relevant tax authorities to which the Conversion Agent must pay monies received in settlement of Taxes payable pursuant to this Condition 6(B)(ii). The Conversion Agent is under no obligation to determine whether a Bondholder is liable to pay any Taxes including capital, stamp, issue, registration or similar taxes and duties or the amounts payable (if any) in connection with this Condition 6(B)(ii).

(iii)

Registration: As soon as practicable, and in any event not later than seven (7) Trading Days (as defined below) after the Conversion Date, the Issuer will, procure that the relevant number of Shares are allotted to and registered in the name of the nominee of a depositary common to Euroclear and Clearstream for credit to the securities account designated for the purpose in the Conversion Notice for so long as the Shares are listed on AMEX.

If the Conversion Date in relation to any Bond shall be on or after a date with effect from which an adjustment to the Conversion Price takes retroactive effect pursuant to any of the provisions referred to in Condition 6(C) and the Trust Deed, and the relevant Registration Date (as defined below) falls on a date when the relevant adjustment has not yet been reflected in the then current Conversion Price, the provisions of this sub-paragraph (iii) shall be applied, mutatis mutandis, to such number of Shares as is equal to the excess of the number of Shares which would have been required to be issued on conversion of such Bond if the relevant retroactive adjustment had been given effect as at the said Registration Date over the number of Shares previously issued (or which the Issuer was previously bound to issue) pursuant to such conversion.

The person or persons specified for that purpose will become the holder on record of the number of Shares issuable upon conversion with effect from the date he is or they are registered as such in the Issuer’s register of members (the “Registration Date”). The Shares issued upon conversion of the Bonds will in all respects rank pari passu with the Shares in issue on the relevant Registration Date. Save as set out in these Conditions, a holder of Shares issued on conversion of Bonds shall not be entitled to any rights the record date for which precedes the relevant Registration Date. Upon delivery of the Shares in satisfaction of the Conversion Right of any Converting Bondholder and the completion of such registration in accordance with this Condition 6(B), the right of such Converting Bondholder to repayment of the principal amount of the Bonds so converted shall extinguish.

If the record date for the payment of any dividend or other distribution in respect of the Shares is on or after the Conversion Date in respect of any Bond, but before the Registration Date (disregarding any retroactive adjustment of the Conversion Price referred to in this sub-paragraph (iii) prior to the time such retroactive adjustment shall have become effective), the Issuer will pay to the converting Bondholder or his designee an amount (the “Equivalent Amount”) equal to any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven (7) days thereafter. The Equivalent Amount shall be paid by means of a U.S. dollar cheque drawn on a bank in New York and sent to the address specified in the relevant Conversion Notice.

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C.	*Adjustments to Conversion Price*

The Conversion Price will be subject to adjustment in the following events as set out in the Trust Deed:

(1)

Consolidation, Subdivision or Reclassification: If and whenever there shall be an alteration to the nominal value of the Shares as a result of consolidation, subdivision or reclassification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such alteration by the following fraction:

Where:

is the nominal amount of one (1) Share immediately after such alteration; and

is the nominal amount of one (1) Share immediately before such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

(2)

Capitalisation of Profits or Reserves: If and whenever the Issuer shall issue any Shares credited as fully paid to the holders of Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account) including, Shares paid up out of distributable profits or reserves and/or share premium account issued (except any Scrip Dividend (as defined below)) and which would not have constituted a Capital Distribution (as defined below), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

Where:

is the aggregate nominal amount of the issued Shares immediately before such issue; and

is the aggregate nominal amount of the issued Shares immediately after such issue.

Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date.

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(3)

Capital Distributions: If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders (except to the extent that the Conversion Price falls to be adjusted under Condition 6(C)(2) above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:

A - B

Where:

is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and

is the Fair Market Value (as defined below) on the date of such announcement of the portion of the Capital Distribution attributable to one (1) Share.

Such adjustment shall become effective on the date that such Capital Distribution is actually made or if a record date is fixed therefor, immediately after such record date.

When the Capital Distribution is by means of distribution of a cash dividend such cash dividend shall be regarded as a Capital Distribution and shall be fully taken into account in the determination of the Fair Market Value of the portion of the Capital Distribution attributable to one (1) Share.

(4)

Rights Issues of Shares or Options over Shares: If and whenever the Issuer shall issue Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, in each case at less than the Current Market Price per Share on the last Trading Day preceding the date of the announcement of the terms of the issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A + B

A + C

Where:

is the number of Shares in issue immediately before such announcement;

is the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Shares comprised therein would subscribe for, purchase or otherwise acquire at such Current Market Price per Share; and

is the aggregate number of Shares issued or, as the case may be, comprised in the grant.

Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be).

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(5)

Rights Issues of Other Securities: If and whenever the Issuer shall issue any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares) to all or substantially all Shareholders as a class by way of rights or grant to all or substantially all Shareholders as a class by way of rights, of options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

A - B

Where:

is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue or grant is publicly announced; and

is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be).

(6)

Issues at less than Conversion Price: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 6(C)(4) above) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares) or shall issue or grant (otherwise than as mentioned in Condition 6(C)(4) above) options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares in each case at a price per Share which is less than the Conversion Price in effect at the time of such issue, then, in such event, the Conversion Price shall be reduced, concurrently with such issue or grant, to a price equal to the consideration per share for which such Shares are or will be issued. If such Shares are issued for no consideration, then the consideration per share shall be deemed to be the then current par value of each Share.

Determination of Consideration: For purpose of this Condition 6(C)(6), the consideration received by the Issuer for the issue of any such Shares shall be computed as follows:

(A)

in so far as such consideration consists of cash, it shall be computed at the aggregate amount of cash received by the Issuer;

(B)

in so far as such consideration consists of property other than cash, it shall be computed at the fair value thereof at the time of such issue, as determined in good faith by the directors of the Issuer (the “Directors”); provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and

(C)

in the event the Shares are issued together with other shares or securities or other assets of the Issuer for consideration which covers both the proportion of such consideration so received with respect to such Shares, shall be computed as provided in Clauses (A) and (B) above, as determined in good faith by the Directors.

