SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

AMTD International Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

00180G106**

(CUSIP Number)

P&R Finance Limited

Clear Radiant Limited

Unicorn Star Limited

Century City International Holdings Limited

c/o 11th Floor, 68 Yee Wo Street

Causeway Bay, Hong Kong

(852) 2894-7888

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* This statement on Schedule 13D constitutes Amendment No. 3 to the initial Schedule 13D (the “ Initial Schedule 13D”) filed on January 21, 2020 on behalf of each of P&R Finance Limited, a Hong Kong company (“P&R Finance”), Clear Radiant Limited, a British Virgin Islands company (“Clear Radiant”), Unicorn Star Limited, a British Virgin Islands company (“Unicorn Star”), and Century City International Holdings Limited, a Bermuda company (“Century City”), as amended and supplemented by the Amendment No. 1 to the Initial Schedule 13D filed under Schedule 13D/A on January 27, 2020 (“Amendment No. 1) and further amended and supplemented by the Amendment No. 2 filed under Schedule 13D/A on May 14, 2020 (“Amendment No. 2”, and collectively with the Initial Schedule 13D and Amendment No.1, the “Prior Schedule 13D Filings”), with respect to the Ordinary Shares (the “Ordinary Shares”), comprising Class A ordinary shares, par value of $0.0001 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value of $0.0001 per share (“Class B Ordinary Shares”), of AMTD International Inc., a Cayman Islands company (the “Issuer” or “AMTD”). The remainder of this cover page shall be filled out for the reporting persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**The CUSIP number of 00180G106 applies to the American depositary shares of the Issuer (“ADSs”). Each American depositary share represents one Class A Ordinary Share. No CUSIP number has been assigned to the Class A Ordinary Shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS P&R Finance Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 15,174,000
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 15,174,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,174,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.50% of the Class A Ordinary Shares (1) (or 5.90% of the total Ordinary Shares (2)(3) assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)	Calculated based upon 74,010,093 Class A Ordinary Shares of the Issuer, comprising 62,327,851 Class A Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021, and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(2)	Calculated based upon 257,293,721 Ordinary Shares in the aggregate as a single class, comprising 62,327,851 Class A Ordinary Shares and 183,283,628 Class B Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021 (before taking into account the repurchase of certain Class B Ordinary Shares by the Issuer on September 30, 2021 as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022), and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(3)	In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 15,174,000 Class A Ordinary Shares beneficially owned by P&R Finance represents 0.41% of the aggregate combined voting power of the Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer as set out in (2) above.

1	NAMES OF REPORTING PERSONS Clear Radiant Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 6,069,000
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 6,069,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,069,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.20% of the Class A Ordinary Shares (1) (or 2.36% of the total Ordinary Shares (2)(3) assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)	Calculated based upon 74,010,093 Class A Ordinary Shares of the Issuer, comprising 62,327,851 Class A Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021, and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(2)	Calculated based upon 257,293,721 Ordinary Shares in the aggregate as a single class, comprising 62,327,851 Class A Ordinary Shares and 183,283,628 Class B Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021(before taking into account the repurchase of certain Class B Ordinary Shares by the Issuer on September 30, 2021 as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022), and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(3)	In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 6,069,000 Class A Ordinary Shares beneficially owned by Clear Radiant represents 0.16% of the aggregate combined voting power of the Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer as set out in (2) above.

1	NAMES OF REPORTING PERSONS Unicorn Star Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 601,724
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 601,724
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,724
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.81% of the Class A Ordinary Shares (1) (or 0.23% of the total Ordinary Shares (2)(3) assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)	Calculated based upon 74,010,093 Class A Ordinary Shares of the Issuer, comprising 62,327,851 Class A Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021, and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(2)	Calculated based upon 257,293,721 Ordinary Shares in the aggregate as a single class, comprising 62,327,851 Class A Ordinary Shares and 183,283,628 Class B Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021 (before taking into account the repurchase of certain Class B Ordinary Shares by the Issuer on September 30, 2021 as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022), and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(3)	In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 601,724 Class A Ordinary Shares beneficially owned by Unicorn Star represents 0.02% of the aggregate combined voting power of the Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer as set out in (2) above.

1	NAMES OF REPORTING PERSONS Century City International Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	8	SHARED VOTING POWER 21,844,724
EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 21,844,724
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,844,724
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.52% of the Class A Ordinary Shares (1) (or 8.49% of the total Ordinary Shares (2)(3) assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares).
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1)	Calculated based upon 74,010,093 Class A Ordinary Shares of the Issuer, comprising 62,327,851 Class A Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021, and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(2)	Calculated based upon 257,293,721 Ordinary Shares in the aggregate as a single class, comprising 62,327,851 Class A Ordinary Shares and 183,283,628 Class B Ordinary Shares as set forth in the Issuer's annual report on Form 20-F filed on April 28, 2021 (before taking into account the repurchase of certain Class B Ordinary Shares by the Issuer on September 30, 2021 as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022), and 11,682,242 Class A Ordinary Shares newly issued in a private placement as set forth in the Issuer’s current report on Form 6-K filed on January 3, 2022.
(3)	In accordance with Rule 13d-3, the percentage reported does not reflect the twenty for one voting power of the Class B Ordinary Shares because the Class B Ordinary Shares are not a registered class of voting equity securities under the Act. The 21,844,724 Class A Ordinary Shares beneficially owned by Century City represents 0.58% of the aggregate combined voting power of the Class A Ordinary Shares and the Class B Ordinary Shares of the Issuer as set out in (2) above.

