Exhibit
10.10(a)


 


EXECUTION
VERSION


 





14
September 2021


 


AMENDED
AND RESTATED CONVERTIBLE BOND INSTRUMENT


constituting
USD27,000,000 15% secured guaranteed convertible bonds


 


TNG
FINTECH GROUP INC.


as
Issuer


 











 





	 	M.B.
                                            KEMP LLP

                                                                    


23/F,
PICO Tower, 66 Gloucester Road, Hong Kong

T: +852 3170 1088


F:
+852 3170 1077


www.kempllp.com














 









    	 



     


    

 


CONTENTS


 





	CLAUSE	 	Page
	 	 	 
	PARTIES:	 	1
	 	 	 
	RECITALS	 	1
	 	 	 	 
	1.	INTERPRETATION	 	2
	 	 	 	 
	2.	THE CONVERTIBLE BONDS	 	3
	 	 	 	 
	3.	DEPOSIT OF CONVERTIBLE BOND INSTRUMENT	 	3
	 	 	 	 
	4.	STAMP DUTIES AND TAXES	 	3
	 	 	 	 
	5.	BENEFIT OF CONVERTIBLE BOND INSTRUMENT	 	4
	 	 	 	 
	6.	PARTIAL INVALIDITY	 	4
	 	 	 	 
	7.	NOTICES	 	4
	 	 	 	 
	8.	GOVERNING LAW AND JURISDICTION	 	4
	 	 	 	 
	9.	WAIVER OF IMMUNITY	 	6
	 	 	 	 
	10.	MODIFICATION	 	6
	 	 	 	 
	Schedule
1 FORM OF CONVERTIBLE BOND CERTIFICATE	 	7
	 	 	 
	Schedule
2 TERMS AND CONDITIONS OF THE BOND	 	15



 






    	 



     


    

 





THIS
AMENDED AND RESTATED CONVERTIBLE BOND INSTRUMENT is originally executed by way of deed poll on 14 September 2018, as
amended and restated pursuant to an Amendment Agreement (as defined herein) dated 14 September 2021


 


PARTIES:


 


	(1)	TNG
                                            FINTECH GROUP INC., a company incorporated in the British Virgin Islands and by way of
                                            continuation registered as an exempted company in the Cayman Islands with its registered
                                            address at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
                                            KY1-1104, Cayman Islands and with company number MC-344182 (the “Issuer”);



 


In
favour of:


 


	(2)	THE
                                            PERSON for the time being and from time to time registered as holder of the Convertible
                                            Bonds referred to below (the “Convertible Bond Holder”).



 


RECITALS:


 


	(A)	The
                                            Issuer was authorised by a resolution of its board of directors dated 14 September 2018 to
                                            create and issue USD30,000,000 12% secured guaranteed convertible bonds (the “Original
                                            Convertible Bonds”).



 


	(B)	The
                                            Issuer and Chelsea Vanguard Fund (the “Initial Convertible Bond Holder”)
                                            entered into a convertible bond subscription agreement on 14 September 2018 (the “Original
                                            Subscription Agreement”), pursuant to which the Initial Convertible Bond Holder
                                            agreed to subscribe the Original Convertible Bonds subject to the terms and conditions thereof,
                                            and on the same day, the Issuer has issued the convertible bond instrument (the “Original
                                            Convertible Bond Instrument”).



 


	(C)	By
                                            a redemption notice dated 30 January 2019, the Initial Convertible Bond Holder has partially
                                            redeemed the principal of the Original Convertible Bonds in the amount of USD7,500,000. As
                                            at 14 September 2021, the outstanding principal amount on the Original Convertible Bonds
                                            was USD22,500,000, and the accrued interest outstanding on the Original Convertible Bonds
                                            was USD4,380,944.58.



 


	(D)	Pursuant
                                            to the Original Convertible Bond Instrument, the maturity date was the date falling 36 months
                                            from the issue date thereof, i.e. 14 September 2021(“Original Maturity Date”).



 


	(E)	The
                                            Issuer and the Initial Convertible Bond Holder have agreed to extend the maturity
of the Original Convertible Bonds, subject to certain amendments to the terms and conditions of the Original Convertible Bond Instrument.






 






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	(F)	On
                                            14 September 2021, the Issuer and the Initial Convertible Bond Holder have agreed to certain
                                            amendments to the terms of the Original Convertible Bonds. To reflect the new terms and conditions
                                            agreed between the parties, the Issuer and the Initial Convertible Bond Holder will execute
                                            an amendment agreement (the “Amendment Agreement”) to amend and restate
                                            the original convertible bond instrument (the amended and restated convertible bond instrument,
                                            the “Convertible Bond Instrument” and the date on which Convertible Bond
                                            Instrument becomes effective in accordance with the terms of the Amendment Agreement, the
                                            “Amendment Effective Date”).



 


	(G)	The
                                            proposed amendments to the Original Convertible Bond Instrument were approved by the board
                                            of directors of the Issuer on 11 September 2021.



 


	(H)	This
                                            instrument shall, with effect on (and including) the Amendment Effective Date, form the amended
                                            and restated convertible bond instrument (the amended and restated convertible bond instrument
                                            being hereinafter known as “Convertible Bond Instrument”) for all the
                                            remaining convertible bonds issued by the Issuer pursuant to the mandate granted by its board
                                            of directors on 14 September 2018 (and varied by its board of directors on 11 September 2021)
                                            (“Convertible Bonds”) in substitution of the Original Convertible Bond
                                            Instrument.



 


THIS
CONVERTIBLE BOND INSTRUMENT WITNESSES as follows:


 


	1.	INTERPRETATION



 


	1.1	References
                                            to Convertible Bond Conditions



 


In
this Convertible Bond Instrument, “Convertible Bond Conditions” means the terms and conditions of the Convertible
Bonds scheduled to this Convertible Bond Instrument in Schedule 2 (and as maybe modified from time to time in accordance with its terms),
and any reference to anumbered “Convertible Bond Condition” is to the correspondingly numbered provision thereof.


 


	1.2	References
                                            to Convertible Bond Instrument



 


Any
reference to this Convertible Bond Instrument includes, without limitation, the Convertible Bond Conditions.


 


	1.3	Other
                                            Defined Terms



 


Terms
defined in the Convertible Bond Conditions have the same meanings when used in this Convertible Bond Instrument.


 






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	1.4	References
                                            to Clauses, Paragraphs and Schedules



 


Any
reference in this Convertible Bond Instrument to a Clause, Paragraph or Schedule, unless specifically provided otherwise, is a reference
to a clause or paragraph of, or schedule to, this Convertible Bond Instrument.


 


	1.5	Headings



 


Headings
and sub-headings are for ease of reference only and shall not affect the constructionof this Convertible Bond Instrument.


 


	1.6	Legislation



 


Any
reference in this Convertible Bond Instrument to any legislation (whether primary legislation or regulations or subsidiary legislation
or regulation made pursuant to such primary legislation or regulation) shall be construed as a reference to such legislation as the same
may have been, or may from time to time be, amended or re-enacted.


 


	2.	THE CONVERTIBLE
BONDS



 


The
Issuer hereby constitutes the Convertible Bonds which have the terms and conditions provided in the Convertible Bond Conditions in favour
of the Convertible Bond Holder that it will duly perform and comply with the obligations expressed to be undertaken by it in each Convertible
Bond Certificate and in the Convertible Bond Conditions (and for this purpose any reference in the Convertible Bond Conditions to any
obligation or payment under or in respect ofthe Convertible Bonds shall be construed to include a reference to any obligation or payment
under or pursuant to this provision).


 


	3.	DEPOSIT OF CONVERTIBLE
BOND INSTRUMENT



 


The
Issuer hereby acknowledges the right of the Convertible Bond Holder to the production of this Convertible Bond Instrument and shall ensure
that copies of this Convertible Bond Instrument are available for inspection by the Convertible Bond Holder during office hours at the
Specified Office.


 


	4.	STAMP DUTIES AND
TAXES



 


All
stamp duties (including any interest and penalties thereon or in connection therewith) which are payable in Hong Kong upon or
in connection with the execution and delivery of this Convertible Bond Instrument shall be borne equally between the Issuer and the
Convertible Bond Holder.


 






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	5.	BENEFIT OF CONVERTIBLE
BOND INSTRUMENT



 


	5.1	Deed
                                            Poll



 


This
Convertible Bond Instrument shall take effect as a deed poll for the benefit of theConvertible Bond Holder.


 


	5.2	Benefit



 


This
Convertible Bond Instrument shall enure to the benefit of the Convertible Bond Holder and its (and any subsequent) successors, assigns
and transferees, each of which shall be entitled severally to enforce this Convertible Bond Instrument against the Issuer.


 


	5.3	Assignment



 


The
Issuer shall not assign or transfer any of its rights or obligations under this Convertible Bond Instrument without the prior consent
in writing of the Convertible Bond Holder.


 


	6.	PARTIAL INVALIDITY



 


If
at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision
under the laws ofany other jurisdiction shall in any way be affected or impaired thereby.


 


	7.	NOTICES



 


All
notices and other communications to the Issuer hereunder shall be made in accordance withConvertible Bond Condition 20 (Notices).


 


	8.	GOVERNING LAW AND
JURISDICTION



 


	8.1	This
                                            Convertible Bond Instrument and any dispute or claim arising out of or in connection with
                                            it or its subject matter, existence, negotiation, validity, termination or enforceability
                                            is governed by and construed in accordance with Hong Kong law.



 






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	8.2	Any
                                            dispute, controversy or claim arising out of or in connection with the Convertible Bond Conditions,
                                            including any question regarding its existence, validity ortermination, shall be referred
                                            to and finally resolved by arbitration at the Hong Kong International Arbitration Centre
                                            (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre
                                            Administered Arbitration Rules in force when the notice of arbitration is submitted (the
                                            “Rules”), which Rules are deemed to be incorporated by reference into
                                            the Convertible Bond Conditions.



 


	8.3	The
                                            arbitration tribunal (the “Tribunal”) shall consist of three (3) arbitrators.
                                            The claimant(s)shall designate one (1) arbitrator. The respondent(s) shall designate one
                                            (1) arbitrator. The two (2) arbitrators thus appointed shall designate the third arbitrator
                                            who shall be the presiding arbitrator. If within 14 days of a request from the other party(ies)
                                            to do so any party(ies) fails(s) to designate an arbitrator, or if the two (2) arbitrators
                                            fail to designate the third arbitrator within 14 days after the confirmationof appointment
                                            of the second arbitrator, the appointment shall be made, upon request of any party(ies),
                                            by the HKIAC Council in accordance with the Rules.



 


	8.4	The
                                            seat, or legal place, of arbitration shall be Hong Kong.



 


	8.5	The
                                            language to be used in the arbitral proceedings shall be English.



 


	8.6	Any
                                            award of the Tribunal shall be made in writing and shall be final and binding on theConvertible
                                            Bond Holder and the Issuer from the day it is made. The parties undertake to carry out the
                                            award without delay.



 


	8.7	Each
                                            Convertible Bond Holder and the Issuer waive any right to apply to any court of law and/or
                                            other judicial authority to determine any preliminary point of law and/or review any question
                                            of law and/or the merits, insofar as such waiver may validly be made. Each such party shall
                                            not be deemed, however, to have waived any other rightto challenge any award. Nothing in
                                            this Clause 8 shall be construed as preventing any such party from seeking conservatory or
                                            interim relief from any court ofcompetent jurisdiction.



 


	8.8	This
                                            arbitration agreement shall be governed and construed under the laws of Hong Kong.



 






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	8.9	Where
                                            disputes arise out of or in connection with Convertible Bond Conditions and out of or in
                                            connection with any other Transaction Document which, in the absolute discretion of the first
                                            arbitral tribunal to be appointed in any of the disputes, are so closely connected that it
                                            is expedient for them to be resolved in the same proceedings, that arbitral tribunal shall
                                            have the power to order that the proceedings to resolve that dispute shall be consolidated
                                            with those to resolve any of the other disputes (whether or not proceedings to resolve those
                                            other disputes have yet been instituted), provided that no date for the final hearing of
                                            the first arbitration has been fixed. If that arbitral tribunal so orders, the parties to
                                            each dispute which is a subject of its order shall be treated as having consented to that
                                            dispute being finally decided:



 


	 	8.9.1	by the arbitral
tribunal that ordered the consolidation unless the HKIAC decides that that arbitral tribunal would not be suitable or impartial; and



 


	 	8.9.2	in accordance with
the procedure, at the seat and in the language specified in the relevant Transaction Document under which the arbitral tribunal that
ordered the consolidation was appointed, save as otherwise agreed by all parties to the consolidated proceedings or, in the absence of
any such agreement, ordered by the arbitral tribunal in the consolidated proceedings.