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References to additional Shares in the above formula shall, in the case of an issue by the Issuer of options, warrants or other rights to subscribe or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the issue of such options, warrants or other rights.

(7)

Other Issues at less than Conversion Price: Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Condition 6(C)(7), if and whenever the Issuer or any of its Subsidiaries (otherwise than as mentioned in Conditions 6(C)(4), 6(C)(5) or 6(C)(6)), or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries) any other company, person or entity shall issue any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Issuer upon conversion, exchange or subscription at a consideration per Share which is less than the Conversion Price in effect at the time of issue of such securities, then, in such event, the Conversion Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share receivable by the Issuer for the Shares to be issued on conversion or exchange or on exercise of the right of subscription determined by reference to the maximum number of Shares to be issued on conversion, exchange or subscription at the minimum conversion, exchange or subscription price. If such Shares are issued for no consideration, then the consideration per share shall be deemed to be the then current par value of each Share.

Determination of Consideration: For purpose of this Condition 6(C)(7), the consideration receivable by the Issuer for the issue of any such Shares shall be computed as follows:

(A)

in so far as such consideration consists of cash, it shall be computed at the aggregate amount of cash received by the Issuer;

(B)

in so far as such consideration consists of property other than cash, it shall be computed at the fair value thereof at the time of such issue, as determined in good faith by the Directors; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and

(C)

Such adjustment shall become effective on the date of issue of such securities

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(8)

Modification of Rights of Conversion etc.: If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Condition 6(C)(7) (other than in accordance with the terms of such securities) so that the consideration per Share (for the number of Shares available on conversion, exchange or subscription following the modification) is reduced and is less than the Conversion Price in effect at the time of such modification, the Conversion Price shall be reduced, concurrently with such modification, to a price equal to the modified consideration per share receivable by the Issuer for the Shares to be issued on conversion or exchange or on exercise of the right of subscription determined by reference to the maximum number of Shares to be issued on conversion, exchange or subscription at the minimum conversion, exchange or subscription price. If such Shares are issued for no consideration, then the consideration per share shall be deemed to be the then current par value of each Share.

Determination of Consideration: For purpose of this Condition 6(C)(8), the consideration receivable by the Issuer for the issue of any such Shares shall be computed as follows:

(A)

in so far as such consideration consists of cash, it shall be computed at the aggregate amount of cash received by the Issuer;

(B)

(C)

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(9)

Other Offers to Shareholders: If and whenever the Issuer or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries) any other company, person or entity issues, sells or distributes any securities in connection with which an offer to which the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under Condition 6(C)(4), Condition 6(C)(5), Condition 6(C)(6) or Condition 6(C)(7)), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A - B

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Where:

is the Current Market Price of one (1) Share on the last Trading Day preceding the date on which such issue is publicly announced; and

is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one (1) Share.

Such adjustment shall become effective on the date of issue of the securities.

(10)

Other Events: If the Issuer determines that a downward adjustment should be made to the Conversion Price as a result of one (1) or more events or circumstances not referred to in this Condition 6, the Issuer shall, at its own expense, consult an independent investment bank of international repute (acting as expert), selected by the Issuer and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof, if the adjustment would result in a reduction in the Conversion Price, and the date on which such adjustment should take effect and upon such determination by the independent investment bank such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Condition 6 have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 6 as may be advised by the independent investment bank to be in their opinion appropriate to give the intended result.

For the purposes of these Conditions:

Alternative Stock Exchange means at any time, in the case of the Shares, if they are not at that time listed and traded on AMEX, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in.

Alternative Major Stock Exchange means The New York Stock Exchange or NASDAQ.

Average Closing Price is the arithmetic average of the Closing Price per Share for each Trading Day during the Relevant Period.

Capital Distribution means any dividend or distribution of cash or assets in specie or other property, and whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of shares or other securities credited as fully or partly paid (other than Shares credited as fully paid to the extent any adjustment to the Conversion Price is made in respect thereof under Condition 6(C)(2)) by way of capitalisation of reserves).

Closing Price for the Shares for any Trading Day shall be the price quoted by AMEX or, as the case may be, the equivalent quotation sheet of an Alternative Stock Exchange for such day.

Current Market Price means, in respect of a Share on a particular date, the average of the Closing Prices for one (1) Share (being a Share carrying full entitlement to dividend) for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding such date, provided that if at any time during the said five (5) Trading Day period the Shares shall have been quoted ex-dividend and during some other part of that period the Shares shall have been quoted cum-dividend then:

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(i)

if the Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Share; or

(ii)	if the Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount;

and provided further that if the Shares on each of the said five (5) Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Share.

Dividend means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes, without limitation, an issue of Shares or other securities credited as fully or partly paid up) provided that:

(i)

where a cash Dividend is announced which is to be, or may at the election of a holder or holders of Shares be, satisfied by the issue or delivery of Shares or other property or assets, then, the Dividend in question shall be treated as a Dividend of (a) the cash Dividend so announced, or (b) the Current Market Price on the date of announcement of such Dividend, of such Shares or the Fair Market Value of other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of Shares elected therefor, regardless of whether any such election is made) if the Current Market Price of such Shares or the Fair Market Value of other property or assets is greater than the cash Dividend so announced; and

(ii)	any issue of Shares falling within Condition 6(C)(2) shall be disregarded.

Fair Market Value means, with respect to any assets, security, option, warrants or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an independent investment bank of international repute (acting as expert) selected by the Issuer and approved in writing by the Trustee, provided that (i) the fair market value of a cash dividend paid or to be paid per Share shall be the amount of such cash dividend per Share determined as at the date of announcement of such dividend; (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such investment banks) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five (5) Trading Days on the relevant market commencing on the first such Trading Day such options, warrants or other rights are publicly traded.

Relevant Cash Dividend means any cash dividend specifically declared by the Issuer.

