Exhibit 10.10(b)


 





EXECUTION
VERSION


 


14
September 2021


 


AMENDMENT
AGREEMENT


 


TNG
FinTech Group Inc.


as
TNG


 


-
and -




 


Regal
Planet Limited


as
RPL


 


-
and -




 


Chelsea
Vanguard Fund


as
Investor


 





		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.	DEFINITIONS	2
	2.	AMENDMENT
    AND RESTATEMENT OF THE ORIGINAL CONVERTIBLE BOND INSTRUMENT	8
	3.	AMENDMENT
    AND RESTATEMENT OF THE ORIGINAL EXCHANGEABLE BOND INSTRUMENT	9
	4.	AMENDMENT
    OF THE ORIGINAL EB SUBSCRIPTION AGREEMENT	9
	5.	AMENDMENT
    EFFECTIVE DATE	9
	6.	STATUS
    OF DOCUMENTS	10
	7.	COSTS
    AND EXPENSES	10
	8.	REPRESENTATIONS
    AND WARRANTIES	10
	9.	UNDERTAKINGS	13
	10.	NOTICES	14
	11.	PARTIAL
    INVALIDITY	16
	12.	REMEDIES
    AND WAIVERS	16
	13.	ASSIGNMENT	17
	14.	ENTIRE
    AGREEMENT	17
	15.	COUNTERPARTS	17
	16.	GOVERNING
    LAW AND ENFORCEMENT	17
	17.	Third
    Party Rights	20
	Schedule
    1 Conditions Precedent	21
    
	Schedule
                                            2 Form of Convertible Bond Instrument	24
	Schedule
    3 Form of Exchangeable Bond Instrument	25



 




    
	 



    	 



    

 


THIS
AGREEMENT (this “Agreement”) is made on 14 September 2021


 


BETWEEN:


 


	(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 (“TNG”);
	 	 
	(2)	Regal
                                            Planet Limited, a company incorporated under the laws of 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 (“RPL”);
                                            and
	 	 
	(3)	Chelsea
                                            Vanguard Fund, an exempted company incorporated under the laws of the Cayman Islands
                                            with its registered address at Maples Corporate Services Limited of PO Box 309, Ugland House,
                                            Grand Cayman, KY1-1104, Cayman Islands and with company number MC-314014 (the “Investor”).



 


RECITALS:


 


	(A)	TNG
                                            and the Investor entered into a convertible bond subscription agreement on 14 September 2018
                                            (the “Original Convertible Bond Subscription Agreement”), pursuant to
                                            which the Investor agreed to subscribe USD30,000,000 12% secured guaranteed convertible bonds
                                            (the “Original Convertible Bonds”) subject to the terms and conditions
                                            thereof, and on the same day, TNG has issued the convertible bond instrument (the “Original
                                            Convertible Bond Instrument”).
	 	 
	(B)	RPL
                                            and the Investor entered into an exchangeable bond subscription agreement on 14 September
                                            2018 (the “Original Exchangeable Bond Subscription Agreement”), pursuant
                                            to which the Investor agreed to subscribe USD30,000,000 12% secured guaranteed exchangeable
                                            bonds (the “Original Exchangeable Bonds”) subject to the terms and conditions
                                            thereof, and on the same day, RPL has issued the exchangeable bond instrument (the “Original
                                            Exchangeable Bond Instrument”).
	 	 
	(C)	By
                                            a redemption notice dated 30 January 2019, the Investor had 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. As
                                            at 14 September 2021, the accrued interest outstanding on the Original Exchangeable Bonds
                                            was USD15,891,259.44.



 




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	(D)	It
                                            is noted that the maturity date of each of the Original Convertible Bonds and the Original
                                            Exchangeable Bonds will expire on 14 September 2021.
	 	 
	(E)	The
                                            parties to this Agreement have agreed to enter into this Agreement to amend and restate the
                                            terms and extend the maturity of the Original Convertible Bonds and the Original Exchangeable
                                            Bonds, and amend the terms of the Original EB Subscription Agreement in the manner set out
                                            below.



 


THE
PARTIES AGREE AS FOLLOWS:


 


	1.	DEFINITIONS



 


	1.1	Terms
                                            defined in the Convertible Bond Instrument (including in the Convertible Bond Conditions)
                                            (as set out in schedule 2 herein) and the Exchangeable Bond Instrument (including in the
                                            Exchangeable Bond Conditions) (as set out in schedule 3 herein) shall have the same meaning
                                            in this Agreement unless otherwise defined herein:



 


“Amendment
Documents” means:


 


		(a)	this
                                            Agreement;
		(b)	the
                                            Convertible Bond Instrument;
		(c)	the
                                            Exchangeable Bond Instrument;
		(d)	the
                                            Convertible Bond Certificate;
		(e)	the
                                            Exchangeable Bond Certificate;
		(f)	each
                                            Deed of Undertaking;
		(g)	each
                                            Supplemental Personal Guarantee; and
		(h)	each
                                            Share Charge;



 


“Amendment
Effective Date” means the date on which the Investor notifies the TNG and RPL that all the conditions precedent listed in schedule
1 have been fulfilled to its satisfaction;


 


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


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;


 


“CB
Transaction Documents” has the meaning given to the term “Transaction Documents” in the Convertible Bond Instrument;


 




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“Charged
Company” means each of Hope Spring, An Qiao and FastWealth (Cayman);


 


“Covenantor
Companies” means:


 


		(a)	An
                                            Qiao;
		(b)	AFOOFA
                                            Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with
                                            company number HK- 292561;
		(c)	SINO
                                            Dynamic Ventures Limited, a BVI business company incorporated under the laws of the British
                                            Virgin Islands with company number 1844543;
		(d)	SINO
                                            Dynamic Solutions Limited, a company incorporated under the laws of Hong Kong with company
                                            number 1276624;
		(e)	廣州中步寶軟件科技有限公司,
                                            a company incorporated under the laws of the People’s Republic of with unified social
                                            credit code 914401013364537755;
		(f)	FastWealth
                                            (Cayman);
		(g)	FastWealth
                                            Venture Limited, a company incorporated under the laws of Hong Kong with company number 2887715;
                                            and
		(h)	FastWealth
                                            Pte. Limited, a company incorporated under the laws of Singapore with company number 201937221K,



 


and
each, a “Covenantor Company”;


 


“Convertible
Bond Certificate” means a certificate in respect of the Convertible Bonds to be issued to the Investor pursuant to the terms
of the Convertible Bond Instrument;


 


“Convertible
Bond Instrument” means the Original Convertible Bond Instrument as amended and restated in accordance with this Agreement in
the form set out in schedule 2 of this Agreement;


 


“EB
Transaction Documents” has the meaning given to the term “Transaction Documents” in the Exchangeable Bond Instrument;


 


“Exchangeable
Bond Certificate” means a certificate in respect of the Exchangeable Bonds to be issued to the Investor pursuant to the terms
of the Exchangeable Bond Instrument;


 


“Exchangeable
Bond Instrument” means the Original Exchangeable Bond Instrument as amended and restated in accordance with this Agreement
in the form set out in schedule 3 of this Agreement;


 




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“Deed
of Confirmation” means each of the:


 


		(a)	the
                                            deed of confirmation to be dated on or about the date of this Agreement given by the Investor
                                            to TNG relating to the Original Convertible Bond Instrument; and
	 	 	 