 


The
above shall apply even where powers to consolidate proceedings exist under any applicablearbitration rules including those of an
arbitral institution and, in such circumstances, the provisions of foregoing paragraph above shall apply in addition to those
powers.


 


	8.10	The
                                            Issuer irrevocably and generally consents in respect of any proceedings any wherein connection
                                            with any Transaction Document to the giving of any relief or the issue of any process in
                                            connection with those proceedings, including, without limitation, the making, enforcement
                                            or execution against any assets whatsoever (irrespective oftheir use or intended use) of
                                            any order or judgment which may be made or given in those proceedings.



 


	9.	WAIVER
                                            OF IMMUNITY



 


The
Issuer irrevocably agrees that should any person take any arbitration or court proceedings anywhere (whether for an injunction, specific
performance, damages or otherwise) in connection with any Transaction Document, it waives any claim to immunity (to the extent that it
may at any time exist, whether on the grounds of sovereignty or otherwise) in relation to those proceedings, including, without limitation,
immunity from:


 


		(a)	jurisdiction
                                            of any court or tribunal;



 


		(b)	service
                                            of process;



 


		(c)	injunctive
                                            or other interim relief, or any order for specific performance or recovery
of land;and






 


		(d)	any
                                            process for execution of any award or judgment against its assets.



 


	10.	MODIFICATION



 


	10.1	Without
                                            prejudice to Clause 10.2, all or any of the rights for the time being attached to the Convertible
                                            Bonds may from time to time (whether or not the Issuer is being dissolved or wound up)be
                                            altered or abrogated with the Convertible Bond Holder’s approval and shall be effected
                                            byan instrument by way of deed poll executed by the Issuer and expressed to be supplemental
                                            to this Convertible Bond Instrument.



 


	10.2	The
                                            Convertible Bond Holder may, by notice in writing to the Issuer, request for modifications
                                            to the Convertible Bond Instrument which are of a formal, minor or technical nature, or made
                                            to correct a manifest error, and in each case not affecting adversely the rights of the Convertible
                                            Bond Holder, if any, and upon receipt of such notice in writing the Issuer shall effect such
                                            modifications by an instrument by way of deed poll executed by the Issuer and expressed to
                                            be supplemental to this Convertible Bond Instrument and notify the Convertible Bond Holder
                                            in respect of the modifications. Any such modifications shall be binding on the Convertible
                                            Bond Holder and the Issuer.



 






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Schedule
1


 


FORM
OF CONVERTIBLE BOND CERTIFICATE


 


*********************************************************


 


	Certificate
No:         [●]	 	Date of Issue:          [●]



 


THIS
CONVERTIBLE BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO A REGISTRATION STATEMENT OR IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


TNG
FINTECH GROUP INC.


(the
“Issuer”)


 


(a
company incorporated in British Virgin Islands and by way of continuation registered as an exempted company in the Cayman Islands)


 


USD27,000,000
15% Secured Guaranteed Convertible Bonds


 


This
Convertible Bond Certificate is issued in respect of USD27,000,000 15% Secured Guaranteed Convertible Bonds (the “Convertible
Bonds”) of TNG FinTech Group Inc. (the “Issuer”). The Convertible Bonds are constituted by the Convertible
Bond Instrument originally dated 14 September 2018, as amended and restated pursuant to an amendment agreement dated 14 September 2021
(as further amended and/or supplemented from time to time) and entered into by the Issuer (the “Convertible Bond Instrument”),
subject to the memorandum of association and articles of association of the Issuer.


 


THIS
IS TO CERTIFY that the Convertible Bond Holder named below is the registered holder of the Convertible Bond (with such principal
amount as specified in this Convertible Bond Certificate). The Issuer promises to pay the person who appears at the relevant time on
the register of Convertible Bond Holders as Convertible Bond Holder of the Convertible Bond in respect of which this Certificate is issued
such amount or amounts as shall become due in respect of the Convertible Bond and otherwise to comply with the terms and conditions of
the Convertible Bond Instrument (the “Convertible Bond Conditions”).


 






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The
Convertible Bond is convertible into the shares of TNG FinTech Group Inc. in accordance with and subject to the Convertible Bond Conditions.


 


This
Convertible Bond Certificate is evidence of entitlement only. Title to the Convertible Bonds passes only on due registration on the register
of Convertible Bond Holders and only the duly registered Convertible Bond Holder is entitled to payments on the Convertible Bonds in
respect of which this Convertible Bond Certificate is issued.


 


This
Convertible Bond Certificate is issued pursuant to the Convertible Bond Instrument. Words and expressions used in the Convertible Bond
Instrument and the Convertible Bond Conditions have the same meanings when used in this Convertible Bond Certificate.


 


 





	Name of Convertible Bond Holder:	 	CHELSEA VANGUARD FUND
	 	 	 
	Address of Convertible Bond
Holder:	 	c/o Unit 1501, 15/F West Tower Shun Tak Centre, 168-200 Connaught Road Central

	 	 	 
	Principal
amount of Convertible Bond:	 	USD[●]



 





This
Convertible Bond Certificate is governed by and shall be construed in accordance with the laws ofHong Kong.


 


	SEALED with the common seal of	)
	TNG FINTECH GROUP INC. 	)




 


	 	 
	Name:	 	 
	Title:	 	 


 


A
COPY OF THE CONVERTIBLE BOND INSTRUMENT AND THE CONVERTIBLE BOND CONDITIONS MAY BE OBTAINED ON REQUEST FROM THE ISSUER AT THE SPECIFIED
OFFICE. THE SCHEDULES PRINTED ON THE FOLLOWING PAGES FORM PART OF THIS CONVERTIBLE BOND CERTIFICATE.


 






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FIRST
SCHEDULE TO CONVERTIBLE BOND CERTIFICATE


Part
A – Redemption Notice


 


	To:	 The Directors
		 TNG
                                                                           FINTECH GROUP INC.


		 21/F., Olympia Plaza 
		255
                                                                                                                                                            King’s Road,
		North Point,
		 Hong
                                   Kong



 


Date:


 


USD27,000,000
15% Secured Guaranteed Convertible Bonds (the “Convertible Bonds”)


 


Words
and expressions used in the Convertible Bond Instrument originally dated 14 September 2018, as amended and restated pursuant to an amendment
agreement dated 14 September 2021 (as further amended and/or supplemented from time to time) entered into by TNG FinTech Group Inc. (the
“Issuer”) to constitute the Convertible Bonds (the “Convertible Bond Instrument”) and the terms
and conditions of the Convertible Bonds contained in the Convertible Bond Instrument have the same meanings when used inthis notice.


 


[Reference
is made to Condition 10 of the Convertible Bonds Conditions. We, being the undersigned Convertible Bond Holder of the Convertible Bonds
of such principal amount specified below and evidenced by the Convertible Bond Certificate(s) referred to below, hereby elect to have
the principal amount stated below redeemed.]


 


[Reference
is made to Condition 11 (Redemption upon Event of Default) of the Convertible Bond Conditions, the relevant Event of Default being
[●], we, being the undersigned Convertible Bond Holder of the Convertible Bonds of such principal amount specified below and evidenced
by the Convertible Bond Certificate(s) referred to below, hereby confirmed that we have given a written notice to the Issuer of occurrence
of such Event of Default [and a period of 15 Business Days from such notice has been expired during which such Event of Default remains
unremedied,] and we elect to have the Convertible Bonds of such principal amount redeemed.]


 






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	1.	Denominated
                                            Amount and certificate numbers of Convertible Bond(s) to which this notice applies:



 


Denominated
Amount of Convertible Bond being redeemed:


 


Certificate number(s)of the Convertible Bond:


 


	2.	[Redemption
                                            Date] /[EoD Redemption Date]:



 


	3.	Redemption
                                            Amount:



 


The
Redemption Amount mentioned above payable by the Issuer will be transferred to the following bank account:


 


Account
no: [●]


 


Account name: [●]


 


Bank: [●]


 


	Signed by	)
	for and on behalf of	)
	[Name of Convertible Bond Holder]	)




 






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Part
B - Conversion Notice


 





	To:	The Directors
		TNG FINTECH GROUP INC.
		21/F., Olympia Plaza 
		255 King’s Road,
		North Point,
		Hong Kong

 








Date:


 


USD27,000,000
15% Secured Guaranteed Convertible Bonds (the “Convertible Bonds”)


 


Words
and expressions used in the Convertible Bond Instrument originally dated 14 September 2018, as amended and restated pursuant to an
amendment agreement dated 14 September 2021 (as further amended and/or supplemented from time to time) entered into by TNG FinTech
Group Inc. (the “Issuer”) to constitute the Convertible Bonds (the “Convertible Bond
Instrument”) and the terms and conditions of the Convertible Bonds contained in the Convertible Bond Instrument have the
same meanings when used in this notice.


 


We,
being the undersigned holder of the Denominated Amount of Convertible Bonds specified below and evidenced by the Convertible Bond Certificate(s)
referred to below, hereby agree to convert such Denominated Amount of the Convertible Bonds [and the accrued and unpaid interest attributable
thereon]1as specified below of which we are the holder for such number of Conversion Shares as is calculated in accordance
with the Convertible Bond Conditions.


 


	1.	Total
                                            Denominated Amount, number and identifying numbers (if relevant) of the Convertible Bonds
                                            to be converted:



 


Total
Denominated Amount:


 


Accrued
and unpaid interest:


 


Identifying
numbers of Convertible Bond Certificates deposited in respect of the Convertible Bonds to be converted:


 






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	2.	Proposed
                                            date of conversion:



 


	3.	Total
                                            number of Conversion Shares to be delivered upon the conversion:



 


	4.	*
                                            (a) The Conversion Shares required to be delivered on conversion are delivered through the clearing
                                            system of the Stock Exchange and credited to the following stock account:



 


Name:


 


Address:


 


Custodian
Account No. (if applicable):


 


Securities
Account No.:


 


Account
Name:


 


or


 


		 * (b) The Conversion
                                                                                                                                  Shares required to be delivered on conversion are to be registered in the name of:



 


Name:


 


Address:


 


Nationality
of Beneficial Owner:


 


In
relation to 4(b), we hereby request that the certificates for the Conversion Shares required to be delivered upon conversion (i) be
delivered to the person whose name and address is given below:


 


Name:


 


Address:


 


(ii)
be made available for collection at the specified office of the Issuer or its share registrar, if any, in Hong Kong.


 


*
delete and/or complete as appropriate


 


	Signed by	)
	for and on behalf of	)
	[Name of Convertible Bond Holder]	)




 






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Part
C – Transfer Form


 


FOR
VALUE RECEIVED the undersigned hereby transfers the following principal amounts of Convertible Bond, and all rights in respect thereof,
to the transferee(s)listed below:


 


	Principal
    Amount transferred:	[	]
	Name
    of transferee:	[	]
	Address
    of transferee:	[	]
	Account
    for payment:	[	]


 


Dated:


 


Certifying
Signature:


 


Name:


 


Notes:


 


	(i)	A
                                            representative of the Convertible Bond Holder should state the capacity in which he signs
                                            (e.g.executor).



 


	(ii)	The
                                            signature of the person effecting a transfer shall conform to any list of duly authorised
                                            specimen signatures supplied by the registered holder to the Issuer or in such other manner
                                            as the Issuer may require.



 






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SECOND
SCHEDULE TO CONVERTIBLE BOND CERTIFICATE


 


Terms
and Conditions of the Bond





 


NOTE:
to be attached when the Convertible Bond Certificate is being issued


 





(End
of Schedule 1 (Form of Convertible Bond Certificate))


 


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Schedule
2


 


TERMS
AND CONDITIONS OF THE BOND


 


The
issue of USD27,000,000 15% Secured Guaranteed Convertible Bonds (the “Convertible Bonds”) of TNG FINTECH
GROUP INC. (the “Issuer”), a company incorporated in the British Virgin Islands and by way of continuation registered
as an exempted company in the Cayman Islands, was first authorised by a resolution of the board of directors of the Issuer dated 14 September
2018 as an issue of USD30,000,000 12% Secured Guaranteed Convertible Bonds. The original convertible bonds were constituted by a convertible
bond instrument dated 14 September 2018 (the “Issue Date”).