Scrip Dividend means any Shares issued in lieu of the whole or any part of any Relevant Cash Dividend, being a dividend which the Shareholders concerned would or could otherwise have received and which would not have constituted a Capital Distribution (and for the avoidance of doubt to the extent that no adjustment is to be made under Condition 6(C)(3) in respect of the amount by which the Current Market Price of the Shares exceeds the Relevant Cash Dividend or part thereof).

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Total Current Dividend means any and all cash dividends or other distributions charged or provided for in the accounts of the Issuer, prior to the deduction of any withholding tax and any corporate tax attributable to that dividend, in the period starting from the beginning of the fiscal year in which the record date set for the dividend that may result in an adjustment falls and ending on and including that record date (including the dividend that may result in an adjustment), other than any dividend or portion thereof which previously resulted in an adjustment under this Condition 6(C).

Trading Day means a day when AMEX or, as the case may be an Alternative Stock Exchange, is open for business of dealing in securities, provided that if no Closing Price is reported for one (1) or more consecutive dealing days such day or days will be disregarded in any relevant calculation and shall be deemed not have existed when ascertaining any period of dealing days.

No adjustment will be made to the Conversion Price (i) when Shares or other securities (including rights or options) are issued, offered or granted to employees (including directors) of the Issuer or any of its Subsidiaries pursuant to any Employee Share Scheme (as defined in the Trust Deed) (and which Employee Share Scheme (a) is in compliance with the listing rules of AMEX or, if applicable, the listing rules of an Alternative Stock Exchange; and (b) does not amount to, relate to, or entitle such persons to receive, Shares in excess of ten percent (10%) of the average number of issued and outstanding Shares during any twelve (12) months); or (ii) as a result of the issuance on the date hereof of the warrants to purchase 600,000 Shares (the “Warrants”) issued to ABN AMRO Bank, N.V. (“ABN AMRO”) or any exercise of such Warrants.

On any adjustment, the relevant Conversion Price, if not an integral multiple of one (1) United States cent, shall be rounded down to the nearest United State cent. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than one percent (1%) of the Conversion Price then in effect. Any adjustment not required to be made, and any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment. Notice of any adjustment shall be given to Bondholders in accordance with Condition 18 as soon as practicable after the determination thereof.

Notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to Conditions 6(C)(6), 6(C)(7), 6(C)(8), 6(C)(9) and 6(C)(10) to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).

Where more than one (1) event which gives or may give rise to an adjustment to the Conversion Price occurs within such a short period of time that in the opinion of an independent investment bank of international repute (acting as expert), selected by the Issuer and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such independent investment bank to be in their opinion appropriate in order to give such intended result. No adjustment involving an increase in the Conversion Price will be made, except in the case of a consolidation of the Shares as referred to in Condition 6(C)(1) above or a Conversion Price reset as referred to in Condition 6(D) below.

The Trustee shall not be under any duty to (i) monitor whether any event or circumstance has happened or exists which may require an adjustment to be made to the Conversion Price or (ii) itself calculate any adjustment to the Conversion Price and will not be responsible to Bondholders for any loss arising from any failure by it to do so. Any adjustments to the Conversion Price shall be calculated or caused to be calculated by the Issuer and the Issuer will promptly send to the Trustee a certificate setting out the Conversion Price prior to adjustment and the particulars relating to adjustment of the Conversion Price. The Trustee shall be entitled to rely on such certificate and will have no duty to confirm or investigate the accuracy thereof.

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If any doubt arises as to an adjustment of the Conversion Price pursuant to Condition 6(C), the Trustee may, at the cost and expense of the Issuer, consult with any reputable investment bank in the United States and may act on the opinion or advice of or any certificate or information obtained from any such investment bank, and such determination, opinion, advice, certification or action (or absence thereof) shall be conclusive and binding upon the Issuer and the Bondholders.

D.	*Conversion Price Reset*

If the average of the Closing Prices (the “Average Closing Price”) for the period of twenty (20) consecutive Trading Days immediately prior to any of November 13, 2009 and September 29, 2012 (each a “Reset Date”) is lower than the Conversion Price on the relevant Reset Date, the Conversion Price will be adjusted so that such Average Closing Price shall be the Conversion Price in effect from, and including, the relevant Reset Date. The Issuer shall notify the Bondholders, Trustee and the Paying Agent of such adjustment within ten (10) business days after the relevant Reset Date, in accordance with Condition 18. Such adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest one-tenth (1/10) of a United States cent.

Provided that:

(i)

any such adjustment to the Conversion Price pursuant to this Condition 6(D) shall be limited so that the Conversion Price adjusted in accordance with this Condition 6(D) shall not be less than seventy percent (70%) of the initial Conversion Price (taking account of any adjustments required under Condition 6(C) above which may have occurred prior to the relevant Reset Date) or higher than the Conversion Price in effect immediately prior to the Reset Date;

(ii)	subject to (i) above the provisions of Condition 6(C) shall apply, mutatis mutandis, to this Condition 6(D) to ensure that appropriate adjustments shall be made to any Closing Price to reflect any adjustments made to the Conversion Price in accordance with Condition 6(C);

(iii)

for the avoidance of doubt, any adjustments to the Conversion Price made pursuant to this Condition 6(D) shall only be downward adjustments; and

(iv)	notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to this Condition 6(D) to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).

E.	*Undertakings*

The Issuer has undertaken in the Trust Deed, inter alia, that so long as any Bond remains outstanding, save with the approval of an Extraordinary Resolution (as defined in the Trust Deed):

(i)	it will obtain on or before the first anniversary of the Listing Date, and thereafter maintain, a listing on AMEX or an Alternative Major Stock Exchange for all the issued Shares and for all the Shares issued on the exercise of the Conversion Rights attaching to the Bonds; and

(ii)	it will pay the expenses of the issue of, and all expenses of obtaining and maintaining such listing for, the Shares arising on conversion of the Bonds.

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The Issuer has also given certain other undertakings in the Trust Deed for the protection of the Conversion Rights.