		(b)	the
                                            deed of confirmation to be dated on or about the date of this Agreement given by the Investor
                                            to RPL relating to the Original Exchangeable Bond Instrument;



 


“Deed
of Undertaking” means each of the Deed of Undertaking (CB) and the Deed of Undertaking (EB);


 


“Deed
of Undertaking (CB)” means the deed of undertaking from the Guarantor to be dated on or about the date of this Agreement in
respect of certain undertakings to be given relating to the Convertible Bond Instrument by the Guarantor to the Investor;


 


“Deed
of Undertaking (EB)” the deed of undertaking from the Guarantor to be dated on or about the date of this Agreement in respect
of certain undertakings to be given relating to the Exchangeable Bond Instrument by the Guarantor to the Investor;


 


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


 


“Financial
Statements” means (i) the unaudited consolidated financial statements of the TNG Group for the financial year ended 31 December
2020, (ii) the management accounts of TNG (Asia) Limited acceptable to the Investor, (iii) the monthly business review of Tranglo Sdn
Bhd as at 31 March 2021 acceptable to the Investor, and (iv) the management accounts of TNG (Asia) Limited as at 30 June 2021 acceptable
to the Investor;


 


“Guarantor”
means KONG, King Ong Alexander (江慶恩), holder of the Hong Kong permanent identity card number R463937(4) with his
residential address at Flat A, 21/F, Maple Mansion, Harbour View Garden, Tai Koo, Hong Kong;


 


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


 




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“Obligor”
means each of TNG, RPL, the Guarantor and Hope Spring and “Obligors” means all of them.


 


“Original
EB Subscription Agreement” means exchangeable bond subscription agreement dated 14 September 2018 between RPL and the Investor;


 


“Parties”
mean the named parties to this Agreement, and “Party” shall mean any of them;


 


“Register
of Convertible Bondholder(s)” means the register of holder(s) of the Convertible Bonds which will be maintained and kept by
TNG at the Specified Office in accordance with the Convertible Bond Instrument;


 


“Register
of Exchangeable Bondholder(s)” means the register of holder(s) of the Exchangeable Bonds which will be maintained and kept
by RPL at the Specified Office in accordance with the Exchangeable Bond Instrument;


 


“RPL
Group” means the RPL and its Subsidiaries for the time being;


 


“Share
Charge” means each of the Share Charge (Hope Spring), Share Charge (An Qiao) and Share Charge (FastWealth (Cayman));


 


“Share
Charge (Hope Spring)” means the share charge dated on or about the date of this Agreement between the Guarantor as chargor
and the Investor as chargee in respect of all of the Guarantor’s interest in the shares of Hope Spring;


 


“Share
Charge (An Qiao)” means the share charge dated on or about the date of this Agreement between Hope Spring as chargor and the
Investor as chargee in respect of all of Hope Spring’s interest in the shares of An Qiao;


 


“Share
Charge (FastWealth (Cayman))” means the share charge dated on or about the date of this Agreement between Hope Spring as chargor
and the Investor as chargee in respect of all of Hope Spring’s interest in the shares of FastWealth (Cayman);


 


“Share
Charge” means each of the Share Charge (Hope Spring), Share Charge (An Qiao) and Share Charge (FastWealth (Cayman));


 




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“Subsidiary”
means, in relation to any company or corporation, a company or corporation:


 


		(a)	which
                                            is controlled, directly or indirectly, by the first-mentioned company or corporation;
	 	 	 
		(b)	more
                                            than half of the issued equity or share capital of which is beneficially owned, directly
                                            or indirectly, by the first-mentioned company or corporation; or
	 	 	 
		(c)	which
                                            is a Subsidiary of another Subsidiary of the first-mentioned company or corporation,



 


and,
for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able
to direct its affairs and/or to control the composition of its board of directors or equivalent body;


 


“Supplemental
Personal Guarantee” means each of the Supplemental Personal Guarantee (CB) and the Supplemental Personal Guarantee (EB);


 


“Supplemental
Personal Guarantee (CB)” means the supplemental deed of guarantee relating to the Guarantee (as defined in the Convertible
Bond Instrument) to be executed and delivered by the Guarantor in favour of the Investor on or about the date of this Agreement;


 


“Supplemental
Personal Guarantee (EB)” means the supplemental deed of guarantee relating to the Guarantee (as defined in Exchangeable Bond
Instrument) to be executed and delivered by the Guarantor in favour of the Investor on or about the date of this Agreement;


 


“Transaction
Documents” means the CB Transaction Documents and the EB Transaction Documents.


 


	1.2	Construction



 


In
this Agreement:


 


		(a)	words
                                            denoting the singular shall include the plural and vice versa;



 


		(b)	the
                                            “Investor”, “TNG”, “RPL”, any “Obligor”,
                                            any “Party” or the “Guarantor” shall be construed so
                                            as to include their successors in title, permitted assigns and permitted transferees;



 




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	 	(c)	words
                                            denoting one gender shall include each gender and all genders;
	 	 	 
		(d)	“assets”
                                            includes present and future properties, revenues and rights of every description;



 


		(e)	references
                                            to a “person” shall be deemed to include references to natural persons, firms,
                                            partnerships, bodies corporate, undertakings, associations, organisations, trusts, trustees,
                                            legal representatives, governments (or any department or agency thereof) or any other entity
                                            howsoever designated or constituted (in each case, whether or not having separate legal personality),
                                            but references to individuals shall be deemed to be references to natural persons only;



 


		(f)	references
                                            to “control” means the power, directly or indirectly, to direct or cause the
                                            direction of the management and policies of a person, whether through the ownership of voting
                                            securities, by contract or otherwise, and “controlled by” shall be construed
                                            accordingly;



 


		(g)	a
                                            “regulation” includes any regulation, rule or official directive (whether or
                                            not having the force of law but, if not having the force of law, being of a type with which
                                            any person to which it applies is accustomed to comply) of any governmental or supranational
                                            body, or regulatory organisation, including without limitation the rules of the Stock Exchange,
                                            as amended, supplemented and/or restated from time to time;



 


		(h)	references
                                            to “clauses” and “schedules” are, unless stated otherwise, references
                                            to clauses and schedules of this Agreement;



 


		(i)	references
                                            to paragraphs are, unless expressly provided otherwise, references to paragraphs of the schedule
                                            in which the references appear;



 


		(j)	headings
                                            are inserted for convenience only and will not affect the construction of this Agreement;



 


		(k)	any
                                            reference to an enactment or a statutory provision is a reference to it as it may have been,
                                            or may from time to time be, amended, modified, consolidated or re- enacted;



 






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		(l)	any
                                            reference to another agreement shall be construed as a reference to such agreement as the
                                            same may have been modified, extended, amended, varied or supplemented or novated from time
                                            to time;



 


		(m)	references
                                            to any form of property or asset shall include a reference to all or any part of that property
                                            or asset;



 


		(n)	the
                                            word “including” shall be construed so as to refer to “including, without
                                            limitation”;



 


		(o)	the
                                            terms “hereof” and “hereunder” (and any other similar expressions)
                                            refer to this Agreement and not to any particular clause or other portion hereof and include
                                            any agreement supplemental hereto;



 


		(p)	an
                                            Event of Default is “continuing” if it has not been remedied or waived;



 


		(q)	any
                                            statement in this Agreement qualified by the expression “to the best knowledge of TNG”
                                            or “to the best knowledge of RPL” or any similar expression shall be a reference
                                            to the actual or constructive knowledge of the directors, chief executive officer and chief
                                            financial officer of the TNG, RPL or the equivalent (as appropriate) and in each case shall
                                            be deemed to include an additional statement that it has been made after due and careful
                                            enquiry by such persons;



 


		(r)	unless
                                            a contrary indication appears, a time of day is a reference to Hong Kong time; and



 


		(s)	the
                                            recitals and schedules shall be deemed to be incorporated in this Agreement.