EXPLANATORY STATEMENT

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 3”) amends and supplements the Initial Schedule 13D, as amended and supplemented by Amendment No. 1 and Amendment No.2. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Prior Schedule 13D Filings. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Prior Schedule 13D Filings.

Item 2. Identity and Background.

The second paragraph of Item 2 of the Prior Schedule 13D Filings is hereby amended and restated as follows:

Century City indirectly owns 62.3% of the outstanding share capital of Paliburg Holdings Limited, a Bermuda company (“Paliburg Holdings”). Paliburg Holdings indirectly owns 69.3% of the outstanding share capital of Regal Hotels International Holdings Limited, a Bermuda company (“Regal Hotels”). Regal Hotels indirectly owns all of the outstanding share capital of Unicorn Star. Each of Paliburg Holdings and Regal Hotels also indirectly owns 50% of the outstanding share capital of P&R Holdings Limited (“P&R Holdings”). P&R Holdings directly owns all of the outstanding share capital of P&R Finance. P&R Holdings also indirectly owns 62.3% of the outstanding share capital of Cosmopolitan International Holdings Limited, a Cayman Islands company (“Cosmopolitan”) (on a fully diluted and as-converted basis), which in turn indirectly owns all of the outstanding share capital of Clear Radiant. Paliburg Holdings indirectly owns 6.1% of the outstanding share capital of Cosmopolitan (on a fully diluted and as-converted basis). Regal Hotels also indirectly owns 12.3% of the outstanding share capital of Cosmopolitan (on a fully diluted and as-converted basis). Regal Hotels owns all the outstanding share capital of Honormate Nominees Limited, a Hong Kong company (“Honormate”).

Item 4. Purpose of Transaction.

Item 4 of the Prior Schedule 13D Filings is hereby amended and restated as follows:

On December 30, 2021, Unicorn Star entered into a share purchase agreement with AMTD (the “2021 SPA”), pursuant to which AMTD agreed to issue 140,186 Class A ordinary shares to Unicorn Star at a price of US$4.28 per Class A ordinary share subject to certain closing conditions.

On December 31, 2021, Honormate Nominees Limited, a company incorporated in Hong Kong and an indirect subsidiary of Century City (“Honormate”), entered into a put option agreement (the “Put Option Agreement”) with International Merchants Holdings, a company incorporated in Cayman Islands (“International Merchants”). Honormate is the beneficial owner of the 7.25% senior perpetual securities issued by AMTD in the nominal amount of USD14,100,000 (the “Perpetual Securities”). Pursuant to the Put Option Agreement, International Merchants granted a put option to Honormate, according to which Honormate may require International Merchants to purchase the Perpetual Securities at a purchase price equal to 90.7 per cent of the nominal amount of the Perpetual Securities.

Except as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to, at any time and from time to time, review or reconsider their position and/or change their purpose and/or, either separately or together with other persons, formulate plans or proposals with respect to those items in the future depending upon then existing factors.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Prior Schedule 13D Filings is hereby amended and restated as follows:

Exhibit No.	Description
99.1	Joint Filing Agreement dated January 13, 2022 by and among the Reporting Persons.
99.2	Share Purchase Agreement dated December 29, 2021 between Unicorn Star Limited and AMTD International Inc.
99.3	Put Option Agreement dated December 31, 2021 between International Merchants Holdings and Honormate Nominees Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 13, 2022

P&R Finance Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Allen Wan Tze Wai
		Name: Allen Wan Tze Wai Title: Director
Clear Radiant Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Kelvin Leung So Po
		Name: Kelvin Leung So Po Title: Director
Unicorn Star Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Allen Wan Tze Wai
		Name: Allen Wan Tze Wai Title: Director
Century City International Holdings Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Kelvin Leung So Po
		Name: Kelvin Leung So Po Title: Director

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of AMTD International Inc., including the Class A Ordinary Shares represented by American depositary shares, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that it knows or has reason to believe that such information is inaccurate.

Date: January 13, 2022

P&R Finance Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Allen Wan Tze Wai
		Name: Allen Wan Tze Wai Title: Director
Clear Radiant Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Kelvin Leung So Po
		Name: Kelvin Leung So Po Title: Director
Unicorn Star Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Allen Wan Tze Wai
		Name: Allen Wan Tze Wai Title: Director
Century City International Holdings Limited	By:	/s/ Kenneth Ng Kwai Kai
		Name: Kenneth Ng Kwai Kai Title: Director
		/s/ Kelvin Leung So Po
		Name: Kelvin Leung So Po Title: Director

EX-99.2

Exhibit 99.2

SHARE PURCHASE AGREEMENT

dated as of

December 29, 2021

between

AMTD INTERNATIONAL INC.

and

UNICORN STAR LIMITED

Summary of Key Terms

Purchaser: Unicorn Star Limited

Shares to be purchased: 140,186 Class A ordinary shares of AMTD International Inc., par value US$0.0001 each, to be newly issued

Purchase price: US$4.28 per Class A ordinary share, or US$600,000 in aggregate

Lock-up period: six (6) months after the closing

Long stop date of closing: January 6, 2021.