 


Since
its original Issue Date, partial redemption has been made. Certain amendments were made to the terms and conditions of the original convertible
bonds and such amendments were approved by the board of directors of the Issuer dated 11 September 2021.


 


The
original convertible bond instrument was amended and restated with the approval of the Convertible Bond Holder pursuant to the Amendment
Agreement) (the amended and restated convertible bond instrument being hereinafter known as “Convertible Bond Instrument”).


 


The
Convertible Bonds are issued subject to the terms set out in these amended and restated terms and conditions (the amended and restated
convertible bond terms and conditions being hereinafter known “Convertible Bond Conditions”).


 


Unless
otherwise defined in these Convertible Bond Conditions, terms defined in the Convertible Bond Instrument have the same meaning when used
in these Convertible Bond Conditions.


 


	1.	Amount and Issue
of the Convertible Bonds



 


	1.1	The
                                            aggregate principal amount of the Convertible Bonds is USD[•].



 


	1.2	Each
                                            Convertible Bond shall be issued subject to and in accordance with the terms of the Convertible
                                            Bond Conditions and shall be binding on the Issuer and shall enure for the benefit of the
                                            Convertible Bond Holder.



 


	1.3	The
                                            Issuer and the Convertible Bond Holder shall each pay half of all stamp duties (if any) payable
                                            in Hong Kong on the issue of the Convertible
Bonds and the initial delivery of the Convertible Bonds.






 






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	2.	Covenant to Pay



 


	2.1	The
                                            Issuer will on any day on which the Convertible Bonds or any portion thereof become due unconditionally
                                            pay to, or cause to be paid to, or to the order of the Convertible Bond Holder in USD in
                                            immediately available funds such amount payable in respect of the Convertible Bonds becoming
                                            due on that date, calculated in accordance with the Convertible Bond Conditions together
                                            with any applicable premium (if any) and will (subject to the Convertible Bond Conditions) until
                                            such payment (both before and after judgment) unconditionally pay to, or to the order of,
                                            the Convertible Bond Holder, interest in USD accrued and payable in accordance with the Convertible
                                            Bond Conditions.



 


	2.2	Save
                                            as provided herein, the Convertible Bonds may not be repaid or otherwise redeemed.



 


	3.	Form, Denomination,
Status and Guarantee



 


	3.1	Form
                                            and denomination



 


Each
Convertible Bond is issued in registered form of an amount (the “Denominated Amount”) of a minimum of USD1,000,000.
A Convertible Bond Certificate will be issued to each Convertible Bond Holder in respect of its registered holding of Convertible Bond.
Each Convertible Bond Certificate will be numbered serially with an identifying number which will be recorded on the relevant Convertible
Bond Certificate and in the register of Convertible Bond Holders (the “Convertible Bond Register”) kept by the Issuer.


 


	3.2	Status
                                            of the Convertible Bonds



 


The
Convertible Bonds constitute direct, unconditional, secured and guaranteed obligations of the Issuer which will at all times rank pari
passu without any preference or priority among themselves.


 


	3.3	Guarantee
                                            of the Convertible Bonds



 


The
Personal Guarantor has in the Guarantee unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time
to time payable by the Issuer in respect of the Convertible Bonds. The guarantee constitutes direct, general and unconditional obligations
of the Personal Guarantor which will at all times rank at least pari passu with all other present and future unsecured obligations
of the Personal Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general
applications.


 






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	4.	Convertible Bond Register, Title and Transfers




 


	4.1	Convertible
                                            Bond Register



 


The
Issuer shall keep and maintain the Convertible Bond Register at the Specified Office and shall enter in the Convertible Bond Register:


 


	 	4.1.1	the
    name and address of each Convertible Bond Holder for the time being;
	 	 	 
	 	4.1.2	the
    Denominated Amount of the Convertible Bond(s)held by each Convertible Bond Holder;
	 	 	 
	 	4.1.3	the
    date on which the name of each Convertible Bond Holder is entered in the Convertible Bond Register in respect of the Convertible
    Bond registered in its name; and
	 	 	 
	 	4.1.4	the
    date on which the Convertible Bond is redeemed or converted.


 


If
there is any change in the name or address of any Convertible Bond Holder, such Convertible Bond Holder shall give written notice to
the Issuer as soon as reasonably practicable following such change by notice in accordance with Convertible Bond Condition 20 (Notices),
following which the Issuer shall update the Convertible Bond Register accordingly. Each Convertible Bond Holder or any person authorised
by a Convertible Bond Holder shall be entitled at all times during office hours upon one (1) Business Day’s notice to inspect the
Convertible Bond Register and to take copies of or extracts from it.


 


	4.2	Title



 


Each
Convertible Bond Holder shall (except as otherwise required by applicable Laws) be treated as the absolute owner of such Convertible
Bond registered under its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any
other interest therein, any writing on the Convertible Bond Certificate relating thereto (other than the endorsed form of transfer) or
any notice of any previous loss or theft of such Convertible Bond Certificate).


 




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	4.3	Transfers



 


	 	4.3.1	The
    Convertible Bond is freely transferrable.
	 	 	 
	 	4.3.2	In
    this Convertible Bond Condition, “transfer” includes an offer, sale, transfer, encumbrance or otherwise disposal
    of any Convertible Bond, whether directly or indirectly (including through any entity holding the Convertible Bond) or entering into
    any agreement to do so.
	 	 	 
	 	4.3.3	A
    Convertible Bond may be transferred by delivery of the Convertible Bond Certificate issued in respect of that Convertible Bond, with
    the form of transfer on the back duly completed and signed by the holder or his attorney duly authorised in writing, to the Issuer.
    No transfer of a Convertible Bond will be valid unless and until entered on the Convertible Bond Register.


 


	5.	Covenants




 


	5.1	Notice
                                            of Event of Default



 


The
Issuer shall, as soon as possible and in any event within three (3) Business Days after the Issuer becomes aware of any Event of Default
or potential Event of Default, deliver to the Convertible Bond Holder a written notice signed by a director setting forth the details
of the Event of Default or potential Event of Default, and the action which the Issuer proposes to take with respect thereto.


 


	5.2	Negative
                                            Pledge and new debt



 


During
the period from the Issue Date to the date on which no Convertible Bonds remain outstanding, the Issuer shall not conduct any type of
financing activities, including equity fund raising or incurring any Financial Indebtedness or creating or permitting to subsist or arise
any Security Interest upon the whole or any part of its present or future assets or revenues to secure any Financial Indebtedness without
the prior written consent of the Convertible Bond Holder, provided that this Convertible Bond Condition does not apply:


 


	 	5.2.1	to
    any Security Interest created under the Security Documents or any encumbrance created under or approved pursuant to this Convertible
    Bond Instrument, or


 




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	 	5.2.2	if
    the funds raised from the financing activities are used solely for the purpose of the redemption of all or part only of the Convertible
    Bonds and/or the Exchangeable Bonds.


 


	5.3	Information
                                            Rights



 


From
the Issue Date up to the date on which no Convertible Bonds remain outstanding, the Issuer shall procure that the Convertible Bond Holder
is provided with:


 


	 	5.3.1	all
    documents despatched by the Issuer to its shareholders (or any class of them) or its creditors generally at the same time as they
    are despatched;
	 	 	 
	 	5.3.2	promptly
    upon becoming aware of them, the details of any litigation, arbitration or administrative proceeding which is current or pending
    against the Issuer;
	 	 	 
	 	5.3.3	within
    five (5) Business Days after each board meeting of the Issuer and TNG (Asia) Limited, a copy of the board minutes of such meeting;
	 	 	 
	 	5.3.4	promptly,
    all information relating to the maintenance and renewal of the SVF Licence, including, all material enquiries from and other correspondence
    with the relevant authorities relating to the licences which may have an adverse impact on the rights of the Convertible Bond Holder;
    and
	 	 	 
	 	5.3.5	promptly,
    all such other information in respect of the transactions contemplated by the Transaction Documents which is reasonably likely to
    be material or adverse to the Convertible Bond Holder’s interests under the Transaction Documents.


 


	5.4	Undertakings
                                            relating to a QIPO



 


	 	5.4.1	The
    Issuer agrees and undertakes to the Convertible Bond Holder that it shall achieve a QIPO as soon as practicable and in any event
    by no later than 14 September 2023 (or such later date as agreed between the Issuer and the Convertible Bond Holder).


 




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	 	5.4.2	For
    avoidance of doubt, nothing set out in this Condition 5 shall restrict the Issuer from agreeing to any lock-up arrangements normally
    required pursuant to a QIPO insofar as such lock-up arrangements do not restrict the Convertible Bond Holder’s rights under
    the Convertible Bond Conditions (including, without limitation, the right to receive Conversion Shares on conversion of the Convertible
    Bonds in accordance with the Convertible Bond Conditions).


 


	5.5	Undertakings
                                            relating to shareholding



 


Until
the date on which no Convertible Bond remains outstanding, save for any Security Documents, the Issuer undertakes to the Convertible
Bond Holders that it shall (and shall procure that the Obligors and the Company shall) obtain the prior written consent of the Convertible
Bond Holders before any Security Interest is created over, or any disposal of, any interest in the shares of any entity directly or indirectly
Controlled by the Issuer.


 


	5.6	Undertakings
                                            relating to the issue of new equity



 


The
Issuer undertakes not to issue new equity without the prior written approval of the Convertible Bond Holders.


 


	5.7	Undertakings
                                            relating to Conversion Shares



 


The
Issuer undertakes to procure that the Conversion Shares to be issued pursuant to a QIPO shall not be subject to any lock up restriction.


 


	5.8	Undertakings
                                            relating to ability to issue new Company Shares



 


During
the period from the Issue Date to the date on which no Convertible Bonds remainoutstanding, the Issuer agrees and undertakes that it
shall reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued shares, the full number of
Company Shares liable to be issued on conversion of the Convertible Bonds from time to time and shall ensure that all Conversion Shares
delivered on conversion ofthe Convertible Bonds will be duly and validly issued as fully-paid.


 




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	5.9	Registration
                                            of Conversion Shares



 


The
Issuer shall ensure that the Conversion Shares (and to the extent the QIPO is conducted by way of an offer and sale of depositary receipts
evidencing depositary interests in the Conversion Shares, such shares and receipts evidencing the Conversion Shares) are or will be registered
with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
on an appropriate registration statement for the purposes of the QIPO or, if the Convertible Bond Holder (or holder of Conversion Shares)
elects not to register any Conversion Shares for purposes of the QIPO, on one or more subsequent registration statements to be promptly
filed to and declared effective by the U.S. Securities and Exchange Commission upon the request of the Convertible Bond Holder (or holder
of Conversion Shares).


 


	5.10	Securities
                                            Act Exemptions



 


The
Issuer and each member of the TNG Group shall use its reasonable endeavours to make available all customary exemptions and safe harbours
under the Securities Act and the rules or regulations thereunder, including, without limitation, section 4(a)(2) of the Securities Act,
Rules 144 and 144A under the Securities Act and Regulation S under the Securities Act, in order to permit the Convertible Bond Holder
to offer, sell, pledge or otherwise transfer the Convertible Bonds and/or the Conversion Shares without registration under the Securities
Act.


 


	6.	Security




 


	6.1	The
    payment obligations of the Issuer under the Convertible Bonds are secured rateably and ona pari passu basis by the Security
    Documents.
	 	 
	6.2	In
    the event of the occurrence of an Event of Default followed by receipt by the Issuer of a written notice from the Convertible Bond
    Holder of such occurrence, or, in any other event where the Security becomes enforceable, the Convertible Bond Holder may, and in
    accordance with each of the Security Documents, enforce the relevant Security (including, without limitation, by taking possession
    or disposing of or realising the property charged under the Security Documents in addition to, or in lieu of taking such other
    action as may be permitted against the Issuer).
	 	 