 


	2.	AMENDMENT
                                            AND RESTATEMENT OF THE ORIGINAL CONVERTIBLE BOND INSTRUMENT



 


	2.1	The
                                            Original Convertible Bond Instrument will, with effect from (and including) the Amendment
                                            Effective Date, be amended and restated in the form set out in Schedule 2 so that the rights
                                            and obligations of the relevant parties to this Agreement relating to their performance under
                                            the Original Convertible Bond Instrument from (and including) the Amendment Effective Date
                                            shall be governed by, and construed in accordance with, the terms of the Convertible Bond
                                            Instrument.



 






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	2.2	TNG
                                            and the Investor agree that, with effect from (and including) the Amendment Effective Date,
                                            they shall have the rights and take on the obligations ascribed to them under the Convertible
                                            Bond Instrument.



 


	3.	AMENDMENT
                                            AND RESTATEMENT OF THE ORIGINAL EXCHANGEABLE BOND INSTRUMENT



 


	3.1	The
                                            Exchangeable Convertible Bond Instrument will, with effect from (and including) the Amendment
                                            Effective Date, be amended and restated in the form set out in Schedule 3 so that the rights
                                            and obligations of the relevant parties to this Agreement relating to their performance under
                                            the Original Exchangeable Bond Instrument from (and including) the Amendment Effective Date
                                            shall be governed by, and construed in accordance with, the terms of the Exchangeable Bond
                                            Instrument.
	 	 
	3.2	RPL
                                            and the Investor agree that, with effect from (and including) the Amendment Effective Date,
                                            they shall have the rights and take on the obligations ascribed to them under the Exchangeable
                                            Bond Instrument.



 


	4.	AMENDMENT
                                            OF THE ORIGINAL EB SUBSCRIPTION AGREEMENT



 


The
Original EB Subscription Agreement will be amended with effect from (and including) the Amendment Effective Date by deleting
paragraph (d) of clause 9.8 (Conditions subsequent) of the Original EB Subscription Agreement.


 


	5.	AMENDMENT
                                            EFFECTIVE DATE
	 	 
	5.1	The
                                            Investor will notify TNG and RPL promptly when the Amendment Effective Date occurs.
	 	 
	5.2	If
                                            the Effective Date has not occurred by 14 September 2021 (or any later date which the Investor,
                                            TNG and RPL may agree), then Clause 2 (Amendment and Restatement of the Original Convertible
                                            Bond Instrument), Clause 3 (Amendment and Restatement of the Exchangeable Bond Instrument),
                                            Clause 4 (Amendment of the Original EB Subscription Agreement) and Clause 6 (Status of Documents)
                                            will lapse and none of the amendments recorded in Clause 2 (Amendment and Restatement of
                                            the Original Convertible Bond Instrument), Clause 3 (Amendment and Restatement of the Exchangeable
                                            Bond Instrument) and Clause 4 (Amendment of the Original EB Subscription Agreement) will
                                            take effect.



 






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	6.	STATUS
                                            OF DOCUMENTS
	 	 
	6.1	Continuing
                                            Obligations



 


	 	(a)	Except
                                            as varied by the terms of this Agreement, the Original Convertible Bond Instrument, the Original
                                            Exchangeable Bond Instrument, the Original EB Subscription Agreement and the other Transaction
                                            Documents will remain in full force and effect. Each relevant party to this Agreement reconfirms
                                            all of its obligations under the Original Convertible Bond Instrument, the Original Exchangeable
                                            Bond Instrument and the Original EB Subscription Agreement (each as amended and restated
                                            by this Agreement) and under the other Transaction Documents.
	 	 	 
	 	(b)	Any
                                            reference in the Transaction Documents to the Original Convertible Bond Instrument, the Original
                                            Exchangeable Bond Instrument or the Original EB Subscription Agreement (as the case may be)
                                            or to any provision of the Original Convertible Bond Instrument, the Original Exchangeable
                                            Bond Instrument or the Original EB Subscription Agreement (as the case may be) will be construed
                                            as a reference to the Original Convertible Bond Instrument, the Original Exchangeable Bond
                                            Instrument or Original EB Subscription Agreement (as the case may be), or that provision,
                                            as amended and restated by this Agreement.



 


	6.2	Transaction
                                            Document



 


This
Agreement will constitute (i) a “Transaction Document” for the purposes of the Convertible Bond Instrument and (ii) a “Transaction
Document” for the purposes of the Exchangeable Bond Instrument.


 


	7.	COSTS
                                            AND EXPENSES



 


TNG
and RPL shall, promptly on demand, pay the Investor the amount of all costs and expenses (including legal fees) reasonably incurred by
any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of this Agreement and all
documents referred to in this Agreement and the Security Documents.


 


	8.	REPRESENTATIONS
                                            AND WARRANTIES



 


Each
of TNG and RPL makes the representations and warranties set out in this clause 8 to the Investor on the date of this Agreement and on
the Amendment Effective Date, and the Parties acknowledges that the Investor is entering into the Amendment Documents and the transactions
contemplated herein in reliance on the representations and warranties provided in this clause 8.


 


		(a)	Status



 


		(i)	It
                                            is a corporation duly incorporated and validly existing under the laws of the jurisdiction
                                            of its incorporation.



 




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	 	(ii)	It
                                            has the power to own its assets and carry on its business as it is being conducted.
	 	 	 
		(iii)	It
                                            is lawfully qualified to conduct business in those jurisdictions in the manner in which its
                                            business is currently being conducted.



 


	 	(b)	Binding
                                            obligations



 


The
obligations expressed to be assumed by it in each Amendment Document to which it is a party are legal, valid, binding and enforceable
obligations pursuant to their terms.


 


	 	(c)	Non-conflict
                                            with other obligations



 


The
entry into and performance by it of, and the transactions contemplated by, the Amendment Documents to which it is a party do not and
will not conflict with:


 


		(i)	any
                                            law or regulation applicable to it (including the rules and regulations of the Stock Exchange);
	 	 	 
		(ii)	its
                                            constitutional documents; or
	 	 	 
		(iii)	any
                                            agreement or instrument binding upon it or any of its assets.



 


		(d)	Power
                                            and authority



 


		(i)	It
                                            has the power to enter into, perform and deliver, and has taken all necessary actions to
                                            authorise its entry into, performance and delivery of, the Amendment Documents to which it
                                            is a party and the transactions contemplated by those Amendment Documents.
	 	 	 
		(ii)	No
                                            limit on its powers nor restrictions contained in any agreement to which it is a party will
                                            be breached as a result of the transferring, granting of security or giving of guarantees
                                            or indemnities contemplated by the Amendment Documents to which it is a party.