TABLE OF CONTENTS

		PAGE
Article 1
DEFINITIONS
Section 1.01	Definitions	1
Section 1.02	Other Definitional and Interpretative Provisions	4
Article 2
PURCHASE AND SALE
Section 2.01	Purchase and Sale	4
Section 2.02	Closing	4
Article 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.01	Organization and Qualification	5
Section 3.02	Subsidiaries	5
Section 3.03	Capitalization.	6
Section 3.04	Authorization; Enforcement; Validity	6
Section 3.05	No Conflicts	6
Section 3.06	Consents	6
Section 3.07	Valid Issuance	7
Section 3.08	No Registration	7
Section 3.09	SEC Documents	7
Section 3.10	Financial Statements	7
Section 3.11	Internal Controls and Procedures	8
Section 3.12	Compliance with Applicable Laws	8
Section 3.13	Insolvency and Winding Up	8
Article 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 4.01	Organization	9
Section 4.02	Authorization; Enforcement; Validity	9
Section 4.03	No Conflicts	9
Section 4.04	Consents	9
Section 4.05	Status and Investment Intent of the Purchaser	9
Section 4.06	Restricted Securities	10
Section 4.07	Legends	10

i

Article 5
COVENANTS
Section 5.01	Interim Conduct; Further Assurances	10
Section 5.02	Listing of Securities	11
Section 5.03	Lock-up	11
Article 6
CONDITIONS TO CLOSING
Section 6.01	Conditions to Obligations of All Parties	11
Section 6.02	Conditions to Obligation of the Purchaser	11
Section 6.03	Conditions to Obligation of the Company	11
Article 7
SURVIVAL; INDEMNIFICATION
Section 7.01	Survival	12
Section 7.02	Indemnification	12
Section 7.03	Third Party Claim Procedures.	13
Section 7.04	Direct Claim Procedures	14
Article 8
TERMINATION
Section 8.01	Grounds for Termination	14
Section 8.02	Effect of Termination	15
Article 9
MISCELLANEOUS
Section 9.01	Notices	15
Section 9.02	Amendments and Waivers	15
Section 9.03	Expenses	16
Section 9.04	Successors and Assigns	16
Section 9.05	Governing Law	16
Section 9.06	Arbitration	16
Section 9.07	Counterparts; Effectiveness; Third Party Beneficiaries	16
Section 9.08	Entire Agreement	16
Section 9.09	Severability	16

ii

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT dated as of December 29, 2021 (this “Agreement”) is made and entered into by and between (i) AMTD International Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and (ii) Unicorn Star Limited, a company organized under the laws of British Virgin Islands (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase and acquire from the Company (the “Investment”), upon the terms and conditions set forth in this Agreement, certain Class A Shares (as defined below) of the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01    Definitions. The following terms, as used herein, have the following meanings:

“ADSs” means the American depositary shares of the Company, each representing one (1) Class A Share.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that none of the Company, any of its Subsidiaries shall be considered an Affiliate of the Purchaser. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Applicable Law” means, with respect to any Person, any international, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Board” means the board of directors of the Company.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, NY, the Cayman Islands or Hong Kong are authorized or required by Applicable Law to close.

1

“Class A Shares” means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

“Class B Shares” means the Class B ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

“Closing Date” means the date of the Closing.

“Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage or deed of trust or other agreement, commitment, arrangement or understanding, whether written or oral.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of preemption, or other encumbrance of any kind.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“IFRS” means International Financial Reporting Standards issued by International Accounting Standards Board.

“Issued Shares” means 140,186 Class A Shares to be newly issued by the Company to the Purchaser on the Closing Date.

“knowledge” of any Person that is not an individual means the knowledge of such Person’s officers after reasonable inquiry.

“Material Adverse Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on (i) the financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any such effect resulting from (A) the announcement of the transactions contemplated by this Agreement, (B) changes affecting any of the industries in which the Company or its Subsidiaries operate generally or the economy generally or (C) changes affecting general worldwide economic or capital market conditions, or (ii) the authority or ability of the Company to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

“Memorandum and Articles” means the Memorandum and Articles of Association of the Company in effect from time to time.

“NYSE” means the New York Stock Exchange.

“Ordinary Shares” means collectively the Class A Shares and the Class B Shares.

2

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means any Ordinary Shares or any equity interest of, or shares of any class in the share capital (ordinary, preferred or otherwise) of, the Company and any convertible securities, options, warrants and any other type of equity or equity-linked securities convertible, exercisable or exchangeable for any such equity interest or shares of any class in the share capital of the Company.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” of any Person means any corporation, partnership, limited liability company, joint stock company, joint venture or other organization or entity, whether incorporated or unincorporated, which is controlled by such Person.

“Transfer” means directly or indirectly, offer, sell, contract to sell, pledge, transfer, assign, give, hypothecate, encumber, grant a security interest in, convey in trust, gift, devise or descent, or otherwise dispose of, or suffer to exist (whether by operation of law of otherwise) any Encumbrance on, any Issued Shares or any right, title or interest therein or thereto, or enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Issued Shares, whether any such aforementioned transaction is to be settled by delivery of the Ordinary Shares, ADSs or such other securities, in cash or otherwise, or publicly disclose the intention to make any such disposition or to enter into any such transaction, swap, hedge or other arrangement, including transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any Issued Shares.

“U.S.” or “United States” means the United States of America.

(a)    Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Bankruptcy Exception	Section 3.04
Closing	Section 2.02
Company	Preamble
Company ESOP	Section 3.03(a)
e-mail	Section 9.01
Financial Statements	Section 3.10
HKIAC	Section 9.06
Indemnified Parties	Section 7.02(a)
Indemnifying Party	Section 7.02(a)
Investment	Recitals

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Lock-Up Period	Section 5.03
Losses	Section 7.02(a)
Permits	Section 3.12
Purchaser	Preamble
Rules	Section 9.06
SEC Documents	Section 3.09
Subscription Price	Section 2.01
Third Party Claim	Section 7.03(a)

Section 1.02    Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

ARTICLE 2

PURCHASE AND SALE

Section 2.01    Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to subscribe for and purchase from the Company, the Issued Shares. The aggregate subscription price for the Issued Shares is US$600,000 (“Subscription Price”), or US$4.28 per share. The Subscription Price shall be paid as provided in Section 2.02.