	6.3	The
    Security shall be discharged in accordance with the terms of the Security Documents.


 




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	7.	Interest




 


	7.1	Subject
                                            to other provisions in this Convertible Bond Condition 7 (Interest), the Convertible
                                            Bonds bear interest:



 


	 	7.1.1	from
    (and including) 14 September 2018 to (and excluding) 14 September 2021, at the rate of 12% per annum, calculated on a simple interest
    basis; and
	 	 	 
	 	7.1.2	from
(and including) 14 September 2021 onwards, at the rate of 15% per annum calculated on a compounded basis, in each case, calculated annually
based on the actual number of days elapsed and a year of 360 days, payable on the earlier of (a)the Maturity Date and (b)the date when
the applicable Convertible Bond is redeemed or converted in accordance with the terms of the Convertible Bond Conditions, subject to
Convertible Bond Condition 15 (Payments).



 


	7.2	Interest
    accrued in respect of the principal amount of USD18,000,000 of the Convertible Bonds to be redeemed in accordance with Convertible
    Bond Condition 10.1 shall be compounded to the principal amount of the Convertible Bonds on the date of such redemption.
	 	 
	7.3	Interest
    will cease to accrue:


 


	 	7.3.1	(in
    the event of the redemption upon Event of Default in accordance with the provisions of Convertible Bond Condition 11) on the outstanding
    principal amount of the Convertible Bond with effect from the EoD Redemption Date and the relevant interest payable shall be paid
    on the relevant EoD Redemption Date; or
	 	 	 
	 	7.3.2	(in
    the event of a conversion of the Convertible Bond in accordance with the provisions of Convertible Bond Condition 8 and unless the
    Convertible Bond Holder has not elected to include the accrued and unpaid interest in the aggregate amount to be converted into Conversion
    Shares) on the outstanding principal amount of the Convertible Bonds which is subject to such conversion with effect from the Conversion
    Date and the relevant interest accrued payable shall be paid on the Conversion Date; or
	 	 	 
	 	7.3.3	(in
    the event of a redemption at Maturity in accordance with the provisions of Convertible Bond Condition 10.4) on the outstanding principal
    amount of the Convertible Bond with effect from the Maturity Date; or


 




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	 	7.3.4	(in
the event of a redemption in accordance with the provisions of Convertible Bond Conditions 10.1, 10.2, 10.3 or 10.5) on the Business
Day immediately prior to the payment of the Redemption Amount by the Issuer,

                                                         

	 	 	 
	 	provided that, in each case, if payment of any such amount due is withheld or refused by the Issuer, or if the Issuer otherwise defaults on the payment of any such amount, interest will continue to accrue in accordance with Convertible Bond Condition 13.


 


	8.	Conversion of the Convertible Bond




 


	8.1	Subject
    to other Convertible Bond Conditions hereunder and any applicable rules of the Stock Exchange, for so long as the Convertible Bonds
    remain outstanding, the Convertible Bond Holder may convert the Convertible Bonds, fully or in part, to Conversion Shares, during
    the Conversion Period.
	 	 
	8.2	Upon
    exercise by the Convertible Bond Holder of its right to convert the Convertible Bonds held by it to Conversion Shares pursuant to
    this Convertible Bond Condition 8, the Issuer shall issue to the Convertible Bond Holder such number of Conversion Shares in accordance
    with the following formula:


 


	Number
    of Conversion Share =	 	Principal
    Amount (+ Interest)

    ———————————

    Conversion
    Price

	Where:	 	 
	Principal
    Amount	=	the
    outstanding principal amount of the Convertible Bonds in respect of which the Convertible Bond Holder has exercised its conversion
    right
	Interest	=	(if
    the Convertible Bond Holder so elects) any accrued and unpaid interest attributable to the Principal Amount including any default
    interest in accordance with Convertible Bond Condition 13 below (if any)



 


	Conversion
    Price	=	An
    initial conversion price of USD6.21335 as adjusted by Convertible Bond Condition 9


 




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Provided
that:


 





	 	(a)	if
    the Convertible Bond Holder does not elect to include Interest in the calculation of the number of Conversion Shares, such Interest
    shall be paid in cash to the Convertible Bond Holder on the Conversion Date; and
	 	 	 
	 	(b)	in
    case the conversion of the Convertible Bonds in accordance with this Convertible Bond Condition 8.2 does not comply with any requirement
    of, or is not permitted by, the applicable Laws, the rules of the Stock Exchange or any direction of any Government Authority, the
    Convertible Bonds shall no longer be convertible and the Issuer shall redeem the outstanding Convertible Bonds in accordance with
    Convertible Bond Condition 10.1.


 


	8.3	If
    the number of Conversion Shares to be issued as determined by the formula above is not a whole number, it shall be rounded up to
    the nearest whole number.
	 	 
	8.4	Conversion
    procedures of the Convertible Bonds


 


	 	8.4.1	During
    the Conversion Period and subject to the applicable rules of the Stock Exchange,a Convertible Bond Holder may in its sole discretion
    deliver a notice of conversion in writing substantially in the form set out in Part B of the first schedule to the Convertible Bond
    Certificate (“Conversion Notice”). If no Conversion Notice is delivered by the Convertible Bond Holder in accordance
    with this Convertible Bond Condition 8.4.1 but a QIPO is due to occur, it shall be deemed that the Convertible Bond Holder has given
    the Issuer a Conversion Notice for the conversion of all of the outstanding principal amount of all Convertible Bonds held by it
    (and all accrued and unpaid interest in respect of such Convertible Bonds) into Conversion Shares and such Convertible Bonds shall
    be converted into Conversion Shares on the date immediately prior to the date of the QIPO.


 




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	 	8.4.2	The
    person in whose name the Conversion Shares are to be registered in accordance with the instructions given in the Conversion Notice
    will become the legal and beneficial owner of the Conversion Shares with effect from the Conversion Date.
	 	 	 
	 	8.4.3	The
    Issuer shall pay all costs and expenses, including all capital duty, stamp, issue, registration, securities transaction or other
    similar taxes, duties, levies and fees (if any) arising in connection with the issue of the Convertible Bond, any conversion of the
    Convertible Bond, and the issuance of the Conversion Shares, in each case as applicable, in respect of any conversion of Convertible
    Bond, directly to the relevant authorities.
	 	 	 
	 	8.4.4	Following
    the delivery of a Conversion Notice and subject to the applicable rules of the Stock Exchange, the Issuer shall promptly and in any
    event no later than the Conversion Date:


 


	 	(a)	take
    or procure its relevant shareholder(s) to take all necessary steps and execute all necessary documents to effect the issue of the
    Conversion Shares to the Convertible Bond Holder (or its nominee);
	 	 	 
	 	(b)	upon
    the election of the Convertible Bond Holder at its sole discretion and as notified to the Issuer in the Conversion Notice:


 


	 	(i)	(if
    the Conversion Shares are in dematerialised form) ensure, by taking all actions and doing all things required, that the Conversion
    Shares are credited to the stock account of any participant as designated by the Convertible Bond Holder in the Conversion Notice
    or otherwise in writing; or
	 	 	 
	 	(ii)	(if
    the Conversion Shares are in materialised form) ensure that the Conversion Shares are registered on the Issuer’s register of
    members in the name of the person specified in the Conversion Notice and that a certificate in respect of the Conversion Shares be
    issued in thename or names of the Convertible Bond Holder (or its nominee(s)), and deliver such certificate to the Convertible Bond
    Holder (or its nominee(s)).


 




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	 	8.4.5	Following
    conversion of any Convertible Bonds pursuant to this Convertible Bond Condition 8, the Convertible Bonds converted shall be cancelled
    forthwith and may not be re-issued or re-sold, and the Convertible Bond Certificates surrendered to the Issuer shall be destroyed
    and the Convertible Bond Holder’s name shall be removed from the register of Convertible Bond Holders in respect of the Convertible
    Bonds converted pursuant to this Convertible Bond Condition 8.


 


	8.5	The
    Conversion Shares issued to a Convertible Bond Holder upon the conversion of Convertible Bonds under Convertible Bond Condition 8
    shall be fully paid up or credited as fully paid up, in accordance with memorandum and articles of association (or equivalent constitutional
    documents) of the Issuer free from any Security Interest to such Convertible Bond Holder with effect from the Conversion Date and
    such Conversion Shares shall rank pari passu in all aspectswith the Company Shares in issue on the Conversion Date and shall
    be entitled to all dividends and other distributions the record date for which falls on a date on or after the Conversion Date.
	 	 
	8.6	Following
    the exercise of the conversion right and if the Convertible Bond Holder so elects, the Issuer will as soon as practicable, and in
    any event not later than 10 Business Day after the Conversion Date if the Convertible Bond Holder has requested in the Conversion
    Notice and to the extent permitted under the applicable law and the rules and procedures of Nasdaq Clearing AB (“NASDAQ
    Clearing”) or the equivalent clearing system of the Stock Exchange effective from time to time, take all necessary action
    to procure that the Conversion Shares are delivered through NASDAQ Clearing or the equivalent clearing system of the Stock Exchange
    for so long as such Conversion Shares are listed on the Stock Exchange.


 


	9.	Adjustments to Conversion Price




 


	9.1	If
                                            the Issuer proposes any one or more of the following events prior to the Maturity Date:



 


	 	9.1.1	Consolidation,
    Subdivision or Reclassification:


 


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


 


	 	A	 
	 	B	 


 






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where:


 


		A	is
                                            the nominal amount of one Company Share immediately after such alteration; and



 


		B	is
                                            the nominal amount of the one Company Share immediately before such issue.



 


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


  


	 	9.1.2	Capitalisation
  of Profits or Reserves:




 


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


 






	 	A	 
	 	B	 


 


where:


 


	 	A	is
    the aggregate nominal amount of the issued Company Shares immediatelybefore such issue; and
	 	 	 
	 	B	is
    the aggregate nominal amount of the issued Company Shares immediatelyafter such issue.


 


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


 




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		(b)	In
                                            the case of an issue of Company Shares by way of a Scrip Dividend where the Current Market
                                            Price of such Company Shares on the date of announcement of the terms of such issue of Company
                                            Shares multiplied by the number of Company Shares issued exceeds the amount of the Relevant
                                            Cash Dividend or the relevant part thereof and which would not have constituted a Distribution,
                                            the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately
                                            before the issue of such Company Shares by the following fraction:



 


	 	A+B	 
	 	A+C	 


where:


 


	 	A	is
    the aggregate nominal amount of the issued Company Shares immediatelybefore such issue;
	 	 	 
	 	B	is
    the aggregate nominal amount of Company Shares issued by way of such Scrip Dividend multiplied by a fraction of which (i)the numerator
    is the amountof the whole, or the relevant part, of the Relevant Cash Dividend and (ii)the denominator is the Current Market Price
    of the Company Shares issued byway of Scrip Dividend in respect of each existing Company Share in lieu of thewhole, or the relevant
    part, of the Relevant Cash Dividend; and
	 	 	 
	 	C	is
    the aggregate nominal amount of Company Shares issued by way of suchScrip Dividend;


 


OR
by making such other adjustment as an Independent Investment Bank deems fair and reasonable.


 


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


 




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	 	9.1.3	Distribution:




 


If
and whenever the Issuer shall pay or make any Distribution (as defined below) to the Company Shareholders (except where the Conversion
Price falls to be adjusted under Convertible Bond Condition 9.1.2 above), the Conversion Price shall be adjusted by multiplying the Conversion
Price in force immediately before such Distribution by the following fraction:


 


	 	A-B	 
	 	A	 


where:


 


	 	A	is
    the Current Market Price of one Company Share on the date on which theDistribution is publicly announced; and
	 	 	 
	 	B	is
    the Fair Market Value on the date of such announcement, as determined in good faith by an Independent Investment Bank, of the portion
    of the Distribution attributable to one Company Share;


 


OR
by making such other adjustment as an Independent Investment Bank deems fairand reasonable.


 


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


 


	 	9.1.4	Rights Issues of Company Shares or Options over Company Shares:




 


If
and whenever the Issuer shall issue Company Shares to all or substantially all Company Shareholders as a class by way of rights, or issue
or grant to all or substantially all Company Shareholders as a class, by way of rights, options, warrants orother rights to subscribe
for or purchase any Company Shares, in each case at less than 95 per cent, of the Current Market Price per Company Share on the date
of announcement of the terms of the issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force
immediately before such issue or grant by the following fraction:


 


	 	A+B	 
	 	A+C	 


where:


 


		A	is
                                            the number of Company Shares in issue immediately before suchannouncement;



 




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	 	B	is
    the number of Company Shares which the aggregate amount (if any) payable for the Company Shares issued by way of rights or for the
    options or warrants or other rights issued by way of rights and for the total number of Company Shares comprised therein would purchase
    at such Current MarketPrice per Company Share; and
	 	 	 
	 	C	is
    the aggregate number of Company Shares issued or, as the case may be,comprised in the issue or grant.