 


		(e)	Validity
                                            and admissibility in evidence
	 	 	 
	 	 	All
                                            Authorisations required:



 


		(i)	to
                                            enable it lawfully to enter into, exercise its rights and comply with its obligations in
                                            the Amendment Documents to which it is a party;



 




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		(ii)	to
                                            make the Amendment Documents to which it is a party admissible in evidence in its jurisdiction
                                            of incorporation; and
	 	 	 
		(iii)	for
                                            the TNG Group or the RPL Group (as the case may be) to carry on its business,



 


have
been obtained or effected and are in full force and effect or will be when required.


 


		(f)	Governing
                                            law and enforcement



 


		(i)	The
                                            choice of governing law of each of the Amendment Documents will be recognised and enforced
                                            in its jurisdiction of incorporation and any jurisdiction where it conducts its business.
	 	 	 
		(ii)	Any
                                            judgment obtained in Hong Kong or arbitral award obtained in relation to an Amendment Document
                                            will be recognised and enforced in its jurisdiction of incorporation and any jurisdiction
                                            where it conducts its business.



 


		(g)	No
                                            filing or stamp taxes



 


It
is not necessary under the laws of its jurisdiction of incorporation and any jurisdiction where it conducts its business that the Amendment
Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar
Tax be paid on or in relation to the execution or delivery of the Amendment Documents or the transactions contemplated by the Amendment
Documents.


 


		(h)	No
                                            default



 


To
the best of its knowledge, no Event of Default or potential Event of Default is continuing or will result from the entry into, the performance
of, or any transaction contemplated by, any Amendment Document.


 


		(i)	Pari
                                            passu ranking



 


Its
payment obligations under the Amendment Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applying to companies generally.


 






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		(j)	No
                                            proceedings pending or threatened






 


	 	(i)	No
                                            litigation, arbitration or administrative proceedings of or before any court, arbitral body
                                            or agency have been started against it which may potentially have a Material Adverse Effect
                                            on the transactions contemplated herein.
	 	 	 
		(ii)	To
                                            the best its knowledge, no order has been made, petition presented or meeting convened for
                                            its winding-up.



 


		(iii)	To
                                            the best its knowledge, no step has been taken by any person with a view to the appointment
                                            of an administrator (or equivalent in the relevant jurisdiction), whether out of court or
                                            otherwise, in relation to it, and no receiver has been appointed in respect of the whole
                                            or any part of any of its respective property, assets and/or undertakings.



 


		(k)	Authorised
                                            signatories



 


The
list of authorised signatories of each Obligor provided to the Investor is true, accurate and up to date.


 


	9.	UNDERTAKINGS



 


Each
of TNG and RPL undertakes to the Investor that it will:


 


		(a)	promptly
                                            and in any event within 5 Business Days following the direction of the Investor, appoint
                                            one nominee of the Investor as a director on the board of directors or equivalent body of
                                            each Covenantor Company;
	 	 	 
		(b)	promptly
                                            and in any event within 10 Business Days following the Amendment Effective Date and to the
                                            satisfactory of the Investor, provide a copy of the updated articles of association (or its
                                            equivalent) of each Covenantor Company showing that it has been amended to provide that until
                                            all obligations under the Transaction Documents have been fully performed and discharged:



 


		(i)	the
                                            director nominated by the Investor cannot be removed or replaced from the board of directors
                                            of the relevant company without the prior written consent of the Investor; and
	 	 	 
		(ii)	the
                                            relevant provision entrenching the right of the Investor to appoint a nominee as direct cannot
                                            be amended without the prior written consent of the Investor,



 


or
provide such other instrument or undertaking as may be acceptable to the Investor (in its sole discretion) achieving a similar effect
as the foregoing;


 






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		(c)	promptly
                                            and in any event within the deadlines stipulated in each Share Charge, provide all deliverables,
                                            registers and (where applicable) certificates of registration in respect of such Share Charge.
	 	 	 
		(d)	promptly
                                            do all such acts or execute all such documents (including assignments, transfers, mortgages,
                                            charges, notices and instructions) as the Investor may reasonably specify (and in such form
                                            as the Investor may reasonably require):



 


		(i)	to
                                            perfect the security created or intended to be created under or evidenced by the Share Charges
                                            or for the exercise of any rights, powers and remedies of the Investor provided by or pursuant
                                            to the Transaction Documents or by law; and/or
	 	 	 
		(ii)	to
                                            facilitate the realisation of the assets which are, or are intended to be, the subject of
                                            the security interests under the Transaction Documents.



 


	10.	NOTICES
	 	 
	10.1	Communications
                                            in writing



 


Any
communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made
in person, by post, by facsimile or, to the extent agreed by the Parties making and receiving such communication, by e-mail or other
electronic communication (provided that such e-mail or other electronic communication is followed by delivery of a paper copy made in
person or by post within five (5) Business Days after the date of such e-mail or other electronic communication). For the purpose of
this Agreement, an electronic communication will be treated as being in writing.


 


	10.2	Addresses



 


The
address and fax number and e-mail address (and the department or officer, if any, for whose attention the communication is to be made)
of each Party for any communication or document to be made or delivered under or in connection with this Agreement are as follows:


 





		(i)	in
                                            the case of TNG:



 


	 	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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		(ii)	in
                                            the case of RPL; and



 


	 	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


 


		(iii)	in
                                            the case of the Investor:



 


	 	Address:	Unit
    1501, 15/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong
	 	Fax:	(852)
    23680633
	 	E-mail
    address:	andy.lau@superfinancehk.com
    sam.yu@superfinancehk.com
	 	Attention:	Andy
    Lau/Sam Yu


 


or
any substitute address, fax number, e-mail address or department or officer as the Party may notify to the other Party by not less than
five (5) Business Days’ notice.


 


	10.3	Delivery



 


		(a)	Any
                                            communication or document made or delivered by one person to another under or in connection
                                            with this Agreement will be effective:



 


		(i)	if
                                            in person, at the time of delivery;
		(ii)	if
                                            by e-mail or any other electronic communication, when received in legible form;
		(iii)	if
                                            by way of fax, only when the relevant delivery receipt is received by the sender; or
		(iv)	if
                                            by way of letter, only when it has been left at the relevant address or five (5) Business
                                            Days after being deposited in the post postage prepaid in an envelope addressed to it at
                                            that address, and, if a particular department or officer is specified as part of its address
                                            details provided under clause 10.2 (Addresses), if addressed to that department or officer.



 




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		(b)	Any
                                            communication or document which becomes effective, in accordance with this clause 10, after
                                            5.00 p.m. in the place of receipt shall be deemed only to become effective on the following
                                            Business Day.



 


	10.4	English
                                            language



 


		(a)	Any
                                            notice given under or in connection with this Agreement must be in English.
	 	 	 
		(b)	All
                                            other documents provided under or in connection with this Agreement must be:



 


		(i)	in
                                            English; or
	 	 	 
		(ii)	if
                                            not in English, and if so required by the Investor, accompanied by a certified English translation
                                            and, in this case, the English translation will prevail unless the document is a constitutional,
                                            statutory or other official document.