F.	*Notice of Change in Conversion Price*

The Issuer shall give notice to the Bondholders in accordance with Condition 18 of any change in the Conversion Price. Any such notice relating to a change in the Conversion Price shall set forth the event giving rise to the adjustment, the Conversion Price prior to such adjustment, the adjusted Conversion Price and the effective date of such adjustment.

7.	Interest

The Bonds bear interest from November 13, 2007 at the rate of (i) six percent (6%) per annum for the first year after the Closing Date and (ii) three percent (3%) per annum thereafter, of the principal amount of the Bonds. Interest is payable semi-annually in arrears on May 13 and November 13 of each year (each an “Interest Payment Date”) commencing May 13, 2008. Each Bond will cease to bear interest (a) (subject to Condition 6(A)(v)) from and including the Interest Payment Date last preceding its Conversion Date (as defined below) (or if such Conversion Date falls on or before the first Interest Payment Date, the Issue Date) subject to conversion of the relevant Bond in accordance with the provisions of Condition 6(B), or (b) from the due date for redemption thereof unless, upon surrender in accordance with Condition 9, payment of the full amount due is improperly withheld or refused or default is otherwise made in respect of any such payment. In such event, interest will continue to accrue at the rate aforesaid (after as well as before any judgment) up to but excluding the date on which all sums due in respect of any Bond are received by or on behalf of the relevant holder. If interest is required to be calculated for a period of less than one (1) year, it will be calculated on the basis of a 360-day year of twelve 30-day months. Interest payable under this Condition 7 will be paid in accordance with the Condition 8(A).

8.	Payments

A.	*Principal, premium and interest*

Payment of principal and premium will be made by transfer to the registered account of the Bondholder or by United States dollar cheque drawn on a bank in New York mailed to the registered address of the Bondholder in accordance with Condition 18 if it does not have a registered account. Payment of principal will only be made after surrender of the relevant Certificate at the specified office of any of the Agents.

Interest on Bonds due on an Interest Payment Date will be paid on the due date for the payment of interest to the holder shown on the Register at the close of business on the fifteenth day before the due date for the payment of interest (the “Interest Record Date”). Payments of interest on each Bond will be made by transfer to the registered account of the Bondholder or by United States dollar cheque drawn on a bank in New York mailed to the registered address of the Bondholder if it does not have a registered account.

References in these Conditions, the Trust Deed and the Agency Agreement to principal in respect of any Bond shall, where the context so permits, be deemed to include a reference to any premium payable thereon.

B.	*Registered Accounts*

For the purposes of this Condition, a Bondholder’s registered account means the U.S. dollar account maintained by or on behalf of it with a bank in New York, details of which appear on the Register at the close of business on the second business day (as defined below) before the due date for payment, and a Bondholder’s registered address means its address appearing on the Register at that time.

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C.	*Fiscal Laws*

All payments are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to the provisions of Condition 10. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

D.	*Payment Initiation*

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that it not a business day (as defined below), for value on the first following day which is a business day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder) on the due date for payment (or, if it is not a business day, the immediately following business day) or, in the case of a payment of principal or premium (if any), if later, on the business day on which the relevant Certificate is surrendered at the specified office of an Agent.

E.	*Default Interest and Delay In Payment*

If the Issuer fails to pay any sum in respect of the Bonds when the same becomes due and payable under these Conditions, interest shall accrue on the Bonds and any overdue sum at the rate of fifteen percent (15%) per annum from the due date. Such default interest shall accrue on the basis of the actual number of days elapsed and a 360-day year.

Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a business day, if the Bondholder is late in surrendering its Certificate (if required to do so) or if a cheque mailed in accordance with this Condition arrives after the due date for payment.

F.	*Business Day*

In this Condition, “business day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York, London and, in the case of the surrender of a Certificate, in the place where the Certificate is surrendered.

G.	*Annotation of Register*

If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

H.	*Rounding*

When making payments to Bondholders, fractions of one (1) United States cent will be rounded down to nearest United States cent.

9.	Redemption, Purchase and Cancellation

A.	*Maturity*

Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond at 150.87% of its principal amount on November 13, 2012 (the “Maturity Date”). The Issuer may not redeem the Bonds at its option prior to that date except as provided in Condition 9(B) or Condition 9(C) below (but without prejudice to Condition 10).

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B.	*Redemption at the Option of the Issuer*

At any time prior to the Maturity Date, the Issuer may, having given not less than thirty (30) nor more than sixty (60) days’ notice to the Bondholders, the Trustee and the Principal Agent (which notice will be irrevocable), redeem all and not some only of the Bonds at a redemption price equal to the Early Redemption Amount on the redemption date if more than ninety percent (90%) in principal amount of the Bonds has already been converted, redeemed or purchased and cancelled.

The Early Redemption Amount of a Bond, for each US$1,000 principal amount of the Bonds, is determined so that it represents for the Bondholder a gross yield of twelve percent (12%) per annum, calculated on a semi-annual basis. The applicable Early Redemption Amount for each US$1,000 principal amount of Bonds is calculated in accordance with the following formula, rounded (if necessary) to two (2) decimal places with 0.005 being rounded upwards (provided that if the date fixed for redemption is the Semi-Annual Date (as set out below), such Early Redemption Amount shall be as set out in the table below in respect of such Semi-Annual Date):

Early Redemption Amount = Previous Redemption Amount x (1 + r/2)^d/p

Previous Redemption Amount = the Early Redemption Amount for each US$1,000 principal amount of the Bonds on the Semi-Annual Date immediately preceding the date fixed for redemption as set out below:

Semi-Annual Date	Early Redemption Amount (US$)
May 13, 2008	1,030.00
November 13, 2008	1,060.90
May 13, 2009	1,108.64
November 13, 2009	1,158.53
May 13, 2010	1,210.66
November 13, 2010	1,265.14
May 13, 2011	1,322.07
November 13, 2011	1,381.57
May 13, 2012	1,443.74
November 13, 2012	1,508.71

12% expressed as a fraction.

number of days from and including the immediately preceding Semi-Annual Date (or if the Bonds are to be redeemed on or before May 13, 2008 from and including November 13, 2007) to, but excluding, the date fixed for redemption, calculated on the basis of a 360-day year consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the number of days elapsed.