Section 2.02    Closing. The closing (the “Closing”) of the issuance and sale of the Issued Shares hereunder shall take place remotely via the electronic exchange of documents and signatures, as soon as possible, but in no event later than one (1) Business Day, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the parties hereto may agree. At the Closing:

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(a)    the Purchaser shall deliver to the Company the Subscription Price by wire transfer in U.S. dollars of immediately available funds to a bank account designated by the Company at least one (1) Business Day prior to the Closing Date; and

(b)    the Company shall deliver to the Purchaser: (i) a certified copy of the relevant page of the register of members of the Company reflecting the Purchaser as the owner of Issued Shares, and (ii) a share certificate representing the Issued Shares duly executed on behalf of the Company and registered in the name of the Purchaser (or, if not available at the Closing, a certified copy of such share certificate with the original to be delivered promptly as soon as possible after the Closing).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that:

Section 3.01    Organization and Qualification. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents. The Company is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Material Adverse Effect. The memorandum and articles of association of the Company as filed with the SEC is the current Memorandum and Articles and is in full force and effect. The Company is not in violation of any of the provisions of its Memorandum and Articles except as would not have a Material Adverse Effect.

Section 3.02    Subsidiaries. Each Subsidiary of the Company has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of organization, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents. Each Subsidiary of the Company is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Material Adverse Effect. The constitutional documents of each of the Company’s Subsidiaries are in full force and effect except as would not have a Material Adverse Effect. None of the Company’s Subsidiaries is in violation of any of the provisions of its constitutional documents except as would not have a Material Adverse Effect.

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Section 3.03    Capitalization.

(a)    As of the date of this Agreement, the authorized share capital of the Company consists of 8,000,000,000 Class A Shares and 2,000,000,000 Class B Shares. As of the date of this Agreement, (i)(A) 62,327,851 Class A Shares are issued and outstanding, (B) 27,017,263 Class A Shares are reserved and available for issuance pursuant to share-based compensation awards granted under the Company’s SpiderMan Share Incentive Plan (the “Company ESOP”) and (ii) 183,283,628 Class B Shares are issued and outstanding. Except as set forth in this Section 3.03(a), as of the date of this Agreement, no Securities were issued, reserved for issuance or outstanding and no securities of any of its Subsidiaries convertible into or exchangeable or exercisable for any Securities were issued or are outstanding. All outstanding Ordinary Shares are, and all such shares that may be issued prior to the date hereof will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Except for any obligations pursuant to this Agreement or as otherwise set forth above in this Section 3.03(a) and other than pursuant to the Company ESOP, as of the date of this Agreement, there are no options or other rights to acquire from the Company, or other obligation of the Company to issue, any additional Securities, and there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Securities.

(b)    All of the outstanding capital or other voting securities of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Encumbrance. All of the issued equity securities of each Subsidiary of the Company are validly issued, fully paid and non-assessable, and were issued in compliance with the applicable registration and qualification requirements of Applicable Laws.

(c)    There are no preemptive rights, registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights, veto rights or other similar rights with respect to the Securities or the securities of any Subsidiary of the Company that have been granted to any Person (other than the Company or any Subsidiary).

Section 3.04    Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations under this Agreement and to issue the Issued Shares in accordance with the terms hereof. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery by the Purchaser (and each other party thereto), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy Exception”).

Section 3.05    No Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the issuance of the Issued Shares) will not (i) result in a violation of the Memorandum and Articles, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any Applicable Law to the Company or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not have a Material Adverse Effect.

Section 3.06    Consents. The execution, delivery and performance of this Agreement by the Company require no (i) consent, approval, authorization, action or order of, any exemption by, any notice to, or any filing or registration with, any Governmental Authority or (ii) any consent, approval or authorization from or any waiver by any third party pursuant to any Contract to which the Company or any of its Subsidiaries except as would not have a Material Adverse Effect.

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Section 3.07    Valid Issuance. The Issued Shares are duly authorized, and, when issued and paid for in accordance with the terms hereof and entered in the register of members of the Company, shall be validly issued and non-assessable and free from all preemptive or similar rights and Encumbrances, and the Purchaser shall be entitled to all rights accorded to a holder of the Class A Shares with respect to the Issued Shares (as applicable).

Section 3.08    No Registration. Assuming the accuracy of the representations and warranties set forth in Section 4.05 of this Agreement, it is not necessary in connection with the issuance and sale of the Issued Shares to register the Issued Shares under the Securities Act or to qualify or register the Issued Shares under applicable U.S. state securities laws. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act or any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Issued Shares.

Section 3.09    SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Sarbanes-Oxley Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

Section 3.10    Financial Statements. As of their respective dates, the financial statements of the Company included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements (including any related notes thereto) included or incorporated by reference in the SEC Documents fairly presented in all material respects the consolidated financial position of the Company as of the dates indicated therein and the consolidated results of its operations, cash flows and changes in shareholders’ equity for the periods specified therein. Such Financial Statements were prepared in accordance with IFRS applied on a consistent basis (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed to summary statements).