 


	11.	PARTIAL
                                            INVALIDITY



 


If,
at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


	12.	REMEDIES
                                            AND WAIVERS



 


No
failure to exercise, nor any delay in exercising, on the part of the Investor, any right or remedy under this Agreement shall operate
as a waiver of any such right or remedy or constitute an election to affirm any of the Transaction Documents. No election to affirm any
of the Transaction Documents on the part of the Investor shall be effective unless it is in writing. No single or partial exercise of
any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


 






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	13.	ASSIGNMENT



 


		13.1	Transfer
                                            by TNG and RPL TNG and RPL may not assign or transfer any of its rights (if any) and obligations
                                            under this Agreement unless with the prior written consent of the Investor.
	 	 	 
		13.2	Transfer
                                            by Investor



 


Unless
with the prior written consent of TNG and RPL, the Investor shall not transfer or assign any of its rights (if any) and obligations under
this Agreement.


 


	14.	ENTIRE
                                            AGREEMENT



 


This
Agreement, together with the other Transaction Documents and any agreements or documents referred to herein, sets out the entire agreement
and understanding between the Parties with respect to the subject matter contained herein and supersedes all prior agreements, understandings,
negotiations and discussions (whether oral or written) and all previous agreements in relation to the subject matter contained herein
are hereby terminated and shall have no further force or effect.


 


	15.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on
a single copy of this Agreement.


 


	16.	GOVERNING
                                            LAW AND ENFORCEMENT



 


	16.1	Governing
                                            law



 


This
Agreement and any dispute, controversy, difference 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.


 


	16.2	Arbitration



 


		(a)	Any
                                            dispute, controversy or claim arising out of or in connection with this Agreement, including
                                            any question regarding its existence, validity or termination, 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 in this Agreement.



 




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	 	(b)	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 to designate 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.
	 	 	 
		(c)	The
                                            seat, or legal place, of arbitration shall be Hong Kong.



 


		(d)	The
                                            language to be used in the arbitral proceedings shall be English.



 


		(e)	Any
                                            award of the Tribunal shall be made in writing and shall be final and binding on the Parties
                                            from the day it is made. The Parties undertake to carry out the award without delay.



 


		(f)	The
                                            Parties 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. The Parties shall not be deemed, however, to have waived
                                            any other right to challenge any award. Nothing in this clause 16.2 (Arbitration) shall be
                                            construed as preventing any Party from seeking conservatory or interim relief from any court
                                            of competent jurisdiction.



 


		(g)	This
                                            arbitration agreement shall be governed by and construed in accordance with the laws of Hong
                                            Kong.



 


	16.3	Consolidation
                                            of arbitrations



 


		(a)	Where
                                            disputes arise out of or in connection with this Agreement 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
                                            the subject of its order shall be treated as having consented to that dispute being finally
                                            decided:



 








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



 






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		(ii)	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.



 


		(b)	Clause
                                            16.3(a) shall apply even where powers to consolidate proceedings exist under any applicable
                                            arbitration rules (including those of an arbitral institution) and, in such circumstances,
                                            the provisions of clause 16.3(a) above shall apply in addition to those powers.



 


	16.4	Consent
                                            to enforcement etc.



 


Each
of TNG and RPL irrevocably and generally consents in respect of any proceedings anywhere in connection with this Agreement 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.


 


	16.5	Waiver
                                            of immunity



 


Each
of TNG and RPL irrevocably agrees that should any Party take any arbitration or court proceedings anywhere (whether for an injunction,
specific performance, damages or otherwise) in connection with this Agreement, 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;



 




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	 	(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.



 


	17.	Third
                                            Party Rights



 


	17.1	Unless
                                            expressly provided to the contrary in this Agreement, a person who is not a Party has no
                                            right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of
                                            Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.
	 	 
	17.2	Notwithstanding
                                            any term of this Agreement, the consent of any person who is not a Party is not required
                                            to rescind or vary this Agreement at any time.



 


IN
WITNESS whereof this Agreement has been executed on the date first above written.


 




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Schedule
1


 


Conditions
Precedent


 


	1.	THE
                                            OBLIGORS



 


	1.1	Certified
                                            true copies of the current constitutional documents of each Obligor (other than the Guarantor),
                                            including but not limited to the certificate of incorporation, certificate of incorporation
                                            on change of name (if any), certificate of registration by way of continuation (if any),
                                            certificate of discontinuance (if any), memorandum of association and articles of association,
                                            register of members, register of directors and officers and register of mortgages and charges;
	 	 
	1.2	A
                                            certified true copy of a resolution or minutes of the board of directors of each Obligor
                                            (other than the Guarantor):



 


		(a)	approving
                                            the terms of, and the transactions contemplated by, the Amendment Documents to which it is
                                            a party and resolving that it executes, delivers and performs the Amendment Documents to
                                            which it is a party;
	 	 	 
		(b)	authorising
                                            a specified person or persons to execute the Amendment Documents to which it is a party on
                                            its behalf; and
	 	 	 
		(c)	authorising
                                            a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices
                                            to be signed and/or dispatched by it under or in connection with the Amendment Documents
                                            to which it is a party;



 


	1.3	A
                                            specimen of the signature of each person authorised by the resolution or minutes referred
                                            to in paragraphs 1.2 above;



 


	1.4	A
                                            copy of a resolution signed by all the holders of the issued shares in Hope Spring:



 


		(a)	approving
                                            the terms of, and the transactions contemplated by, the Amendment Documents to which it is
                                            a party and resolving that it executes, delivers and performs the Amendment Documents to
                                            which it is a party;
	 	 	 
		(b)	authorising
                                            a specified person or persons to execute the Amendment Documents to which it is a party on
                                            its behalf; and
	 	 	 
		(c)	authorising
                                            a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices
                                            to be signed and/or dispatched by it under or in connection with the Amendment Documents
                                            to which it is a party;



 




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	1.5	A
                                            certified copy of a resolution signed by all the holders of the issued shares each Charged
                                            Company (other than FastWealth (Cayman)), resolving to amend its memorandum and articles
                                            of association to, among other things, remove any restriction on any transfer or registration
                                            of transfer of its shares upon enforcement of any Security Interest created pursuant each
                                            Amendment Document to which its shares are subject;
	 	 
	1.6	A
                                            certificate of an authorised signatory of each Obligor (other than the Guarantor) certifying
                                            that each copy document relating to it specified in this schedule 1 is correct, complete
                                            and in full force and effect as at the date of the Amendment Agreement and the Amendment
                                            Effective Date;
	 	 
	1.7	The
                                            certificate of incumbency (issued no more than three (3) months prior to the date of this
                                            Agreement) of each Obligor incorporated in the British Virgin Islands; and
	 	 
	1.8	The
                                            certificate of good standing (issued no more than three (3) months prior to the date of this
                                            Agreement) of each Obligor incorporated in the Cayman Islands.



 


	2.	THE
                                            GUARANTOR



 


	2.1	A
                                            certified true copy of the Hong Kong identity card of the Guarantor with his specimen signature;
	 	 
	2.2	A
                                            list of the assets of the Guarantor in form and substance satisfactory to the Investor; and
	 	 
	2.3	A
                                            warning notice signed by the Guarantor in respect of the Amendment Documents to which he
                                            is a party.