 


Such
adjustment shall become effective on the date of issue of such Company Shares or issue or grant of such options, warrants or other rights
(as the case may be) or wherea record date is set, the first date on which the Company Shares are traded ex-rights, ex-options or ex-warrants,
as the case may be.


 


	 	9.1.5	Rights Issues of Other Securities:




 


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


 


	 	A-B	 
	 	A	 


where:


 


		A	is
                                            the Current Market Price of one Company Share on the date on which such issue or grant is
                                            publicly announced; and



 


		B	is
                                            the Fair Market Value on the date of such announcement, as determined in good faith by an
                                            Independent Investment Bank, of the portion of the rightsattributable to one Company Share;



 






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OR
by making such other adjustment as an Independent Investment Bank deems fairand reasonable.


 


Such
adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may
be) or where a record date is set, the first date on which the Company Shares are traded ex-rights, ex-options or ex- warrants,as the
case may be.


 





	 	9.1.6	Issues at less than Current Market Price:




 


If
and whenever the Issuer shall issue (otherwise than as mentioned in Convertible Bond Condition 9.1.4)any Company Shares (other than Company
Shares issued on the exercise of any rights of conversion into, or exchange or subscription for, Company Shares)or the issue or grant
of, whether for cash or otherwise, (otherwise as mentionedin Convertible Bond Condition 9.1.4 )options, warrants or other rights to subscribe
or purchase, directly or indirectly, Company Shares in each case at a price per Company Share which is less than 95 per cent, of the
Current Market Price on the date of announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the
Conversion Price in force immediately before such issue by the following fraction:


 


	 	A+B	 
	 	C	 


 


where:


 


	 	A	is
    the number of Company Shares in issue immediately before the issue of such additional Company Shares or the grant of such options,
    warrants orother rights to subscribe for or purchase any Company Shares;
	 	 	 
	 	B	is
    the number of Company Shares which the aggregate consideration receivable for the issue of such additional Company Shares would purchase
    at such Current Market Price per Company Share; and
	 	 	 
	 	C	is
    the number of Company Shares in issue immediately after the issue of suchadditional Company Shares.


 




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References
to additional Company Shares in the above formula shall, in the case of an issue by the Issuer of options, warrants or other rights to
subscribe or purchase Company Shares, mean such Company Shares to be issued, or otherwise made available, assuming that such options,
warrants or other rights are exercised in full at theinitial exercise price (if applicable) on the date of issue of such options, warrants
or otherrights.


 


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


 


	 	9.1.7	Other Issues at less than Current Market Price:




 


Save
in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms
applicable to such securities themselves falling within the provisions of this Convertible Bond Condition 9.1.7, in the event of an
issue wholly for cash by the Issuer or any Subsidiary (otherwise than as mentioned in Convertible Bond Conditions 9.1.4, 9.1.5 or
9.1.6)or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary)any other company, person
or entity of any securities (other than the Convertible Bonds)which by their terms of issue carry rights of conversion into, or
exchange or subscription for, Company Shares to be issued by the Issuer upon conversion, exchange or subscription at a consideration
per Company Share which is less than 95 per cent, of the Current Market Price on the date of announcement of the terms of issue of
such securities the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by
the following fraction:


 


	 	A+B	 
	 	A+C	 


 


where:


 


	 	A	is
    the number of Company Shares in issue immediately before such issue;


 




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	 	B	is
    the number of Company Shares which the aggregate consideration receivable by the Issuer for the Company Shares to be issued on conversion
    or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per
    Company Share;and
	 	 	 
	 	C	is
    the maximum number of Company Shares to be issued on conversion or exchange of such securities or on the exercise of such rights
    of subscription attached thereto at the initial conversion, exchange or subscription price or rate.


 


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


 


	 	9.1.8	Modification of Rights of Conversion etc:




 


In
the event of any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned
in Convertible Bond Condition 9.1.7 (other than in accordance with the terms applicable to such securities)so that the consideration
per Company Share (for the number of Company Shares available on conversion, exchange or subscription following the modification)is less
than 95 per cent,of the Current Market Price on the date of announcement of the proposals for such modification, the Conversion Price
shall be adjusted by multiplying the Conversion Price in force immediately before such modification by the following fraction:


 


	 	A+B	 
	 	A+C	 


 


where:


 


	 	A	is
    the number of Company Shares in issue immediately before such modification;


 


	 	B	is
    the number of Company Shares which the aggregate consideration (if any) receivable by the Issuer for the Company Shares to be issued,
    or otherwise made available, on conversion or exchange or on exercise of the right ofsubscription attached to the securities, in
    each case so modified, wouldpurchase at such Current Market Price per Company Share or, if lower, the existing conversion, exchange
    or subscription price of such securities; and



 






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	 	C	is
    the maximum number of Company Shares to be issued, or otherwise made available, on conversion or exchange of such securities or on
    the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but
    giving credit in such manner as anIndependent Investment Bank considers appropriate (if at all) for any previous adjustment under
    Convertible Bond Condition 9.1.7 or Convertible Bond Condition
    9.1.8.


 


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


 


	 	9.1.9	Other Offers to Company Shareholders:




 


In
the event of any issue, sale or distribution by or on behalf of the Issuer or any Subsidiary or (at the direction or request of or pursuant
to any arrangements with the Issuer or any Subsidiary)any other company, person or entity of any securities in connection with an offer
by or on behalf of the Issuer or any Subsidiary or such other company, person or entity pursuant to which offer the Company Shareholders
generally are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price
falls to be adjusted under Convertible Bond Conditions 9.1.4, 9.1.5, 9.1.6 or 9.1.7), the Conversion Price shall be adjusted bymultiplying
the Conversion Price in force immediately before such issue by the following fraction:


 


	 	A-B	 
	 	A	 


 


where:


 


		A	is
                                            the Current Market Price of one Company Share on the date
on which suchissue is publicly announced; and









 




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		B	is
                                            the Fair Market Value on the date of such announcement, as determined in good faith by an
                                            Independent Investment Bank, of the portion of the rightsattributable to one Company Share;



 


OR
by making such other adjustment as an Independent Investment Bank deems fairand reasonable.


 


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


 


	 	9.1.10	Other Events:




 


If
the Issuer determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances not
referred to in Convertible Bond Condition 9.1, the Issuer shall at its own expense request an Independent Investment Bank, to determine
as soon as practicable what adjustment (if any)to the Conversion Price is fair and reasonable to take account thereof, if the adjustment
would result in a reduction in the Conversion Price, and the date on which such adjustment should take effect and upon such determination
such adjustment (if any)shall be made and shall take effect in accordance with such determination Provided That where the circumstances
giving rise to any adjustment pursuant to Convertible Bond Condition 9.1 have already resulted or will result in an adjustment to the
Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of circumstances which have already given rise
or will give rise to an adjustment to the Conversion Price, such modification (if any)shall be made to the operation of the provisions
of Convertible Bond Condition 9 . 1 as may be advised by an Independent Investment Bank, to be in its opinion appropriate to give the
intended result.


 


	 	9.1.11	Exclusion




 


For
the avoidance, no adjustment shall be made pursuant to this Convertible Bond Condition 9.1 in respect of any issue of any options or
the exercise of such options pursuant to the terms of the ESOP.


 




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	9.2	For
                                            the purposes of these Convertible Bond Conditions: 



 


	 	9.2.1	“Current
    Market Price” means in respect of a Company Share at a particular time on a particular date, the market value of the Company
    Share as determined by the Issuer andthe Convertible Bond Holders or if required by any one of them, by an Independent Investment
    Bank
	 	 	 
	 	9.2.2	“Distribution”
    means any dividend or distribution (whether of cash or assets in specie) by the Issuer for any financial period whenever paid
    or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of
    Company Shares or other securities credited as fully or partly paid (other than Company Shares credited as fully paid by way of capitalisation
    of reserves).
	 	 	 
	 	9.2.3	“Fair
    Market Value” means, with respect to any assets, security, option, warrants or other right on any date, the fair market
    value of that asset, security, option, warrant or other right as determined by an Independent Investment Bank.
	 	 	 
	 	9.2.4	“Relevant
    Cash Dividend” means any cash dividend specifically declared by the Issuer.
	 	 	 
	 	9.2.5	“Independent
    Investment Bank” means an independent investment bank of international repute selected by the Issuer and accepted in writing
    by the Convertible Bond Holders.
	 	 	 
	 	9.2.6	“Scrip
    Dividend” means any Company Shares issued in lieu of the whole or any part ofany Relevant Cash Dividend being a dividend
    which the Company Shareholders concerned would or could otherwise have received and which would not have constituted a Distribution
    (and for the avoidance of doubt to the extent that no adjustment is to be made under Convertible Bond Condition 9.1.3)
    in respect of the amount by which the Current Market Price of the Company Shares exceeds the Relevant Cash Dividend or part thereof).



 






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


  


		9.2.8	The
                                            Conversion Price may not be reduced so that, on conversion of Convertible Bonds, Company
                                            Shares would fall to be issued at a discount to their nominal value or would require Company
                                            Shares to be issued in any other circumstances not permitted by applicable law. For avoidance
                                            of doubt, Company Shares would not be issued below their nominal value if not permitted by
                                            applicable law.



 


		9.2.9	Where
                                            more than one event which gives or may give rise to an adjustment to the Conversion Price
                                            occurs within such a short period of time that in the opinion of an Independent Investment
                                            Bank, the foregoing provisions would need to be operated subject to some modification in
                                            order to give the intended result, such modification shall be made to the operation of the
                                            foregoing provisions as may be advised by an Independent Investment Bank, to be in their
                                            opinion appropriate in order to give such intended result.



 


		9.2.10	No
                                            adjustment involving an increase in the Conversion Price will be made, except in the case
                                            of a consolidation of the Company Shares as referred to in Convertible Bond Condition 9.1.1
                                            or to correct an error.



 


		9.2.11	The
                                            Convertible Bond Holder shall be under no duty to monitor whether any event or circumstance
                                            has happened or exists which may require an adjustment to be made to the Conversion Price
                                            or to make any calculation or determination (or verification thereof) in connection with
                                            the Conversion Price.



 


	10.	Redemption



 


	10.1	Redemption
                                            at the option of the Convertible Bond Holder: The Convertible Bond Holder shall have the
                                            right, at its option, to require the Issuer to redeem USD18,000,000 principal amount of the
                                            Convertible Bonds at the Redemption Amount at any time on or before 14 December 2021.



 




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	10.2	Redemption
                                            upon no QIPO: If the conversion of the Convertible Bonds in accordance with Convertible Bond
                                            Condition 8 is not permitted by the Stock Exchange or the application for QIPO is otherwise
                                            withdrawn, rejected, returned or lapsed, the Issuer shall redeem all, or at the election
                                            of the Convertible Bond Holder such part of, the outstanding Convertible Bonds at the Redemption
                                            Amount within one (1) month after notification of such refusal by the Stock Exchange or the
                                            withdrawal, rejection, return or lapse of the QIPO application (as the case may be), or on
                                            such date as requested by the Convertible Bond Holder at its sole discretion.



 


	10.3	Redemption
                                            for low market capitalisation: If the Issuer fails to maintain a total capitalisation of
                                            USD800,000,000 at the time of valuation for each equity fund raising prior to the listing
                                            of the Company Shares on the Stock Exchange by way of an initial public offering, the Issuer
                                            shall redeem all, or at the election of the Convertible Bond Holder such part of, the outstanding
                                            Convertible Bonds at the Redemption Amount.



 


	10.4	Redemption
                                            upon Maturity: Unless previously redeemed, purchased and cancelled or converted in accordance
                                            with the Convertible Bond Conditions, the Issuer shall redeem all outstanding Convertible
                                            Bonds held by the Convertible Bond Holder on the Maturity Date without the need for such
                                            Convertible Bond Holder to serve any notice, at the Redemption Amount (as defined below).