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Section 3.11    Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures as such terms are defined in, and required by, Rule 13a-15 or Rule 15d-15 under the Exchange Act. Except as may be disclosed in the SEC Documents, such disclosure controls and procedures are effective to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The Company maintains a system of internal controls over financial reporting sufficient to, except to the extent disclosed in the SEC Documents, provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS. Other than the material weaknesses in such internal controls over financial reporting disclosed in the SEC Documents, there are no such other material weaknesses in such system of internal controls. To the knowledge of the Company, there is no reason that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

Section 3.12    Compliance with Applicable Laws. The Company and each of its Subsidiaries have conducted their businesses in compliance with all Applicable Laws (including, without limitation, the U.S. Foreign Corrupt Practices Act, as amended) except as may be disclosed in the SEC Documents and as would not have a Material Adverse Effect. Except as may be disclosed in the SEC Documents, the Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”) that are required in order to carry on their business as presently conducted, except where the failure to have such Permits or the failure to make such filings, applications and registrations, would not have a Material Adverse Effect. Except as may be disclosed in the SEC Documents, all such Permits are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, except where such absence, suspension or cancellation, would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the ADSs from the NYSE. The Company has not received any notification that the SEC or the NYSE is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto), and has no knowledge of any facts that would reasonably be expected to lead to delisting or suspension of its ADSs from the NYSE in the foreseeable future.

Section 3.13    Insolvency and Winding-up. Both before and after giving effect to the transactions contemplated by this Agreement, each of the Company and its Subsidiaries (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due) and (ii) will have adequate capital and liquidity with which to engage in the their businesses as currently conducted and as described in the SEC Documents. No order or petition has been presented or resolution passed for the administration, winding-up, dissolution, or liquidation of any of the Company and its Subsidiaries and no administrator, receiver, or manager has been appointed in respect thereof.  None of the Company and its Subsidiaries has commenced any other proceeding under any bankruptcy, reorganization, composition, arrangement, adjustment of debt, release of debtors, dissolution, insolvency, liquidation, or similar law of any jurisdiction and no such proceedings have been commenced or is anticipated to be commenced against any of the Company and its Subsidiaries.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company that:

Section 4.01    Organization. The Purchaser is duly established, validly existing and in good standing under the laws of its jurisdiction of formation and has the requisite power and authorization to own, lease and operate its properties and to carry on its business as now being conducted.

Section 4.02    Authorization; Enforcement; Validity. The Purchaser has the requisite power and authority to execute and deliver this Agreement and perform its obligations under this Agreement in accordance with the terms hereof. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action by the Purchaser and no other filing, consent or authorization on the part of the Purchaser is necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy Exception.

Section 4.03    No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational or constitutional documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract to which the Purchaser is a party, or (iii) result in a violation of any Applicable Law to the Purchaser or by which any property or asset of the Purchaser is bound or affected.

Section 4.04    Consents. The execution, delivery and performance of this Agreement by the Purchaser require no (i) consent, approval, authorization, action or order of, any exemption by, any notice to, or any filing or registration with, any Governmental Authority or (ii) any consent, approval or authorization from or any waiver by any third party pursuant to any Contract to which it is a party.

Section 4.05    Status and Investment Intent of the Purchaser.

(a)    The Purchaser is (i) not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring the Issued Shares in an offshore transaction under Rule 903 of Regulation S under the Securities Act, or (ii) an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, under the Act.

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(b)    The Purchaser (i) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks involved in purchasing the Issued Shares and (ii) is capable of bearing the economic risk of the Investment.

(c)    The Purchaser is acquiring the Issued Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. By executing this Agreement, the Purchaser further represents that, as of the date of this Agreement, it does not have any contract with any person to sell, transfer, or grant participation to any person, with respect to any of the Issued Shares.

(d)    The Purchaser acknowledges and affirms that, with the assistance of its advisors (if applicable), it has conducted and completed its own investigation, analysis and evaluation related to the investment in the Issued Shares.

Section 4.06    Restricted Securities.  The Purchaser understands that the Issued Shares it is purchasing are characterized as “restricted securities” under U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances.

Section 4.07    Legends.  It is understood that the certificates evidencing the Issued Shares shall bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR A VALID EXEMPTION THEREFROM.”

ARTICLE 5

COVENANTS

Section 5.01    Interim Conduct; Further Assurances.

(a)    From the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business and affairs in the ordinary course of business consistent with past practice, (ii) not take any action, or omit to take any action, that would reasonably be expected to make (x) any of its representations and warranties in this Agreement untrue, or (y) any of the conditions for the benefit of the Purchaser set forth in Article 6 not to be satisfied, in each case, at, or as of any time before, the Closing Date.

(b)    Each party hereto shall use its respective best efforts to promptly fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated by this Agreement, including the execution and delivery of any documents, certificates, instruments or other papers that are required for the consummation of such transactions, and will cooperate and consult with the other and use its best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary Permits of, or any exemption by, all Governmental Authorities, necessary or advisable to consummate the transactions contemplated by this Agreement. After the Closing Date, each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement any applicable transactions contemplated hereby or to evidence any relevant events or matters.

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Section 5.02    Listing of Securities. The Company shall (i) take all actions necessary to continue the listing and trading of its ADSs on the NYSE and shall materially comply with the Company’s reporting, filing and other obligations under the rules of the NYSE, in each case, through the Closing, and (ii) at its own cost file with the NYSE a supplemental listing application in respect of the Issued Shares.

Section 5.03    Lock-up. The Purchaser shall not, during the Lock-Up Period (as defined below), Transfer any Issued Shares or any interest therein without the prior written consent of the Company (which the Company may grant or withhold in the Company’s sole discretion), except for the Affiliate of the Purchaser.  As used herein, the “Lock-Up Period” with respect to any Issued Shares held by the Purchaser will commence on the Closing Date and continue until and include the date that is six (6) months after the Closing Date.