180

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C.	*Redemption for Taxation Reasons*

(i)

At any time the Issuer may, having given not less than thirty (30) nor more than sixty (60) days’ notice (a “Tax Redemption Notice”) to the Bondholders in accordance with Condition 18 (which notice shall be irrevocable) redeem all, but not some only, of the Bonds at a redemption price equal to the Early Redemption Amount on the redemption date (the “Tax Redemption Date”) if (i) the Issuer satisfies the Trustee immediately prior to the giving of such Tax Redemption Notice that the Issuer has or will become obliged to pay additional amounts as referred to in Condition 10 as a result of any change in, or amendment to, the laws or regulations of the United States or, as the case may be, the People’s Republic of China (the “PRC”), England or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after November 13, 2007 and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no Tax Redemption Notice shall be given earlier than ninety (90) days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Bonds then due. Prior to the publication of any Tax Redemption Notice pursuant to this paragraph, the Issuer shall deliver to the Trustee (a) a certificate signed by two (2) directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and (b) an opinion of independent legal or tax advisors of recognised standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders.

(ii)

If the Issuer gives a Tax Redemption Notice pursuant to Condition 9(C)(i), each Bondholder will have the right to elect that his Bond(s) shall not be redeemed and that the provisions of Condition 10 shall not apply in respect of any payment of principal, premium (if any) or interest to be made in respect of such Bond(s) which falls due after the relevant Tax Redemption Date whereupon no additional amounts shall be payable in respect thereof pursuant to Condition 10 and payment of all amounts shall be made subject to the deduction or withholding of any tax required to be deducted or withheld (provided that such election shall only be in respect of the deduction or withholding then required to be made and the Issuer shall comply with the provisions of Condition 10 in respect of any further deductions or withholding). To exercise a right pursuant to this Condition 9(C), the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed notice of exercise, in the form for the time being current, obtainable from the specified office of any Paying Agent together with the Certificate evidencing the Bonds on or before the day falling ten (10) days prior to the Tax Redemption Date.

D.	*Redemption for Delisting or Change of Control*

Following the occurrence of a Relevant Event (as defined below), the holder of each Bond will have the right at such holder’s option, to require the Issuer to redeem all or some only of that holder’s Bonds on the Relevant Event Redemption Date (as defined below) at their Early Redemption Amount. To exercise such right, the holder of the relevant Bond must complete, sign and deposit, at his own expense, at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (the “Relevant Event Redemption Notice”) together with the Certificate evidencing the Bonds to be redeemed by not later than sixty (60) days following a Relevant Event, or, if later, sixty (60) days following the date upon which notice thereof is given to Bondholders by the Issuer in accordance with Condition 18. The “Relevant Event Redemption Date” shall be the fourteenth day after the expiry of such period of sixty (60) days as referred to above.

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A Relevant Event Redemption Notice, once delivered, shall be irrevocable (and may not be withdrawn unless the Issuer consents to such withdrawal) and the Issuer shall redeem the Bonds the subject of Relevant Event Redemption Notices delivered as aforesaid on the Relevant Event Redemption Date.

The Trustee shall not be required to take any steps to ascertain whether a Relevant Event or any event which could lead to the occurrence of a Relevant Event has occurred.

The Issuer shall give notice to Bondholders in accordance with Condition 18 by not later than fourteen (14) days following the first day on which it becomes aware of the occurrence of a Relevant Event, which notice shall specify the procedure for exercise by holders of their rights to require redemption of the Bonds pursuant to this Condition 9(D) and shall give brief details of the Relevant Event.

A Relevant Event occurs:

(i)	when the Shares cease to be listed or admitted to trading, or for twenty (20) or more Trading Days occurring consecutively, trading in respect of the Shares is suspended, temporarily or otherwise, on AMEX (and if applicable, the Alternative Major Stock Exchange); or

(ii)	when there is a Change of Control.

For the purposes of this Condition 9(D):

Control means the acquisition or control of more than fifty percent (50%) of the voting rights of the issued share capital of the Issuer or the right to appoint and/or remove all or the majority of the members of the Issuer’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise.

A Change of Control occurs when:

(i)	any Person or Persons acting together acquires Control of the Issuer if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Issuer on the Closing Date;

(ii)	the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Issuer or the successor entity; or

(iii)

one (1) or more Persons (other than any Person referred to in sub-paragraph (i) above) acquires the legal or beneficial ownership of all or substantially all of the Issuer’s issued share capital.

Person includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity) but does not include the Issuer’s board of directors or any other governing board and does not include the Issuer’s wholly-owned direct or indirect Subsidiaries.

E.	*Redemption at the Option of the Bondholder*

In the event that (i) the Issuer’s Shares are not listed on AMEX or an Alternative Major Stock Exchange within nine (9) months after the Closing Date or (ii) the Issuer breaches any of its obligations under Section 2(a) of that certain registration rights agreement dated November 13, 2007 by and between the Issuer and ABN AMRO , the holder of each Bond shall have the right, at such holder’s option, to require the Issuer to redeem all or some of the Bonds held by that holder, at any time on or after the first anniversary of the Closing Date, at 104.53% of its principal amount of the Bonds.

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At any time on or after the third anniversary of the Closing Date, the holder of each Bond shall have the right, at such holder’s option, to require the Issuer to redeem all or some of the Bonds held by that holder at 126.51% of its principal amount of the Bonds.

To exercise either such optional redemption right, the holder of the relevant Bond must complete, sign and deliver at the specified office or any Paying Agent a duly completed and signed notice of redemption, in the then current form obtainable from the specified office of any Paying Agent together with the Certificate evidencing the Bonds to be redeemed not earlier than sixty (60) days and not later than thirty (30) days prior to the date chosen by the Bondholder for redemption (which shall be a business day).

F.	*Purchases*

The Issuer or any of its Subsidiaries may at any time and from time to time purchase Bonds at any price in the open market or otherwise.