 


	10.5	Redemption
                                            on Extraordinary Event: If an Extraordinary Event occurs which in the opinion of the Convertible
                                            Bond Holder, no adjustment can be made pursuant to the Convertible Bond Conditions to preserve
                                            the economic effect of the transaction contemplated by the parties, the Convertible Bond
                                            Holder may by written notice to the Issuer, require the Issuer to redeem all, or at the election
                                            of the Convertible Bond Holder such part of, outstanding Convertible Bonds at the Redemption
                                            Amount on the date specified in such notice.



 


	10.6	The
                                            Convertible Bond Holder shall issue a Redemption Notice in respect of a redemption event
                                            specified in Convertible Bond Conditions 10.1, 10.2, 10.3 and 10.5.



 


	10.7	In
                                            the case of a partial redemption, the Issuer shall take such action to replace the Convertible
                                            Bond Certificate to reflect the amount redeemed on the original Convertible Bond Certificate
                                            subject to the redemption.



 




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	11.	Redemption
                                            upon Event of Default



 


	11.1	Save
                                            as otherwise consented to or waived by the Convertible Bond Holder, if any event set out
                                            in Convertible Bond Condition 11.3 occurs at any time on or after the Issue Date, subject
                                            to the Convertible Bond Holder’s written notice that there is occurrence of such event and
                                            (other than in the case of any event set out in Convertible Bond Conditions 11.3.3, 11.3.4,
                                            11.3.5, 11.3.6, 11.3.7, 11.3.8, 11.3.9, 11.3.10, 11.3.12, 11.3.13, 11.3.14, 11.3.15, 11.3.17,
                                            11.3.18 and 11.3.19) following the expiry of a period of 15 Business Days from such notice
                                            during which such event has not been remedied (an “Event of Default”),
                                            the Convertible Bond Holder may, at its sole discretion, issue an Redemption Notice (as defined
                                            below) to the Issuer to require the Issuer to redeem all or part of the outstanding Convertible
                                            Bonds it holds at that time and such relevant amounts of the Convertible Bonds shall immediately
                                            become due and repayable at the Redemption Amount in accordance with Convertible Bond Condition
                                            12.






 


	11.2	A
                                            form of notice (the “Redemption Notice”) to be issued is set out in the
                                            Part A to the first schedule to the Convertible Bond Certificate. The Redemption Notice shall
                                            specify, among otherthings, the following:



 


		11.2.1	a
                                            description of the relevant Event of Default, by reference to the relevant paragraph(s) in
                                            Convertible Bond Condition 11.3;



 


		11.2.2	the
                                            relevant amount of the outstanding Convertible Bond required to be redeemed;



 


		11.2.3	the
                                            EoD Redemption Date; and



 


		11.2.4	the
                                            Redemption Amount in accordance with Convertible Bond Condition 12 (Redemption and Repurchase
                                            Amount),



 


whereupon
the Issuer shall on the EoD Redemption Date pay or cause to be paid to Convertible Bond Holder which delivers a Redemption Notice the
Redemption Amount specified in the Redemption Notice. The Redemption Amount payable by the Issuer under this Convertible Bond Condition
12 (Redemption and Repurchase Amount) shall be paid in USD in immediately available funds.


 




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	11.3	An
                                            Event of Default means any of the following events:



 


		11.3.1	Non-payment:
                                            a default occurs in the payment of any principal, interest or premium due in respect of the
                                            Convertible Bonds;



 


		11.3.2	Breach
                                            of other obligations: an Obligor does not perform or comply with one or more of its other
                                            obligations in the Transaction Documents;



 


		11.3.3	Misrepresentation:
                                            any representation, warranty or statement made or deemed to be made by an Obligor in the
                                            Transaction Documents or in any other document delivered by or on behalf of any Obligor under
                                            or in connection with any Transaction Document is or proves to have been incorrect or misleading
                                            in any material respect when made or deemed to be made;



 


		11.3.4	Enforcement
                                            proceedings: a distress, attachment, execution, seizure before judgment or other legal process
                                            is levied, enforced or sued out on or against any material part of the property, assets or
                                            turnover of an Obligor;



 


		11.3.5	Security
                                            Enforced: an encumbrancer takes possession or an administrator or other receiver or other
                                            similar officer is appointed of the whole or a material part of the property, assets or turnover
                                            of an Obligor;



 


		11.3.6	Winding-up:
                                            an order is made or an effective resolution passed for the winding-up or dissolution, administration
                                            or bankruptcy of an Obligor;



 


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



 




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		11.3.8	Cross-default:
                                            (a)any other present or future indebtedness (whether actual or contingent)of an Obligor becomes
                                            (or becomes capable of being declared)due and payable prior to its stated maturity by reason
                                            of any actual or potential default, event of default or the like (howsoever described), or
                                            (b)any such indebtedness is not paid when due or, as the case may be, within any applicable
                                            grace period, or (c)an Obligor fails to pay when due any amount payable by it under any present
                                            or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, or (d)any
                                            Obligor fails to pay when due any liability arising under any debt instrument or convertible
                                            or exchangeable debt instrument issued by it, provided that in the case of paragraphs (a),
                                            (b)and (c)above, the aggregate amount of the relevant indebtedness, guarantees and indemnities
                                            in respect of which one or more of the events mentioned such paragraphs equals or exceeds
                                            HKD 50,000,000 or its equivalent in any other currency on the day on which such indebtedness
                                            becomes due and payable or is not paid or any such amount becomes (or is capable of being
                                            declared)due and payable or is not paid under any such guarantees or indemnity;



 


		11.3.9	Cessation
                                            of business: an Obligor ceases or threatens to cease to carry on all or substantially all
                                            of its business or operations;



 


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



 


		11.3.11	Authorisation
                                            and Consents: any action, condition or thing (including the obtaining or effecting of any
                                            necessary consent, approval, authorisation, exemption, filing, licence, order, recording
                                            or registration)at any time required to be taken, fulfilled or done in order (a) to enable
                                            an Obligor to lawfully to enter into, exercise its rights and perform and comply with its
                                            obligations under the Transaction Documents, (b)to ensure that those obligations are legally
                                            binding and enforceable and (c)to make the Transaction Documents admissible in evidence in
                                            the courts of Hong Kong, is not taken, fulfilled or done;



 


		11.3.12	Change
                                            of control: a change of Control in the Issuer without the prior written consent of the Convertible
                                            Bond Holder;



 




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		11.3.13	Illegality:
                                            it is or will become unlawful for an Obligor to perform or comply with any one or more of
                                            its obligations under any Transaction Document;



 


		11.3.14	Repudiation:
                                            an Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Transaction
                                            Document or evidences an intention to rescind or repudiate a Transaction Document;



 


		11.3.15	Non-compliance
                                            with law: any member of the TNG Group fails to comply with any applicable Law, which failure
                                            results in (a)any licence (including, but not limited to the SVF Licence) issued in its favour
                                            by a regulatory authority being revoked or suspended indefinitely, (b)any litigation being
                                            commenced by any person against such member of the TNG Group or (c)any punitive action taken
                                            by any regulatory authority (including but not limited to the imposition of any penalty)against
                                            such member of the TNG Group;



 


		11.3.16	Failure
                                            to provide information: any Obligor failing to provide any information required by the Convertible
                                            Bond Holder in accordance with the terms of the Transaction Documents including (but not
                                            limited) to any financial information or access to any management interviews;



 


		11.3.17	Audit
                                            qualification: the Issuer’s auditor qualifies any of its audited annual consolidated financial
                                            statements and such qualifications concern an inability to continue the business as a going
                                            concern or is a result of inadequate, misleading or inaccurate provision of information,
                                            disclosure or access;



 


		11.3.18	Material
                                            adverse change: any event or series of events occurs which, in the opinion on the Convertible
                                            Bond Holder, has or is reasonably likely to have a Material Adverse Effect;



 


		11.3.19	Analogous
                                            Events: any event occurs which under the laws of any relevant jurisdiction has an analogous
                                            effect to any of the events referred to in any of the foregoingparagraphs.



 


	11.4	The
                                            Issuer shall, within three (3) Business Days, notify the Convertible Bond Holder in writing
                                            of any matter or thing which becomes known to it which constitutes or would reasonably constitute
                                            (or with the giving of any notice and/or lapse of time and/or the fulfilment of any other
                                            requirement would reasonably constitute) an Event of Default.



 




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	12.	Redemption
                                            Amount



 


	12.1	The
                                            redemption price payable by the Issuer to a Convertible Bond Holder upon redemption (“Redemption
                                            Amount”) under:



 


		12.1.1	Convertible
                                            Bond Condition 10 (other than Convertible Bond Condition 10.1) or Convertible Bond Condition
                                            11 shall be the aggregate amount of:



 


		(a)	100%
                                            of the outstanding principal amount of the Convertible Bonds redeemed;



 


		(b)	an
                                            internal rate of return of 15% per annum calculated annually on a compounded basis based
                                            on the outstanding principal amount of the Convertible Bonds redeemed, the actual number
                                            of days elapsed and a year of 360 days and taking into account any interest (other than default
                                            interest) paid pursuant to Convertible Bond Condition 7; and



 


		(c)	any
                                            default interest in accordance with Convertible Bond Condition 13 below (if any); and



 


		12.1.2	Convertible
                                            Bond Conditions 10.1 shall be the aggregate amount of:



 


		(a)	100%
                                            of the USD18,000,000 principal amount of the Convertible Bonds redeemed; and



 


		(b)	any
                                            default interest in accordance with Convertible Bond Condition 13 below (if any).



 


	12.2	For
                                            the avoidance of doubt, the Redemption Amount shall be paid by the Issuer (or its nominee)
                                            on or before:



 


		12.2.1	in
                                            the case of a redemption in accordance with Convertible Bond Conditions 10.1, 10.2, 10.3
                                            or 10.5, such date as notified by the Convertible Bond Holder to the Issuer as the date for
                                            redemption;



 


		12.2.2	in
                                            the case of a redemption in accordance with Convertible Bond Condition 10.4, the Maturity
                                            Date;



 


		12.2.3	in
                                            the case of a redemption in accordance with Convertible Bond Condition 11.1, the EoD Redemption
                                            Date.



 




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	13.	Default
                                            Interest



 


In
the event of non-payment by the Issuer of any of the amounts in respect of the Convertible Bond when due, or expressed to be due, including
for the avoidance of doubt the principal amount, accrued interest and the Redemption Amount, default interest shall accrue on the overdue
but unpaid amount under these Convertible Bonds for the period from the due date to the date of actual payment (both before and after
judgment) at an interest rate of 24 % per annum (calculated based on the actual number of days elapsed and a year of 360 days) and shall
be payable on demand by the Convertible Bond Holder free and clear of and without set-off or deduction for taxes or otherwise.


 


	14.	Procedure
                                            for Redemption of Convertible Bonds



 


	14.1	The
                                            Issuer (or its nominee) shall pay the Redemption Amount to the Convertible Bond Holder on
                                            such date in accordance with Convertible Bond Condition 12.2.



 


	14.2	From
                                            and after the payment in full by the Issuer of the Redemption Amount for all outstanding
                                            Convertible Bonds, the Convertible Bonds requested by the holder thereof to be redeemed will
                                            no longer be outstanding or deemed to be outstanding and all powers, designations, preferences
                                            and other rights of the holder thereof as a holder of such Convertible Bonds shall cease
                                            and terminate.



 


	15.	Payments



 


	15.1	Unless
                                            specifically provided in a Transaction Document, all payments to be made by the Issuer to
                                            each Convertible Bond Holder hereunder shall be made by the Issuer (or its nominee)by remitting
                                            the amount to be paid in USD by delivery of banker’s draft or cashier order drawn on a bank
                                            licensed in Hong Kong to the relevant Convertible Bond Holder at its address as specified
                                            in the register of Convertible Bond Holders or, at the option of the Convertible Bond Holder,
                                            not later than 11:00 a.m. (Hong Kong time)on the due date in funds which are for value of
                                            that same date to the relevant Convertible Bond Holder’s account with a bank in Hong Kong
                                            as may be notified by the relevant Convertible Bond Holder from time to time.