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.01    Conditions to Obligations of All Parties. The obligations of each party hereto to consummate the Closing are subject to the satisfaction of the following conditions:

(a)    No provision of any Applicable Law or no judgment entered by or with any Governmental Authority with competent jurisdiction, shall be in effect that enjoins, prohibits or materially alters the terms of the transactions contemplated by this Agreement.

(b)    No Proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any Governmental Authority.

Section 6.02    Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:

(a)    (i) the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; and (v) there shall have been no Material Adverse Effect.

Section 6.03    Conditions to Obligation of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction of the following further conditions:

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(a)    The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date.

(b)    The Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date (including but not limited to its payment obligations under Section 2.02(a)).

ARTICLE 7

SURVIVAL; INDEMNIFICATION

Section 7.01    Survival.

(a)    All representations and warranties made by any Party contained in this Agreement shall survive the Closing until twelve (12) months after of the Closing Date.

(b)    Notwithstanding anything to the contrary in the foregoing clause, (i) any breach of representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding clause (a), if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time and (ii) any breach of representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud or intentional misrepresentation shall survive indefinitely or until the latest date permitted by law.

Section 7.02    Indemnification.

(a)    Effective at and after the Closing, each Party hereto, as applicable (the “Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates (the “Indemnified Parties”) against and from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Losses”), incurred or suffered by the Indemnified Parties arising out of any misrepresentation or breach of representation or warranty or breach of covenants or agreements by the Indemnifying Party under this Agreement; provided that (i) the Indemnifying Party’s maximum liability under this Section 7.02 shall not exceed the Subscription Price, (ii) no Indemnifying Party shall be liable for any Losses consisting of punitive damages, (iii) the amount of any Losses for which indemnification is provided under this section shall be reduced by (a) any amounts that have been recovered by any Indemnified Party from any third party, and (b) any insurance proceeds or other cash receipts or source of reimbursement that have been received by any Indemnified Party with respect to such Losses, in each case, net of any costs of recovery, and (iv) each Indemnified Party shall use commercially reasonable efforts to mitigate the Losses it incurs.

(b)    Notwithstanding any other provision contained herein, the remedies contained in this Section shall be the sole and exclusive monetary remedy of the Indemnified Parties for any claim arising out of or resulting from this Agreement, except that no limitation or exceptions with respect to the obligations or liabilities on either Party provided hereunder shall apply to a Loss incurred by any Indemnified Party arising due to the fraud or fraudulent misrepresentation of the Indemnifying Party.

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Section 7.03    Third Party Claim Procedures.

(a)    The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

(b)    The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

(c)    The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently.

(d)    If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates.

(e)    In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party.

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(f)    Each party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim.

Section 7.04    Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

ARTICLE 8

TERMINATION

Section 8.01    Grounds for Termination. This Agreement may be terminated at any time prior to the Closing:

(a)    by the mutual written consent of each party hereto;

(b)    by the Purchaser or the Company if the Closing shall not have occurred on or before January 6, 2022; provided that such right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; or

(c)    by any party in the event that any Governmental Authority shall have issued a judgment or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such judgment or other action shall have become final and non-appealable.

The party desiring to terminate this Agreement pursuant to Section 8.01(b) or Section 8.01(c) shall give notice of such termination to the other parties hereto specifying the provision hereof pursuant to which such termination is made.

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Section 8.02    Effect of Termination. In the event of termination of this Agreement, this Agreement shall forthwith become void and of no further force or effect (except for Article 9, which shall survive such termination) and there shall be no liability on the part of any party hereto except that nothing herein shall relieve any party from any liability for Losses for any breach of this Agreement.

ARTICLE 9

MISCELLANEOUS

Section 9.01    Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and by letter, so long as a receipt of such letter is requested and received) and shall be given,

if to the Company, to:

AMTD International Inc.
23/F, Nexxus Building
41 Connaught Road Central
Hong Kong
Attention: Issac See
Facsimile: +852 31633289
Email: issac.see@amtdgroup.com

if to the Purchaser, to:

Unicorn Star Limited
11/F, 68 Yee Wo Street
Causeway Bay
Hong Kong
Attention: Board of Directors
Facsimile: +852 28947888

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 9.02    Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(a)    No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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Section 9.03    Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 9.04    Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Section 9.05    Governing Law. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating hereto, shall be governed by and construed in accordance with the law of Hong Kong, without regard to the conflicts of law rules thereunder.

Section 9.06    Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including, but not limited to, any question regarding the breach, termination or invalidity thereof shall be finally resolved by arbitration in Hong Kong in accordance with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”) in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration shall be in Hong Kong and the language to be used shall be English. Any arbitration award shall be (i) in writing and shall contain the reasons for the decision, (ii) final and binding on the parties hereto and (iii) enforceable in any court of competent jurisdiction, and the parties hereto agree to be bound thereby and to act accordingly.

Section 9.07    Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 9.08    Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 9.09    Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AMTD INTERNATIONAL INC.
By:	/s/ William Fung
	Name: William Fung
	Title:   Chief Executive Officer

[Signature Page to SPA]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

UNICORN STAR LIMITED
By:	/s/ Kenneth Ng / Allen Wan
	Name: Kenneth Ng / Allen Wan
	Title:   Directors
	Date: December 30, 2021

[Signature Page to SPA]

EX-99.3

Exhibit 99.3

Debt Securities Put Option Agreement

THIS AGREEMENT is made on 31 December 2021.

Between

International Merchants Holdings , a company incorporated in the Cayman Islands and having its registered office at International Corporation Services Ltd. No. 472, Harbour Place, 2^nd Floor, 103 South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1106 (“Put Option Grantor”);

And

Honormate Nominees Limited, a company incorporated in Hong Kong SAR and having its registered office located at 11/F, 68 Yee Wo Street, Causeway Bay, Hong Kong (the “Put Option Grantee”).