G.	*Cancellation*

All Bonds which are redeemed, converted or purchased by the Issuer or any of its Subsidiaries, will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar and such Bonds may not be reissued or resold.

H.	*Redemption Notices*

All notices to Bondholders given by or on behalf of the Issuer pursuant to this Condition 9 will be given in accordance with Condition 18 and will specify the Conversion Price as at the date of the relevant notice, the Conversion Period, the Closing Price of the Shares as at the latest practicable date prior to the publication of the notice, the price of redemption or Early Redemption Amount of the Bonds, the date for redemption, the manner in which redemption will be effected and the aggregate principal amount of the Bonds outstanding as at the latest practicable date prior to the publication of the notice.

10.	Taxation

All payments made by the Issuer under or in respect of the Trust Deed or the Bonds will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United States, the PRC or England or any political subdivisions thereof or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer will pay such additional amounts as will result in the receipt by the Bondholders of the net amounts after such deduction or withholding equal to the amounts which would otherwise have been receivable by them had no such deduction or withholding been required except that no such additional amount shall be payable in respect of any Bond:

(i)

to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having some connection with the United States or the PRC or any political subdivisions thereof otherwise than merely by holding such Bond or by the receipt of principal, interest or premium (if any) in respect of the Bond;

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(ii)

(in the case of a payment of principal) if the Certificate in respect of such Bond is surrendered more than thirty (30) days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of thirty (30) days;

(iii)

where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(iv)	presented for payment by or on behalf of a Bondholder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying Agent in a Member State of the European Union.

For the purposes hereof, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by the Trustee or the Principal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders and cheques despatched or payment made.

References in these Conditions to principal, interest and premium (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

If the Issuer becomes obliged to pay additional amounts in accordance with this Condition 10, the Issuer shall have the right to redeem the Bonds in accordance with the provisions of Condition 9(C)(i), subject to the right of each Bondholder under the provisions of Condition 9(C)(ii) to elect that his Bond(s) shall not be so redeemed and that the provisions of Condition 10 shall not apply in respect of any payment to be made in respect of such Bond(s) which falls due after the relevant Tax Redemption Date.

11.	Events of Default

A.	*Events of Default*

The Trustee at its sole discretion may, and if so requested in writing by the holders of not less than twenty-five percent (25%) in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution shall (subject to being indemnified and/or secured by the holders to its satisfaction), give notice to the Issuer, that the Bonds are, and they shall accordingly thereby become, immediately due and repayable at the Early Redemption Amount (subject as provided below and without prejudice to the right of Bondholders to exercise the Conversion Right in respect of their Bonds in accordance with Condition 6) if:

(i)

a default is made in the payment of any principal or Early Redemption Amount due in respect of the Bonds;

(ii)

any failure by the Issuer to deliver the Shares as and when the Shares are required to be delivered following conversion of Bonds and such failure continues for seven (7) days;

(iii)

the Issuer does not perform or comply with one (1) or more of its other obligations in the Bonds or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within twenty-one (21) days after written notice by the Trustee of such default shall have been delivered to the Issuer;

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(iv)

the Issuer or any of its Subsidiaries (as defined below) is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or any of its Subsidiaries; an administrator or liquidator of the Issuer or any of its Subsidiaries or the whole or any material part of the assets and turnover of the Issuer or any of its Subsidiaries is appointed (or application for any such appointment is made);

(v)

(a) any other present or future indebtedness (whether actual or contingent) of the Issuer or any of its Subsidiaries for or in respect of moneys borrowed or raised becomes, or becomes capable of being declared, due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (b) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (c) the Issuer or any of its Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one (1) or more of the events mentioned above in this paragraph (v) have occurred equals or exceeds US$5,000,000 or its equivalent in any other currency on the day on which such indebtedness becomes due and payable or is not paid or any such amount becomes due and payable or is not paid under any such guarantees or indemnity;

(vi)

a distress, attachment, execution, seizure before judgment or other legal process is levied, enforced or sued out on or against any of the property, assets or turnover of the Issuer or any of its Subsidiaries;

(vii)

an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Issuer or any of its Subsidiaries (except for a members’ voluntary solvent winding-up), or the Issuer or any Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations and except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (a) on terms approved by an Extraordinary Resolution, or (b) in the case of any Subsidiary, whereby the undertaking and assets of such Subsidiary are transferred to or otherwise vested in the Issuer or any of its Subsidiaries;

(viii)

an encumbrancer takes possession or an administrative or other receiver, manager, administrator or other similar officer is appointed of the whole or any material part of the property, assets or turnover of the Issuer or any of its Subsidiaries (as the case may be) and is not discharged within thirty (30) days;

(ix)

(a) any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer or any of its Subsidiaries; or (b) the Issuer or any of its Subsidiaries is prevented from exercising normal control over all or any substantial part of its property, assets and turnover;

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(x)

any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (a) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under the Bonds and the Trust Deed, (b) to ensure that those obligations are legally binding and enforceable and (c) to make the Bonds and the Trust Deed admissible in evidence in the courts of the United States or the PRC is not taken, fulfilled or done;

(xi)

it is or will become unlawful for the Issuer to perform or comply with any one (1) or more of its obligations under any of the Bonds or the Trust Deed;

(xii)

the Conversion Price is affected by any limitation to an adjustment to the Conversion Price set forth in Condition 6(C) or Condition 6(D)(iv) of these Conditions or Clause 7.2(b) or Clause 7.3(d) of the Trust Deed; or

(xiii)

any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs;

provided that, in the case of any such event other than those described in paragraph (i), (ii), (iii), (x), (xi) or (xii), the Trustee shall have certified in writing to the Issuer that such event is in its opinion materially prejudicial to the interests of Bondholders.

B.	*Default Cure Amount*

Notwithstanding receipt of any payment after the acceleration of the Bonds, a Bondholder may exercise its Conversion Right by depositing a Conversion Notice with a Conversion Agent or Paying Agent during the period from and including the date of a default notice with respect to an event specified in Condition 11(A)(ii) (at which time the Issuer will notify the Bondholders of the number of Shares per Bond to be delivered upon conversion, assuming all the then outstanding Bonds are converted) to and including the 30th business day after such payment.