 


	3.	AMENDMENT
                                            DOCUMENTS



 


	3.1	Each
                                            Amendment Document duly executed by the parties to it (and in the case of the Convertible
                                            Bond Certificate and the Exchangeable Bond Certificate, duly executed and authenticated by
                                            TNG and RPL respectively), together with all documents required to be delivered to the Investor
                                            pursuant thereto;
	 	 
	3.2	A
                                            certified true copy of the updated Register of Convertible Bondholder(s), evidencing that
                                            the name of the Investor has been entered into the Register of Convertible Bondholder(s)
                                            as the holder of the Convertible Bonds;



 




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	 	3.3	A
                                            certified true copy of the updated Register of Exchangeable Bondholder(s), evidencing that
                                            the name of the Investor has been entered into the Register of Exchangeable Bondholder(s)
                                            as the holder of the Exchangeable Bonds; and
	 	 	 
		3.4	Evidence
                                            that instructions to the local registered agents have been given to submit each Share Charge
                                            for registration in the local corporate registries.



 


	4.	LEGAL
                                            OPINIONS



 


		4.1	A
                                            legal opinion in relation to Hong Kong law from M.B. KEMP LLP addressed to the Investor (substantially
                                            in the draft form approved by the Investor prior to the date of this Agreement);
	 	 	 
		4.2	Legal
                                            opinions in relation to Cayman Islands law from Maples and Calder (Hong Kong) LLP addressed
                                            to the Investor (substantially in the draft form approved by the Investor prior to the date
                                            of this Agreement); and
	 	 	 
		4.3	A
                                            legal opinion in relation to British Virgin Islands law from Appleby (Hong Kong) addressed
                                            to the Investor (substantially in the draft form approved by the Investor prior to the date
                                            of this Agreement).



 


	5.	OTHER
                                            DOCUMENTS



 


		5.1	A
                                            certified true copy of each of the Financial Statements; and
	 	 	 
		5.2	Such
                                            other documents as reasonably required by the Investor.



 




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Schedule
2


 


Form
of Convertible Bond Instrument


 




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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	4
	 	 	 
	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.


 




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	1.3	Other
                                            Defined Terms



 


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


 


	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 construction of 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 of the 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.


 




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	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.


 


	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 the Convertible 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 of any 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 with Convertible 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 or termination, 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 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.



 


	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 the Convertible
                                            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 right to 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 of competent 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
	 	 	 
	 	8.92	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 applicable arbitration 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 of their 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
                                            by an 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 of Hong 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 in this 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 remain outstanding, 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 of the 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 on a
                                            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 the name 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.



 






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	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






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 immediately before such issue; and



 


		B	is
                                            the aggregate nominal amount of the issued Company Shares immediately after 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 immediately before 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 amount of 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 the whole, or the relevant part, of the Relevant Cash Dividend; and



 


		C	is
                                            the aggregate nominal amount of Company Shares issued by way of such Scrip 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 the Distribution 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 fair and 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 or other 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 such announcement;



 




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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 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.


 


	 	9.1.5	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 or
substantially 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 Conversion Price 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 rights attributable to one Company Share;



 




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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 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 mentioned in 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 or other 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



 




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		C	is
                                            the number of Company Shares in issue immediately after the issue of such additional Company
                                            Shares.



 


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 the initial exercise price (if applicable) on the date of issue of such
options, warrants or other rights.


 


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



 




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where:


 


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



 


		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;



 




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		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 of subscription attached to the securities, in each case
                                            so modified, would purchase at such Current Market Price per Company Share or, if lower, the
                                            existing conversion, exchange or subscription price of such securities; and



 


		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 an Independent 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 of conversion, 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 by multiplying 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 such issue 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 rights attributable to one Company Share;



 


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 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.


 




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	 	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.


 


	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 and the 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).
	 	 	 
	 	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.


 




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	 	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 other things, 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 foregoing paragraphs.


 


	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;


 




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


 


	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 within 24 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 Convertible Bond 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) 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 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 applicable arbitration 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 such Convertible 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 relevant Stock 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;



 




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		(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);



 


		(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 or capital
                                            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 Transaction Document.



 


“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 rate permitted 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 with or 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);



 




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		(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



 


		(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, among other 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
                                            a sub-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 Bond Instrument.



 


	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 the Issuer 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.	)	 
	 	)	 
	 	)	 
	 	)	Name:
    KONG King Ong Alexander
	 	)	Director
    or authorised signatory
	Name:	 	 
	Witness	 	 


 


Project Chelsea II – Amended and Restated CB Instrument


 




    	 



     


    

 


Schedule
3


 


Form
of Exchangeable Bond Instrument


 




    	 



     


    

 


EXECUTION
VERSION


 


14
September 2021


 


AMENDED
AND RESTATED EXCHANGEABLE BOND INSTRUMENT


constituting
USD46,000,000 15% secured guaranteed exchangeable bonds


 


REGAL
PLANET LIMITED


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
	 	 
	4.
    STAMP DUTIES AND TAXES	3
	 	 
	5.
    BENEFIT OF EXCHANGEABLE BOND INSTRUMENT	4
	 	 
	6.
    PARTIAL INVALIDITY	4
	 	 
	7.
    NOTICES	4
	 	 
	8.
    GOVERNING LAW AND JURISDICTION	4
	 	 
	9.
    WAIVER OF IMMUNITY	6
	 	 
	MODIFICATION	6
	 	 
	Schedule
    1	7
	 	 
	FORM
    OF EXCHANGEABLE BOND CERTIFICATE	7
	 	 
	Schedule
    2	15
	 	 
	TERMS
    AND CONDITIONS OF THE BOND	15


 




    	 



     


    

 


THIS
AMENDED AND RESTATED EXCHANGEABLE 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)	REGAL
                                            PLANET LIMITED, a company incorporated under the laws of 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 (the “Issuer”);



 


In
favour of:


 


	(2)	THE
                                            PERSON for the time being and from time to time registered as holder of the Exchangeable
                                            Bonds referred to below (the “Exchangeable 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 exchangeable bonds (the “Original
                                            Exchangeable Bonds”).
	 	 
	(B)	The
                                            Issuer and Chelsea Vanguard Fund (the “Initial Exchangeable Bond Holder”)
                                            entered into an exchangeable bond subscription agreement on 14 September 2018 (the “Original
                                            Subscription Agreement”), pursuant to which the Initial Exchangeable Bond Holder
                                            agreed to subscribe the Original Exchangeable Bonds subject to the terms and conditions thereof,
                                            and on the same day, the Issuer has issued the exchangeable bond instrument (the “Original
                                            Exchangeable Bond Instrument”).
	 	 
	(C)	As
                                            at 14 September 2021, the principal outstanding amount on the Original Exchangeable Bonds
                                            was USD30,000,000, and the accrued interest outstanding on the Original Exchangeable Bonds
                                            was USD15,891,259.44.
	 	 
	(D)	Pursuant
                                            to the Original Exchangeable 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 Exchangeable Bond Holder have agreed to extend the maturity of the
                                            Original Exchangeable Bonds, subject to certain amendments to the terms and conditions of
                                            the Original Exchangeable Bond Instrument.



 




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	(F)	On
                                            14 September 2021, the Issuer and the Initial Exchangeable Bond Holder have agreed to certain
                                            amendments to the terms of the Original Exchangeable Bonds. To reflect the new terms and
                                            conditions agreed between the parties, the Issuer and the Initial Exchangeable Bond Holder
                                            will execute an amendment agreement (the “Amendment Agreement”) to amend
                                            and restate the original exchange bond instrument (the amended and restated exchange bond
                                            instrument, the “Exchangeable Bond Instrument” and the date on which Exchangeable
                                            Bond Instrument becomes effective in accordance with the terms of the Amendment Agreement,
                                            the “Amendment Effective Date”).
	 	 