 




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	15.2	All
                                            payments made by the Issuer (or its nominee)with respect to the Convertible Bonds will be
                                            made free from any restriction or condition and be made without deduction or withholding
                                            for or on account of any taxes, duties, assessments or governmental charges of whatever nature
                                            imposed or levied by or on behalf of the British Virgin Islands, the Cayman Islands, Hong
                                            Kong, the United States or any other jurisdiction or any authority thereof or therein having
                                            power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental
                                            charges is compelled by law. In such event, the Issuer will pay such additional amounts as
                                            will result in the receipt by the Convertible Bond Holder of the net amounts after such deduction
                                            or withholding equal to the amounts which would otherwise have been receivable by them had
                                            no such deduction or withholding been required.



 


	15.3	If
                                            the relevant payment date of any payment to be made by the Issuer is not a Business Day,
                                            such payment shall be payable on the following Business Day.



 


	16.	Expenses



 


The
Issuer and the Convertible Bond Holder will pay all administrative costs and expenses, including all issue, securities transaction or
other similar taxes, duties, levies and fees (if any) arising in connection with the redemption of the Convertible Bonds and the cancellation
and delivery of certificate(s)therefor, in each case as applicable, on equal share.


 


	17.	Replacement
                                            of Convertible Bond Certificate(s)



 


Should
any Convertible Bond Certificate be lost, stolen, destroyed, mutilated or defaced, it may be replaced free of charge at the Specified
Office upon presentation of such evidence as the Issuer may reasonably require. Mutilated or defaced Convertible Bond Certificate(s)must
be surrendered before replacements will be issued.


 


	18.	Usury



 


The
Convertible Bonds are subject to the express condition that at no time shall the Issuer be required to pay interest on the principal
amount of the Convertible Bonds at a rate which could subject the Convertible Bond Holder to either civil or criminal liability as a
result of being in excess of the Maximum Interest Rate. If under the Convertible Bond Conditions, the Issuer is at any time required
or obligated to pay interest on the principal amount at a rate in excess of the Maximum Interest Rate, the interest rate shall be deemed
immediately reduced to the Maximum Interest Rate.


 




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	19.	QIPO



 


For
the purposes of a QIPO, if the Issuer designates any entity other than itself to be listed (the “Listing Entity”),
and the shares of such Listing Entity become listed, quoted, admitted to trading or dealt in, on the Stock Exchange and such listing
would constitute a QIPO if the shares listed had been Company Shares, the Issuer agrees to make such modification to these Convertible
Bond Conditions, the Convertible Bonds and/or the Transaction Documents as the Convertible Bond Holders deem necessary to maintain the
same commercial effect as if the Listing Entity had been the Issuer. Any such modification shall not be prejudicial to the interests
of the Convertible Bond Holders.


 


	20.	Notices



 


	20.1	A
                                            Notice under or in connection with this Convertible Bond Instrument shall be:



 


		20.1.1	in
                                            writing and in English; and



 


		20.1.2	delivered
                                            personally, sent by fax with confirmation receipt followed by mail posted within24 hours,
                                            sent by courier or sent by e-mail to the party due to receive the Notice at the facsimile
                                            number, address or e-mail address referred to in Convertible Bond Condition or such other
                                            facsimile number, address or e-mail address as a party may specify by notice in writing to
                                            the other parties received before the Notice was despatched.



 


	20.2	For
                                            the purposes of this Convertible Bond Condition 20 (Notices), a Notice shall be sent
                                            to the addresses, facsimile numbers or e-mail addresses and for the attention of those persons
                                            set out below:



 


		20.2.1	In
                                            the case of the Issuer:



 


	 	Address:	21/F.,
    Olympia Plaza, 255 King’s Road, North

    Point, Hong Kong



 







	 	Fax:	(852)3951
    6201
	 	 	 
	 	E-mail
    address:	legal@tngfintech.com
	 	 	 
	 	Attention:	Mr.
    Kong King Ong Alexander


 




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		20.2.2	in
                                            the case of the Convertible Bond Holder, the address in the register of the ConvertibleBond
                                            Holder, or to such other address, facsimile number or e-mail address as the relevant party
                                            may have notified to the other by not less than seven (7) days’ written notice to the other
                                            party before the Notice was despatched.



 


	20.3	Unless
                                            there is evidence that it was received earlier, a Notice is deemed given if:



 


		20.3.1	delivered
                                            personally, when left at the address referred to in Convertible Bond Condition 20.2;



 


		20.3.2	sent
                                            by courier, two (2) Business Days after posting it;



 


		20.3.3	sent
                                            by fax, when confirmation of its transmission has been recorded on the sender’s faxmachine;
                                            or



 


		20.3.4	sent
                                            by e-mail, upon receipt.



 


	21.	Governing
                                            Law and Jurisdiction



 


	21.1	The
                                            Convertible Bond Instrument and any dispute or claim arising out of or in connection with
                                            it or its subject matter, existence, negotiation, validity, termination or enforceability
                                            shall be governed by and construed in accordance with Hong Kong law.



 


	21.2	Any
                                            dispute, controversy or claim arising out of or in connection with the Convertible Bond Conditions,
                                            including any question regarding its existence, validity or termination, shall bereferred
                                            to and finally resolved by arbitration at the Hong Kong International Arbitration Centre
                                            (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre
                                            Administered Arbitration Rules in force when the notice of arbitration is submitted (the
                                            “Rules”), which Rules are deemed to be incorporated by reference into
                                            the Convertible Bond Conditions.



 


	21.3	The
                                            arbitration tribunal (the “Tribunal”) shall consist of three (3) arbitrators.
                                            The claimant(s)shalldesignate one (1) arbitrator. The respondent(s) shall designate one (1)
                                            arbitrator. The two (2) arbitrators thus appointed shall designate the third arbitrator who
                                            shall be the presiding arbitrator. If within 14 days of a request from the other party(ies)to
                                            do so any party(ies)fails(s)todesignate an arbitrator, or if the two (2) arbitrators fail
                                            to designate the third arbitrator within 14 days after the confirmation of appointment of
                                            the second arbitrator, the appointment shall be made, upon request of any party(ies), by
                                            the HKIAC Council in accordance with the Rules.



 










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	21.4	The
                                            seat, or legal place, of arbitration shall be Hong Kong.



 


	21.5	The
                                            language to be used in the arbitral proceedings shall be English.



 


	21.6	Any
                                            award of the Tribunal shall be made in writing and shall be final and binding on the Convertible
                                            Bond Holder and the Issuer from the day it is made. The parties undertake to carry out the
                                            award without delay.



 


	21.7	Each
                                            Convertible Bond Holder and the Issuer waive any right to apply to any court of law and/or
                                            other judicial authority to determine any preliminary point of law and/or review any question
                                            of law and/or the merits, insofar as such waiver may validly be made. Each such party shall
                                            not be deemed, however, to have waived any other right to challenge any award. Nothing in
                                            this Convertible Bond Condition 21 shall be construed as preventing any such party from seeking
                                            conservatory or interim relief from any court of competent jurisdiction.



 


	21.8	This
                                            arbitration agreement shall be governed and construed under the laws of Hong Kong.



 


	21.9	Where
                                            disputes arise out of or in connection with Convertible Bond Conditions and out of or in
                                            connection with any other Transaction Document which, in the absolute discretion of the first
                                            arbitral tribunal to be appointed in any of the disputes, are so closely connected that it
                                            is expedient for them to be resolved in the same proceedings, that arbitral tribunal shall
                                            have the power to order that the proceedings to resolve that dispute shall be consolidated
                                            with those to resolve any of the other disputes (whether or not proceedings to resolve those
                                            other disputes have yet been instituted), provided that no date for the final hearing of
                                            the first arbitration has been fixed. If that arbitral tribunal so orders, the parties to
                                            each dispute which is a subject of its order shall be treated as having consented to that
                                            dispute being finally decided:



 


		21.9.1	by
                                            the arbitral tribunal that ordered the consolidation unless the HKIAC decides that thatarbitral
                                            tribunal would not be suitable or impartial; and



 










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		21.9.2	in
                                            accordance with the procedure, at the seat and in the language specified in the relevant
                                            Transaction Document under which the arbitral tribunal that ordered the consolidation was
                                            appointed, save as otherwise agreed by all parties to the consolidated proceedings or, in
                                            the absence of any such agreement, ordered by the arbitral tribunal in the consolidated proceedings.



 


The
above shall apply even where powers to consolidate proceedings exist under any applicablearbitration rules (including those of an arbitral
institution) and, in such circumstances, the provisions of foregoing paragraph above shall apply in addition to those powers.


 


	21.10	The
                                            Issuer irrevocably and generally consents in respect of any proceedings anywhere in connection
                                            with any Transaction Document to the giving of any relief or the issue of any process in
                                            connection with those proceedings, including, without limitation, the making, enforcement
                                            or execution against any assets whatsoever (irrespective of their use or intended use) of
                                            any order or judgment which may be made or given in those proceedings.



 


	22.	Waiver
                                            of immunity



 


The
Issuer irrevocably agrees that should any person take any arbitration or court proceedings anywhere (whether for an injunction, specific
performance, damages or otherwise) in connection with any Transaction Document, it waives any claim to immunity (to the extent that it
may at any time exist, whether on the grounds of sovereignty or otherwise) in relation to those proceedings, including, without limitation,
immunity from:


 


		(a)	jurisdiction
                                            of any court or tribunal;



 


		(b)	service
                                            of process;



 


		(c)	injunctive
                                            or other interim relief, or any order for specific performance or recovery of land; and



 


		(d)	any
                                            process for execution of any award or judgment against its assets.



 




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	23.	Interpretation



 


	23.1	In
                                            these Convertible Bond Conditions, unless the context otherwise requires, the following expressions
                                            shall have the following meanings:



 


“Amendment
Agreement” means the amendment agreement dated on or about 14 September 2021 between among others the Issuer and the Initial
Convertible Bond Holder.


 


“An
Qiao” means An Qiao Investment Limited, a BVI business company incorporated under the laws of the British Virgin Islands with
company number 1844752.


 


“Business
Day” means a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for business in Hong
Kong and, in the case of a surrender of a Convertible Bond Certificate, in the place where the Convertible Bond Certificate is surrendered,
respectively.


 


“Chargor”
means each security provider under the Security Documents.


 


“Company”
means Regal Planet Limited, a company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services
Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands and with company number 1724590.


 


“Company
Shares” means (a) shares in the authorised shares of the Issuer or (b) if a SPAC Transaction has occurred, the shares in the
authorized shares of the Issuer (or, as applicable, the shares of its successor or parent company).


 


“Control”
means the power of a person to secure that the affairs of another person are conducted directly or indirectly in accordance with
the wishes of that first person by means of being the beneficial owner of more than 50% of the voting rights of that other person, or
having the right to appoint or remove a majority of the members of or otherwise control the votes at the board of directors (or its equivalent)of
that other person, and “Controlling” and “Controlled” shall be construed accordingly.


 


“Convertible
Bonds” has the meaning specified in the preamble to the Convertible Bond Conditions.


 




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“Convertible
Bond Certificate” means the certificate in the form, or substantially in the form, set out in Schedule 1 to the Convertible
Bond Instrument.


 


“Convertible
Bond Condition” has the meaning specified in the preamble to these terms and conditions.


 


“Convertible
Bond Holder” means a holder of the Convertible Bonds and in whose name suchConvertible Bonds is for the time being registered
in the Convertible Bond Register (or, in the case of a joint holding, the first named thereof).


 


“Convertible
Bond Instrument” has the meaning specified in the preamble to the Convertible Bond Conditions.


 


“Convertible
Bond Register” has the meaning assigned to it in Convertible Bond Condition 4.1.


 


“Conversion
Date” means the date on which the Convertible Bond Holder is recorded as the registered owner of the Conversion Shares in the
register of members of the Issuer.


 


“Conversion
Notice” has the meaning specified in Convertible Bond Condition 8.4.1.


 


“Conversion
Period” means the period commencing from the Issue Date to the Maturity Date or the date of the QIPO, whichever is earlier.


 


“Conversion
Shares” means (a) such Company Shares to be issued by the Issuer or (b) if the shares are being issued upon conversion at or
following a SPAC Transaction, such Company Shares to be issued by the Issuer (or, as applicable, such shares to be issued by its successor
or parent company), in each case, to the Convertible Bond Holder (or its nominee) upon a conversion of the Convertible Bonds, pursuant
to and in accordance with the Convertible Bond Conditions.