If any converting Bondholder deposits a Conversion Notice pursuant to this Condition 11(B) on the business day prior to, or during, a Closed Period, the Bondholder’s Conversion Right shall continue until the business day following the last day of the Closed Period, which shall be deemed the Conversion Date, for the purposes of such Bondholder’s exercise of its Conversion Right pursuant to this Condition 11(B).

If the Conversion Right attached to any Bond is exercised pursuant to this Condition 11(B), the Issuer will deliver Shares (which number will be disclosed to such Bondholder as soon as practicable after the Conversion Notice is given) in accordance with the Conditions, except that the Issuer shall have twelve (12) business days before it is required to register the converting Bondholder (or its designee) in its register of members as the owner of the number of Shares to be delivered pursuant to this Condition and an additional five (5) business days from such registration date to make payment in accordance with the following paragraph.

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If the Conversion Right attached to any Bond is exercised pursuant to this Condition 11(B), or if the Bonds have become due and payable pursuant to Condition 11(A)(ii), the Issuer shall, at the request of the converting Bondholder, pay to such Bondholder an amount in United States dollars (the “Default Cure Amount”), equal to the product of (x) (i) the number of Shares that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Bondholder minus (ii) the number of Shares that are actually delivered by the Issuer pursuant to such Bondholders’ Conversion Notice and (y) the Share Price (as defined below) on the Conversion Date; provided that if such Bondholder has received any payment under the Bonds pursuant to this Condition 11(B), the amount of such payment shall be deducted from the Default Cure Amount.

The “Share Price” means the closing price of the Shares as quoted by AMEX or, as the case may be, the Alternative Stock Exchange on the Conversion Date or, if no reported sales take place on such date, the average of the reported closing bid and offered prices, in either case as reported by AMEX or other applicable securities exchange on which the Shares are listed for such day as furnished by a reputable and independent broker-dealer selected from time to time by the Trustee at the expense of the Issuer for such purpose.

12.	Consolidation, Amalgamation or Merger

The Issuer will not consolidate with, amalgamate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any entity unless:

(i)

the entity formed by such amalgamation or consolidation or into which the Issuer is merged or which acquired or leased such property and assets of the Issuer shall be a corporation organised and validly existing under the laws of its place of incorporation, and shall, by a trust deed supplemental to the Trust Deed and an agency agreement supplemental to the Agency Agreement and such other undertakings or documents as the Trustee may require, executed and delivered in form and content acceptable to the Trustee, expressly assume all of the obligations of the Issuer in respect of all of the Bonds and under the Trust Deed and the Agency Agreement and indemnify each Bondholder against any tax, assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such consolidation, amalgamation, merger, sale, conveyance, transfer lease or other disposal with respect to the payment of principal, premium and interest on the Bonds;

(ii)

the supplemental Trust Deed referred to in paragraph (i) above will ensure that (a) the holder of each Bond then outstanding will have the right (during the period in which such Bond shall be convertible) to convert such Bond into the class and amount of shares and other securities and property receivable upon such consolidation, amalgamation, merger, sale, conveyance, transfer lease or other disposal by a holder of the number of Shares which would have become liable to be issued upon conversion of such Bond immediately prior to such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposal (such supplemental Trust Deed will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in the provisions of Condition 6(C), (b) the rights of Bondholders shall not be adversely affected as a result of such transaction and (c) that there shall be no right to exercise a redemption of the Bonds under Condition 9(C) as a result of (A) any change in the domicile or place of incorporation of the Issuer or (B) the successor entity not being incorporated in the State of Delaware and the provisions of Condition 10 shall also be supplemented or modified as the Trustee deems appropriate; and

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(iii)

immediately after giving effect to such transaction, no default or event of default (including an Event of Default) shall have occurred and be continuing.

The above provisions of this Condition 12 will apply, mutatis mutandis, to any subsequent consolidations, amalgamations, mergers, sales or transfers.

13.	Prescription

Claims in respect of amounts due in respect of the Bonds will become prescribed unless made within ten (10) years (in the case of principal) and five (5) years (in the case of default interest or premium (if any)) from the relevant date (as defined in Condition 9) in respect thereof.

14.	Enforcement

At any time after the Bonds have become due and repayable, the Trustee may, at its sole discretion and without further notice, take such proceedings against the Issuer as it may think fit to enforce repayment of the Bonds and to enforce the provisions of the Trust Deed, but it will not be bound to take any such proceedings unless (a) it shall have been so requested in writing by the holders of not less than twenty-five percent (25%) in principal amount of the Bonds then outstanding or shall have been so directed by an Extraordinary Resolution and (b) it shall have been indemnified and/or secured to its satisfaction. No Bondholder will be entitled to proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such failure shall be continuing.

15.	Meetings of Bondholders, Modification and Waiver

A.	*Meetings*

The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Bonds or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two (2) or more persons holding or representing over fifty percent (50%) in principal amount of the Bonds for the time being outstanding or, at any adjourned such meeting, two (2) or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the due date for any payment in respect of the Bonds, (ii) to reduce or cancel the amount of principal, interest, premium, or default interest (including any Early Redemption Amount) or Equivalent Amount payable in respect of the Bonds or changing the method of calculation of the Early Redemption Amount, (iii) to change the currency of payment of the Bonds, (iv) to modify (except by a unilateral and unconditional reduction in the Conversion Price) or cancel the Conversion Rights, or (v) to modify the provisions concerning the quorum required at any meeting of the Bondholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be two (2) or more persons holding or representing not less than two-thirds (2/3), or at any adjourned such meeting not less than one-third (1/3), in principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of Bondholders will be binding on all Bondholders, whether or not they are present at the meeting. The Trust Deed provides that a written resolution signed by or on behalf of the holders of not less than ninety percent (90%) of the aggregate principal amount of Bonds outstanding shall be as valid and effective as a duly passed Extraordinary Resolution.