	(G)	The
                                            proposed amendments to the Original Exchangeable 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 exchangeable bond instrument (the amended and restated exchangeable bond instrument
                                            being hereinafter known as “Exchangeable Bond Instrument”) for all the
                                            exchangeable 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) (“Exchangeable
                                            Bonds”) in substitution of the Original Exchangeable Bond Instrument.



 


THIS
EXCHANGEABLE BOND INSTRUMENT WITNESSES as follows:


 


	1.	INTERPRETATION







 


	1.1	References
                                            to Exchangeable Bond Conditions
	 	 
	 	In
this Exchangeable Bond Instrument, “Exchangeable Bond Conditions” means the terms and conditions of the Exchangeable
Bonds scheduled to this Exchangeable Bond Instrument in Schedule 2 (and as maybe modified from time to time in accordance with its terms),
and any reference to a numbered “Exchangeable Bond Condition” is to the correspondingly numbered provision thereof.
	 	 
	1.2	References
                                            to Exchangeable Bond Instrument
	 	 
	 	Any
reference to this Exchangeable Bond Instrument includes, without limitation, the Exchangeable Bond Conditions.
	 	 
	1.3	Other
                                            Defined Terms
	 	 
	 	Terms
defined in the Exchangeable Bond Conditions have the same meanings when used in this Exchangeable Bond Instrument.



 




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	1.4	References
                                            to Clauses, Paragraphs and Schedules
	 	 
	 	Any
reference in this Exchangeable 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 Exchangeable Bond Instrument.
	 	 
	1.5	Headings
	 	 
	 	Headings and sub-headings are for ease of reference only
                                                                and shall not affect the construction of this Exchangeable Bond Instrument.
	 	 
	1.6	Legislation
	 	 
	 	Any
reference in this Exchangeable 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
                                            EXCHANGEABLE BONDS
	 	 
	 	The Issuer hereby constitutes the Exchangeable Bonds which
                                                                have the terms and conditions provided in the Exchangeable Bond Conditions in favour of the Exchangeable Bond Holder that it will
                                                                duly perform and comply with the obligations expressed to be undertaken by it in each Exchangeable Bond Certificate and in the
                                                                Exchangeable Bond Conditions (and for this purpose any reference in the Exchangeable Bond Conditions to any obligation or payment
                                                                under or in respect of the Exchangeable Bonds shall be construed to include a reference to any obligation or payment under or
                                                                pursuant to this provision).
	 	 
	3.	DEPOSIT
                                            OF EXCHANGEABLE BOND INSTRUMENT
	 	 
	 	The
Issuer hereby acknowledges the right of the Exchangeable Bond Holder to the production of this Exchangeable Bond Instrument and shall
ensure that copies of this Exchangeable Bond Instrument are available for inspection by the Exchangeable 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
                                                                Exchangeable Bond Instrument shall be borne equally between the Issuer and the Exchangeable Bond Holder.




 




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	5.	BENEFIT
                                            OF EXCHANGEABLE BOND INSTRUMENT




 


	5.1	Deed
                                            Poll
	 	 
	 	This
Exchangeable Bond Instrument shall take effect as a deed poll for the benefit of the Exchangeable Bond Holder.
	 	 
	5.2	Benefit
	 	 
	 	This
Exchangeable Bond Instrument shall enure to the benefit of the Exchangeable Bond Holder and its (and any subsequent) successors, assigns
and transferees, each of which shall be entitled severally to enforce this Exchangeable Bond Instrument against the Issuer.
	 	 
	5.3	Assignment
	 	 
	 	The
Issuer shall not assign or transfer any of its rights or obligations under this Exchangeable Bond Instrument without the prior consent
in writing of the Exchangeable 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 of any 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 with Exchangeable Bond Condition 20 (Notices).
	 	 
	8.	GOVERNING
                                            LAW AND JURISDICTION
	 	 
	8.1	This
                                            Exchangeable 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 Exchangeable Bond
                                            Conditions, including any question regarding its existence, validity or termination, 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 Exchangeable 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 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.
	 	 
	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 the Exchangeable
                                            Bond Holder and the Issuer from the day it is made. The parties undertake to carry out the
                                            award without delay.
	 	 
	8.7	Each
                                            Exchangeable 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 of competent 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 Exchangeable 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 applicable arbitration 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 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.




 


	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 Exchangeable
                                            Bonds may from time to time (whether or not the Issuer is being dissolved or wound up) be
                                            altered or abrogated with the Exchangeable Bond Holder’s approval and shall be effected
                                            by an instrument by way of deed poll executed by the Issuer and expressed to be supplemental
                                            to this Exchangeable Bond Instrument.
	 	 
	10.2	The
                                            Exchangeable Bond Holder may, by notice in writing to the Issuer, request for modifications
                                            to the Exchangeable 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 Exchangeable 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 Exchangeable Bond Instrument and notify the Exchangeable
                                            Bond Holder in respect of the modifications. Any such modifications shall be binding on the
                                            Exchangeable Bond Holder and the Issuer.




 




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Schedule
1


 


FORM
OF EXCHANGEABLE BOND CERTIFICATE


 


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


 


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


 


THIS
EXCHANGEABLE 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.


 


REGAL
PLANET LIMITED


(the
“Issuer”)


 


(a
company incorporated with limited liability under the laws of the British Virgin Islands)


 


USD46,000,000
15% Secured Guaranteed Exchangeable Bonds


 


This
Exchangeable Bond Certificate is issued in respect of USD46,000,000 15% Secured Guaranteed Exchangeable Bonds (the “Exchangeable
Bonds”) of REGAL PLANET LIMITED (the “Issuer”). The Exchangeable Bonds are constituted by the Exchangeable
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 “Exchangeable Bond Instrument”),
subject to the memorandum of association and articles of association of the Issuer.


 


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


 


The
Exchangeable Bond is exchangeable into the shares of TNG FINTECH GROUP INC. in accordance with and subject to the Exchangeable Bond Conditions.


 




    	7 | P a g e



     


    

 


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


 


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


 


	Name
    of Exchangeable Bond Holder:	CHELSEA
    VANGUARD FUND
	 	 
	Address
    of Exchangeable Bond Holder:	c/o
    Unit 1501, 15/F West Tower Shun  Tak Centre, 168-200 Connaught Road Central
	 	 
	Principal
    amount of Exchangeable Bond:	USD[●]


 


This
Exchangeable Bond Certificate is governed by and shall be construed in accordance with the laws of Hong Kong.


 


	SEALED
    with the common seal of	)
	REGAL
    PLANET LIMITED	)


 





 









Name:


Title:


 


A
COPY OF THE EXCHANGEABLE BOND INSTRUMENT AND THE EXCHANGEABLE 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 EXCHANGEABLE BOND CERTIFICATE.