Both the Put Option Grantor and Put Option Grantee shall hereinafter be referred to as “Parties” and reference to “Party” shall mean either one (1) of them, as the case may be.

RECITALS

A. The Put Option Grantee is the beneficial owner of the 7.25% senior perpetual securities issued by AMTD International Inc. in the nominal amount of USD14,100,000 (the “Securities”) which are listed on the Stock Exchange of Hong Kong (stock code: 40219) and Singapore Stock Exchange; and

B. The Put Option Grantor is now desirous of granting a put option in respect of the Securities in favour of the Put Option Grantee, subject to the terms and conditions herein.

THE PARTIES HEREBY AGREE

1 DEFINITIONS

In this Agreement, unless express or implied to the contrary:

Affiliate	means any of a party’s holding company, subsidiaries, affiliates or any person or entity controlling, controlled by or under common control of the relevant entity;
Agreement Date	means the date of this Agreement;
Business Day	means a day except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled) on which banks and financial institutions are open for business in Hong Kong;
Claim	includes any notice, demand, assessment, letter or other document issued or action taken by the fiscal authorities in Hong Kong or any other statutory or governmental authority, body or official whatsoever having jurisdiction over the Put Option Grantor (whether of Hong Kong or elsewhere in the world) whereby the Put Option Grantor is or may be placed or sought to be placed under a liability to make payment or deprived of any relief, allowance, credit or repayment otherwise available;

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Security Interest	includes any: (a)    interest or equity of any person (including among other things any right to acquire, option or right of pre-emption or right of first refusal); (b)    mortgage, deposit, charge, pledge, lien, assignment or hypothecation; and (c)    other form of encumbrance, priority or security interest or arrangement;
Taxation	means all forms of taxation whether of Hong Kong or elsewhere in the world, past, present and future and all other statutory, governmental or state impositions, duties and levies and all penalties, charges, costs and interest relating to any Claim; and
USD	means the lawful currency of the United States of America

2 INTERPRETATION

2.1 In this Agreement, words importing the singular or the masculine gender will include the plural or the feminine/neuter genders or vice versa and words importing persons will include companies the expression ‘Put Option Grantor’ and ‘Put Option Grantee’ will include their respective successors-in-title and permitted assigns.

2.2 The headings and sub-headings in this Agreement are inserted for convenience only and are to be ignored when construing the provisions of this Agreement.

2.3 Any reference to statutes and rules made include all amendments that may be enacted from time to time.

3 PUT OPTION

For the sum of one dollar (US$1) (the receipt and sufficiency of which is hereby acknowledged by the Put Option Grantor), the Put Option Grantor hereby grants a put option (the “Put Option”) to the Put Option Grantee in relation to the Securities, which will be valid for exercise on 30 June 2023 (the “Put Date”). The Put Option Grantee may, but shall not be obliged to, by delivery to the Put Option Grantor of a written notice (the “Put Notice”), require the Put Option Grantor to purchase the Securities at a purchase price equal to 90.7 per cent of the nominal amount of the Securities (the “Put Price”), and the Put Option Grantor shall pay the Put Price, together with any accrued and unpaid interest of the Securities up to the date of the Put Notice, to the Put Option Grantee within three (3) Business Days after receiving the Put Notice.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Put Option Grantor

4.1.1	The Put Option Grantor represents and warrants to the Put Option Grantee that:
	(a)	it has the full power and authority to enter into and perform this Agreement;
	(b)	all actions, conditions and things required to be taken, fulfilled and done (including without limitation the obtaining of any necessary consents or licenses or the making of any filings or registrations) in order to enable it to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement and to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done on or before the Agreement Date;

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(c)	compliance with the terms of this Agreement does not and will not conflict with or result in the breach of or constitute a default under any of the terms, conditions or provisions of the Put Option Grantor’s memorandum and articles of association; and
(d)	the Put Option Grantor is not subject to any winding up proceedings.
(e)	the statements regarding the Put Option Grantor contained in the Recitals are true and accurate in all respects;
(f)	no order has been made or petition has been presented for the winding-up of the Put Option Grantor;
(g)	no litigation, arbitration or administrative proceedings is current or pending or, so far as the Put Option Grantor is aware, threatened (i) to restrain the entry into exercise of any of its rights under or performance or enforcement of or compliance with any of its obligations under this Agreement or (ii) which has or could have material adverse effect on the Put Option Grantor in relation to the performance of the Put Option Grantor’s obligations under this Agreement;
(h)	there has been no material adverse change in the financial condition or operations of the Put Option Grantor and the Put Option Grantor does not have any material liabilities or obligations, contingent or otherwise, other than liabilities incurred or obligations under contracts or commitments incurred in the ordinary course of business. The Put Option Grantor is currently solvent and does not involve in any administration, receivership, winding up or any other similar procedures.;
(i)	there is no liability for Taxation in respect of any Claim.

4.2 Representations and Warranties of the Put Option Grantee

4.2.1	The Put Option Grantee warrants, represents and undertakes with the Put Option Grantor that:
	(a)	it has the full power and authority to enter into and perform this Agreement;
	(b)	all actions, conditions and things required to be taken, fulfilled and done (including without limitation the obtaining of any necessary consents or licenses or the making of any filings or registrations) in order to enable it to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement and to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done on or before the Agreement Date;
	(c)	compliance with the terms of this Agreement does not and will not conflict with or result in the breach of or constitute a default under any of the terms, conditions or provisions of the Put Option Grantee’s memorandum and articles of association;

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(d)	the Securities will be free from any Security Interest upon exercise of the Put Option; and
(e)	it is not subject to any winding up proceedings.