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B.	*Modification and Waiver*

The Trustee may agree, without the consent of the Bondholders, to (i) any modification (except as mentioned in Condition 15(A) above) to, or the waiver or authorisation of any breach or proposed breach of, the Bonds, the Agency Agreement or the Trust Deed which is in its opinion proper to make if, in the opinion of the Trustee, it is not materially prejudicial to the interests of the Bondholders or (ii) any modification to the Bonds or the Trust Deed which, in the Trustee’s opinion, is of a formal, minor or technical nature or to correct a manifest error or (to the satisfaction of the Trustee) proven error to comply with mandatory provisions of law. Any such modification, waiver or authorisation will be binding on the Bondholders and, unless the Trustee agrees otherwise, any such modifications will be notified by the Issuer to the Bondholders as soon as practicable thereafter.

C.	*Substitution*

The Trustee may (but is not obliged to), without the consent of the Bondholders, agree to the substitution of any other company in place of the Issuer (or of any previous substitute under this Condition 15(C)) as the principal debtor under the Bonds and the Trust Deed, subject to the Bonds being unconditionally and irrevocably guaranteed by the Issuer to the Trustee’s satisfaction and certain other conditions set out in the Trust Deed being complied with.

D.	*Interests of Bondholders*

In connection with the exercise of its functions (including but not limited to those in relation to any proposed modification, authorisation, waiver, determination or substitution) the Trustee shall have regard to the general interests of the Bondholders as a class but shall not have regard to any interests arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or the Trustee or any other person, any indemnification or payment in respect of any tax consequences of any such exercise upon individual Bondholders except to the extent provided for in Condition 10 and/or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

In the event of the passing of an Extraordinary Resolution in accordance with Condition 15(A), a modification, waiver or authorisation in accordance with Condition 15(B) or a substitution in accordance with Condition 15(C), the Issuer will procure that the Bondholders be notified in accordance with Condition 18.

16.	Replacement of Certificates

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar or any Agent upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer and such Agent may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

17.	Further Issues

The Issuer may from time to time, without the consent of the Bondholders, create and issue further bonds having the same terms and conditions as the Bonds in all respects and so that such further issue shall be consolidated and form a single series with the Bonds. Such further bonds may, with the consent of the Trustee, be constituted by a deed supplemental to the Trust Deed.

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18.	Notices

All notices to Bondholders shall be validly given if mailed to them at their respective addresses in the Register of Bondholders maintained by the Registrar or published in a leading newspaper having general circulation in the United States or, if such publication shall not be practicable, in an English language newspaper of general circulation in Asia. Any such notice shall be deemed to have been given on the later of the date of such publication and the seventh day after being so mailed, as the case may be.

Notices to be given by (i) any Bondholder shall be in writing and given by lodging the same, together with the relative Certificate, with the Registrar, or (ii) if the Certificates are held in a clearing system, may be given through the clearing system in accordance with its standard rules and procedures.

19.	Agents

The Issuer reserves the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Agent or the Registrar and to appoint additional or other Agents or a replacement Registrar. The Issuer will at all times maintain (a) a Principal Agent, (b) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform, to such Directive, and (c) a Registrar which will maintain the register of Bondholders outside the United Kingdom. Notice of any such termination or appointment, of any changes in the specified offices of any Agent or the Registrar and of any change in the identity of the Registrar or the Principal Agent will be given promptly by the Issuer to the Bondholders and in any event not less than forty-five (45) days’ notice will be given.

20.	Indemnification

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking any action unless indemnified and/or secured to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

20.	Rights of Third Parties

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

21.	GoverningLaw and Submission to Jurisdiction

The Trust Deed and the Bonds and all matters arising from or connected with the Trust Deed and the Bonds are governed by, and shall be construed in accordance with, English law.

The Issuer has irrevocably agreed that the courts of England have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Bonds and accordingly has submitted to the exclusive jurisdiction of the English courts.

The Issuer has waived any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Bondholder may take any suit, action or proceedings arising out of or in connection with the Bonds (“Proceedings”) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

The Issuer as irrevocably and unconditionally appointed The London Law Agency at the latter's registered office for the time being as its agent for service of process in England in respect of any Proceedings and have undertaken that in the event of such agent ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose.

Amount	ISIN	Common Code	Certificate Number

Date of Conversion / Redemption / Issue of definitive Certificates / Purchase and cancellation of the Bonds	Amount of decrease in principal amount of this Global Certificate	Principal Amount of this Global Certificate following such decrease	Notation made by or on behalf of the Registrar

Principal Amount transferred	Name, address and account for payments of transferee




Dated : _______________________	Certifying Signature : _______________________

Name : _______________________

By:	/s/ Kwong Kai Shun
	Name: Kwong Kai Shun
	Title: CEO

Clause		Page

1.	Interpretation	1
2.	Amount of the Bonds and Covenant to Pay	5
3.	Form of the Bonds and Certificates; Issue of the Bonds	6
4.	Stamp Duties and Taxes	7
5.	Covenants relating to the Conversion Rights	8
6.	Notices Relating to the Conversion Rights	10
7.	Adjustments to the Conversion Price	12
8.	Application of Moneys Received by the Trustee	19
9.	General Covenants	20
10.	Remuneration and Indemnification of Trustee	23
11.	Provisions supplemental to the Trustee Acts	24
12.	Liability of the Trustee	30
13.	Waiver and Proof of Default	30
14.	Trustee not Precluded from Entering into Contracts	31
15.	Modification and substitution	31
16.	Appointment, Retirement and Removal of the Trustee	32
17.	Communications	34
18.	Further Issues	35
19.	Currency Indemnity	35
20.	Governing Law, Third Party Rights and Jurisdiction	36
21.	Third Party Rights	36
22.	Counterparts	36
23.	Termination of this Trust Deed	36
Schedule 1 Form of Certificate		37
Schedule 2 Form of Global Certificate		43
Schedule 3 Provisions for Meetings of Bondholders		50