 


“Delisting”
means (a)the Stock Exchange announces that, pursuant to the rules of the relevantStock Exchange, the Company Shares cease (or will cease)
to be listed, traded or publicly quoted on the Stock Exchange or (b)such Company Shares cease to be listed, traded or publicly quoted
on the Stock Exchange.


 


“Denominated
Amount” has the meaning assigned to it in Convertible Bond Condition 3.1 (Form and denomination).


 




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“EoD
Redemption Date” means the fifth (5th) Business Day after the date of the applicable Redemption Notice.


 


“ESOP”
means the employee share award scheme constituted by the Equity Incentive Plan resolved by the Issuer on 13 September 2018 pursuant to
which the eligible directors or employees are or will be awarded share units and share options and may exercise such options issued in
their favour which will result in the allotment of up to a maximum of 5803 shares of the Issuer;


 


“Event
of Default” has the meaning assigned to it in Convertible Bond Condition 11.1.


 


“Exchangeable
Bonds” means USD46,000,000 15 per cent secured guaranteed exchangeable bonds exchangeable into Company Shares issued by the
Company.


 


“Extraordinary
Event” means any one or more of the following:


 


		(a)	a
                                            Delisting;



 


		(b)	a
                                            Merger Event;



 


		(c)	a
                                            Nationalisation; or



 


		(d)	a
                                            Tender Offer.



 


“FastWealth
(Cayman)” means FastWealth Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with company
number 358336.


 


“Financial
Indebtedness” means any indebtedness of any person for money borrowed or raised including (without limitation) any indebtedness
for or in respect of:


 


		(a)	moneys
                                            borrowed;



 


		(b)	any
                                            amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



 


		(c)	any
                                            amount raised pursuant to any note purchase facility or the issue of any bonds, rules, debentures,
                                            loan stock or similar instrument (including but not limited to the amount raised pursuant
                                            to the Transaction Documents);



 










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		(d)	the
                                            amount of any liability in respect of any lease or hire purchase contract which would, in
                                            accordance with generally applicable accounting principles, be treated as a finance orcapital
                                            lease;



 


		(e)	any
                                            amount raised under any other transaction (including any forward sale or purchase agreement)
                                            having the commercial effect of a borrowing; and



 


		(f)	the
                                            amount of any liability in respect of any guarantee or indemnity for any of the items referred
                                            to in paragraphs (a)to (e)above.



 


“Government
Authority” means any national, provincial, municipal, city or local government or other political subdivision thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation
or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.


 


“Guarantee”
means the Deed of Personal Guarantee executed and delivered by the Personal Guarantor in favour of the Initial Convertible Bond Holder
on 14 September 2018.


 


“Hong
Kong” means the Hong Kong Special Administrative Region of the PRC.


 


“Hope
Spring” means Hope Spring Holdings Limited, a BVI business company incorporated under the laws of the British Virgin Islands
with company number 1863917.


 


“Initial
Convertible Bond Holder” means Chelsea Vanguard Fund.


 


“Issue
Date” has the meaning specified in the preamble to the Convertible Bond Conditions.


 


“Issuer”
has the meaning specified in the preamble to the Convertible Bond Conditions.


 




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“Law”
means any provision of any binding law, ordinance, rule, judgment, rule of common law and equity, decree, award, injunction, policies,
government approval or other governmental restriction or binding regulation or rule of any Government Authority (including, without limitation,
any anti-corruption, anti-money laundering and employment law or regulation).


 


“Material
Adverse Effect” means a material adverse effect on:


 


		(a)	the
                                            business, operations, property, condition (financial or otherwise) or prospects of anObligor
                                            or the TNG Group taken as a whole;



 


		(b)	the
                                            ability of an Obligor to perform its obligations under the Transaction Documents; or



 


		(c)	the
                                            validity or enforceability of the Transaction Documents or the effectiveness or ranking of
                                            any Security Interest granted or purported to be granted pursuant to, any Transaction Document;
                                            or



 


		(d)	any
                                            right or remedy of a Convertible Bond Holder in respect of any TransactionDocument.



 


“Maturity
Date” means 14 September 2023 (or any other date as agreed between the Issuer and the Convertible Bond Holder).


 


“Maximum
Interest Rate” means the maximum, non-usurious, per annum interest ratepermitted from time to time under the laws of Hong Kong.


 


“Merger
Event” means, in respect of the Company Shares, any:


 


		(a)	reclassification
                                            or change of the Company Shares that results in a transfer of or an irrevocable commitment
                                            to transfer all outstanding Company Shares to another entity or person;



 


		(b)	consolidation,
                                            amalgamation, merger or binding share exchange of the Issuer withor into another entity or
                                            person (other than a consolidation, amalgamation, merger or binding share exchange in which
                                            the Issuer is the continuing entity and which does not result in a reclassification or change
                                            of any of the Company Shares then outstanding);



 


		(c)	takeover
                                            offer, tender offer, scheme of arrangement, exchange offer, solicitation, proposal or other
                                            event by any entity or person to purchase or otherwise obtain 100 per cent, of the outstanding
                                            Company Shares that results in a transfer of or an irrevocable commitment to transfer all
                                            such Company Shares (other than the Company Shares owned or controlled by such other entity
                                            or person); or






 




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		(d)	consolidation,
                                            amalgamation, merger or binding share exchange of the Issuer or its Subsidiaries with or
                                            into another entity in which the Issuer is the continuing entity and which does not result
                                            in a reclassification or change of the outstanding Company Shares but results in the outstanding
                                            Company Shares (other than Company Shares owned or controlled by such other entity) immediately
                                            before such event collectively representing less than 50 per cent. of the outstanding Company
                                            Shares immediately following such event.



 


“Nationalisation”
means:


 


		(a)	all
                                            the Company Shares; or



 


		(b)	all
                                            or substantially all of the assets of the Issuer,



 


		(c)	are
                                            nationalised, expropriated or are otherwise required to be transferred to any Governmental
                                            Authority, entity or instrumentality thereof.



 


“Notice”
means a notice given pursued to the terms of this Convertible Bond Instrument and shall be construed in accordance with Convertible Bond
Condition 20 (Notices).


 


“Obligors”
means the Personal Guarantor, the Chargors and the Issuer, and “Obligor” shall meanany of them.


 


“Original
Subscription Agreement” means the subscription agreement entered into between the Issuer as issuer and the Initial Convertible
Bond Holder as investor in connection with the subscription of the Convertible Bonds on 14 September 2018.


 


“Personal
Guarantor” means Mr. Kong King Ong Alexander (江慶恩), a holder of Hong Kongidentity card number R463937(4).


 


“PRC”
means the People’s Republic of China, excluding for the purposes of these Convertible Bond Conditions only, Hong Kong, the Macau Special
Administrative Region and Taiwan.


 




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“Pre-Money
Valuation” means the valuation of the Issuer prior to a QIPO by an investment bank to be agreed between the Issuer and the
Convertible Bond Holder.


 


“QIPO”
means (a) the listing of the Company Shares on the Stock Exchange by way of initial public offering or (b) by way of a SPAC Transaction,
in each case, with a Pre-Money Valuation of no less than USD1,000,000,000 or such lower amount as the Issuer and the Convertible Bond
Holder may agree.


 


“Redemption
Notice” has the meaning assigned to it in Convertible Bond Condition 11.2.


 


“Security”
means, collectively, all the security interests granted in favour of the Convertible Bond Holder pursuant to the Security Documents from
time to time.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Security
Documents” means:


 


		(a)	the
                                            share charge dated on or about 14 September 2021 in respect of all of the Personal Guarantor’s
                                            shares in Hope Spring to be executed and delivered by the Personal Guarantor as chargor in
                                            favour of the Initial Convertible Bond Holder as chargee;



 


		(b)	the
                                            share charge dated on or about 14 September 2021 in respect of all of Hope Spring’s shares
                                            in FastWealth (Cayman) to be executed and delivered by Hope Spring as chargor in favour of
                                            the Initial Convertible Bond Holder as chargee;



 


		(c)	the
                                            share charge dated on or about 14 September 2021 in respect of all of Hope Spring’s shares
                                            in An Qiao to be executed and delivered by Hope Spring as chargor in favour of the Initial
                                            Convertible Bond Holder as chargee;



 


		(d)	the
                                            deed of undertaking from the Guarantor dated on or about 14 September 2021 in respect of
                                            certain undertakings to be given by the Guarantor to the Initial Convertible Bond Holder;



 




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		(e)	the
                                            Guarantee;



 


		(f)	the
                                            Supplemental Deed of Personal Guarantee to be executed and delivered by the Personal Guarantor
                                            in favour of the Initial Convertible Bond Holder dated or about 14 September 2021; and



 


		(g)	any
                                            other document evidencing or creating or expressed to evidence or create Security Interests
                                            over any asset to secure any obligation of any Obligor to the Convertible Bond Holder(s)
                                            under the Transaction Documents.



 


“Security
Interest” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third
party right or interest or assignment.


 


“SPAC”
means a special purpose acquisition company or other similar entity listed on the Stock Exchange.


 


“SPAC
Transaction” means a merger, acquisition or other business combination involving the Issuer and a SPAC.


 


“Specified
Office” means Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands or such
other address outside of Hong Kong as the Issuer may notify to the Convertible Bond Holder in writing.


 


“Stock
Exchange” means Nasdaq Stock Market or such other recognised exchange agreed between the Issuer and the Convertible Bond Holder.


 


“SVF
Licence” means the stored value facility licence issued TNG (Asia) Limited, being a member of the TNG Group by the Hong Kong
Monetary Authority which allows it to, amongother things, maintain a stored value facility in connection with its business.


 


“Tax”
has the meaning assigned to it in the Original Subscription Agreement.


 


“Tender
Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person
that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means,
greater than 10 per cent, and less than 100 per cent, of the outstanding voting shares of the Issuer, as determined by the Convertible
Bond Holder.


 




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“TNG
Group” means the Issuer and its Subsidiaries for the time being.


 


“Transaction Documents” means:


 


		(a)	the
                                            Amendment Agreement;



 


		(b)	the
                                            Original Subscription Agreement;



 


		(c)	this
                                            Convertible Bond Instrument;



 


		(d)	each
                                            Convertible Bond Certificate issued or to be issued to the Convertible Bond Holder;



 


		(e)	each
                                            Security Document; and



 


		(f)	any
                                            other document designated as a “Transaction Document” by the Issuer and the Initial
                                            Convertible Bond Holder.



 


	23.2	A
                                            reference to a statute or statutory provision includes a reference:



 


		23.2.1	to
                                            that statute or provision as from time to time modified or re- enacted;



 


		23.2.2	to
                                            any repealed statute or statutory provision which it re-enacts (with or without modification);
                                            and



 


		23.2.3	to
                                            any orders, regulations, instruments or other subordinate legislation made under the relevant
                                            statute or statutory provision.



 


	23.3	Unless
                                            the context otherwise requires:



 


		23.3.1	words
                                            in the singular include the plural, and vice versa;



 


		23.3.2	words
                                            importing any gender include all genders; and



 


		23.3.3	a
                                            reference to a person includes a reference to a body corporate and to an unincorporated body
                                            of persons.



 


	23.4	A
                                            reference to a Convertible Bond Condition, Sub-condition or Schedule is to a condition and
                                            asub-condition of, or a schedule, to this Convertible Bond Instrument.



 


	23.5	The
                                            headings are for convenience only and do not affect interpretation of this Convertible BondInstrument.






 


	23.6	References
                                            in this Convertible Bond Instrument to any matter being “approved” by any person
                                            means approval given by that person in writing.



 




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IN
WITNESS whereof this Convertible Bond Instrument has been duly executed and delivered by theIssuer as a deed poll on the date first
above written.


 


	Executed
    and delivered as a Deed	)
    	 
	by
    KONG King Ong Alexander	)	 
	on
    behalf of	)	 
	TNG
    FINTECH GROUP INC.	)	/s/
                                            KONG King Ong Alexander

    

	 	)	 
	 	)	 
	 	 	Name:
    KONG King Ong Alexander
	 	 	Director
    or authorised signatory


 


Name:


Witness


 


WONG
Wai Han


Solicitor,
Hong Kong


M.B.
KEMP LLP


 





Project
Chelsea II-Amended and Restated CB Instrument