5 INDEMNITY

5.1 The Put Option Grantor shall indemnify, defend and hold harmless: (i) the Put Option Grantee and each of its Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all losses, costs or expenses to the extent incurred or suffered by any of them in connection with, relating to, arising out of or due to, directly or indirectly, the breach by the Put Option Grantor of any of its representations, warranties, covenants or agreements set forth in this Agreement. The foregoing indemnification obligations of the Put Option Grantor shall apply without regard to whether the loss, cost or expense for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability.

5.2 The Put Option Grantee shall indemnify, defend and hold harmless: (i) the Put Option Grantor and each of its Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing from and against any and all losses, costs or expenses to the extent incurred or suffered by any of them in connection with, relating to, arising out of or due to, directly or indirectly, the breach by the Put Option Grantee of any of its representations, warranties, covenants or agreements set forth in this Agreement. The foregoing indemnification obligations of the Put Option Grantee shall apply without regard to whether the loss, cost or expense for which indemnity is claimed hereunder is based on strict liability, absolute liability or any other theory of liability.

6 CONFIDENTIALITY

The Parties acknowledge that the existence and terms of this Agreement, along with any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement, are considered confidential information. Each Party shall maintain confidentiality of all such confidential information, and, without obtaining the express written consent of the other Party, it shall not disclose any relevant confidential information to any third parties except for the information that: (a) it is in the public domain (other than through the receiving Party’s unauthorised disclosure); (b) it is required to be disclosed pursuant to the applicable laws or regulations, the rules of any stock exchange, or orders of the court or other governmental authorities; or (c) it is required to be disclosed by any Party to its shareholders, investors or legal counsel (as the case may be) regarding the transaction contemplated hereunder, provided that such shareholders, investors or legal counsel shall be bound by the same confidentiality obligations set forth in this section. Disclosure of any confidential information by staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This section shall survive indefinitely, regardless of whether the Agreement itself is terminated.

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7 NOTICES

7.1 Service of Notice

A notice or other communication required or permitted, under this Agreement, to be served on a person must be in writing and may be served:

(a) by personal delivery;

(b) by leaving it at the person’s current address for service;

(c) by registered post or by courier using an internationally recognized courier company; or

(d) by facsimile.

7.2 Particulars for Service

7.2.1 The particulars for service of the Put Option Grantor are:

Put Option Grantor
Address	:	Unit A, 7/F, Max Share Centre, No. 373 King’s Road, Hong Kong
Attn.	:	Board of Directors

7.2.2 The particulars for service of the Put Option Grantee are:

Put Option Grantee
Address	:	11/F, 68 Yee Wo Street, Causeway Bay, Hong Kong
Fax No.	:	(852) 2576 5021
Attn.	:	Mr Chris Poon

7.3 Time of Service

A notice or other communication is deemed served:

7.3.1 if given or made by facsimile on a Business Day immediately upon successful transmission (otherwise, on the next Business Day), as evidenced by the relevant transmittal report generated at the sender’s terminal; or

7.3.2 if given or made by letter on a Business Day, when delivered or left at the address required by this clause (otherwise, on the next Business Day).

A notice served in accordance with this clause shall be deemed sufficiently served and, in proving service and/or receipt of a communication, it shall be sufficient to prove that such communication was left at the addressee’s address or that the envelope containing such communication was properly addressed and posted or despatched to the addressee’s address or that the communication was properly transmitted by facsimile to the addressee. In the case of facsimile transmission, such transmission shall be deemed properly transmitted on receipt of a satisfactory report of transmission printed out by the sending machine.

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8 GENERAL

8.1 Governing Law and Jurisdiction

This Agreement is governed by and to be construed in accordance with the laws of Hong Kong. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Hong Kong and waives any right to object to proceedings being brought in those courts.

8.2 Time

Time is of the essence as regards all dates, periods of time and times specified in this Agreement.

8.3 Waiver

9.3.1 A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right, power or remedy available to the relevant Party, whether contractual, equitable, proprietary or otherwise.

9.3.2 It is further understood and agreed that any forbearance, delay or failure in exercising any right, power or remedy hereunder shall not act as a waiver.

8.4 Further Assurance

The Parties covenant with each other that they will respectively sign, execute and do and procure all other persons or companies, if necessary, to execute and do all such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.

8.5 Extent of Agreement

This Agreement binds the heirs, personal representatives, successors-in-title, assigns or nominees, as the case may be, of the Parties and shall not be assignable or transferrable by any Party hereto without the written consent of the other Party. This Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument. If so signed by the Parties in respective counterparts, this Agreement shall be deemed to have been duly executed by relevant Parties and will come into full force and effect.

8.6 Illegality and Severability of Provisions

9.6.1 The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision.

9.6.2 If a provision in this Agreement is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable.

9.6.3 If it is not possible to read down the provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this Agreement.

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8.7 Costs and Expenses

Each Party shall bear its own costs in relation to the preparation and execution of this Agreement.

8.8 Entire Agreement

This Agreement contains the entire understanding between the Parties with respect to the subject matter and supersedes any prior written or oral agreement between them relating to it and may not be modified except by written consent of all Parties.

8.9 Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

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EXECUTED BY the Parties as an agreement on the date first appearing above.

Signed by Raymond Qu	)
	)
for and on behalf of	)
	)
International Merchants Holdings	)
in the presence of:
Signed by Kenneth Ng and	)
Allen Wan	)
for and on behalf of	)
	)
Honormate Nominees Limited	)
in the presence of:

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