 




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FIRST
SCHEDULE TO EXCHANGEABLE BOND CERTIFICATE


Part
A – Redemption Notice


 


	To:	The
Directors
	 	REGAL
PLANET LIMITED
	 	21/F.,
Olympia Plaza 255 King’s Road, North Point,
	 	Hong
Kong
	 	 
	Date:	 









 


USD46,000,000
15% Secured Guaranteed Exchangeable Bonds (the “Exchangeable Bonds”)


 


Words
and expressions used in the Exchangeable 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 REGAL
PLANET LIMITED (the “Issuer”) to constitute the Exchangeable Bonds (the “Exchangeable Bond
Instrument”) and the terms and conditions of the Exchangeable Bonds contained in the Exchangeable Bond Instrument have the
same meanings when used in this notice.


 


[Reference
is made to Condition 10 of the Exchangeable Bonds Conditions. We, being the undersigned Exchangeable Bond Holder of the Exchangeable
Bonds of such principal amount specified below and evidenced by the Exchangeable 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 Exchangeable Bond Conditions, the relevant Event of Default
being [•], we, being the undersigned Exchangeable Bond Holder of the Exchangeable Bonds of such principal amount specified
below and evidenced by the Exchangeable 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 Exchangeable Bonds of such principal amount
redeemed.]


 


	1.	Denominated
                                            Amount and certificate numbers of Exchangeable Bond(s) to which this notice applies:
	 	 
	 	Denominated
Amount of Exchangeable Bond being redeemed:
	 	 
	 	Certificate
number(s) of the Exchangeable Bond:



 




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	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 Exchangeable Bond Holder]	)


 




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Part
B - Exchange Notice


 


	To:	The
Directors
	 	REGAL
PLANET LIMITED
	 	21/F.,
Olympia Plaza 
	 	255 King’s Road, North Point,
	 	Hong
Kong
	 	 
	Date:	 




 


USD46,000,000
15% Secured Guaranteed Exchangeable Bonds (the “Exchangeable Bonds”)


 


Words
and expressions used in the Exchangeable 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 REGAL
PLANET LIMITED (the “Issuer”) to constitute the Exchangeable Bonds (the “Exchangeable Bond
Instrument”) and the terms and conditions of the Exchangeable Bonds contained in the Exchangeable Bond Instrument have the
same meanings when used in this notice.


 


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


 


	1.	Total
                                            Denominated Amount, number and identifying numbers (if relevant) of the Exchangeable Bonds
                                            to be exchanged:
	 	 
	 	Total
Denominated Amount:
	 	 
	 	Accrued
and unpaid interest:
	 	 
	 	Identifying
                                                                numbers of Exchangeable Bond Certificates deposited in respect
of the Exchangeable Bonds to be exchanged:



 


 






 


1
Please elect whether to include the interest in the aggregated amount.


 




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	2.	Proposed
                                            date of exchange:
	 	 
	3.	Total
                                            number of Exchange Shares to be delivered upon the exchange:
	 	 
	4.	*
                                            (a) The Exchange Shares required to be delivered on exchange are to be credited to the
                                            following stock account:
	 	 
	 	Name:
	 	 
	 	Address:
	 	 
	 	Custodian
Account No. (if applicable):
	 	 
	 	Securities
Account No.:
	 	 
	 	Account
Name:
	 	 
	 	or
	 	 
	 	* (b) The Exchange
                                            Shares required to be delivered on exchange are to be registered in thename of:
	 	 
	 	Name:
	 	 
	 	Address:
	 	 
	 	Nationality
of Beneficial Owner:
	 	 
	 	In relation to 4(b), we hereby request that the
                                                                certificates for the Exchange Shares required to be delivered upon exchange (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 Exchangeable Bond Holder]	)


 




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Part
C – Transfer Form


 


FOR
VALUE RECEIVED the undersigned hereby transfers the following principal amounts of Exchangeable 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 Exchangeable 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 EXCHANGEABLE BOND CERTIFICATE


 


Terms
and Conditions of the Bond


 


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


 


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


 




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Schedule
2


 


TERMS
AND CONDITIONS OF THE BOND


 


The
issue of USD46,000,000 15% Secured Guaranteed Exchangeable Bonds (the “Exchangeable Bonds”) of REGAL PLANET
LIMITED (the “Issuer”), a company incorporated in the British Virgin Islands, was first authorised by a resolution
of the board of directors of the Issuer dated 14 September 2018. The original exchangeable bonds were constituted by an exchangeable
bond instrument dated 14 September 2018 (the “Issue Date”).


 


Since
its original Issue Date, certain amendments were made to the terms and conditions of the original exchangeable bonds and such amendments
were approved by the board of directors of the Issuer dated 11 September 2021.


 


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


 


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


 


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


 


	1.	Amount
                                            and Issue of the Exchangeable Bonds
	 	 
	1.1	Subject
                                            to Exchangeable Bond Condition 20 (Further Issues), the aggregate principal amount of the
                                            Exchangeable Bonds is USD46,000,000.
	 	 
	1.2	Each
                                            Exchangeable Bond shall be issued subject to and in accordance with the terms of the Exchangeable
                                            Bond Conditions and shall be binding on the Issuer and shall enure for the benefit of the
                                            Exchangeable Bond Holder.
	 	 
	1.3	The
                                            Issuer and the Exchangeable Bond Holder shall each pay half of all stamp duties (if any)
                                            payable in Hong Kong on the issue of the Exchangeable Bonds and the initial delivery of the
                                            Exchangeable Bonds.




 




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	2.	Covenant
                                            to Pay







 


	2.1	The
                                            Issuer will on any day on which the Exchangeable Bonds or any portion thereof become due
                                            unconditionally pay to, or cause to be paid to, or to the order of the Exchangeable Bond
                                            Holder in USD in immediately available funds such amount payable in respect of the Exchangeable
                                            Bonds becoming due on that date, calculated in accordance with the Exchangeable Bond Conditions
                                            together with any applicable premium (if any) and will (subject to the Exchangeable Bond Conditions)
                                            until such payment (both before and after judgment) unconditionally pay to, or to the order
                                            of, the Exchangeable Bond Holder, interest in USD accrued and payable in accordance with
                                            the Exchangeable Bond Conditions.
	 	 
	2.2	Save
                                            as provided herein, the Exchangeable Bonds may not be repaid or otherwise redeemed.



 


	3.	Form,
                                            Denomination, Status and Guarantee
	 	 
	3.1	Form
                                            and denomination
	 	 
	 	Each
Exchangeable Bond is issued in registered form of an amount (the “Denominated Amount”) of a minimum of USD1,000,000.
An Exchangeable Bond Certificate will be issued to each Exchangeable Bond Holder in respect of its registered holding of Exchangeable
Bond. Each Exchangeable Bond Certificate will be numbered serially with an identifying number which will be recorded on the relevant
Exchangeable Bond Certificate and in the register of Exchangeable Bond Holders (the “Exchangeable Bond Register”)
kept by the Issuer.
	 	 
	3.2	Status
                                            of the Exchangeable Bonds
	 	 
	 	The
Exchangeable 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 Exchangeable 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 Exchangeable 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.	Exchangeable
                                            Bond Register, Title and Transfers
	 	 
	4.1	Exchangeable
                                            Bond Register
	 	 
	 	The
Issuer shall keep and maintain the Exchangeable Bond Register at the Specified Office and shall enter in the Exchangeable Bond Register:







 


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







 


	 	If
there is any change in the name or address of any Exchangeable Bond Holder, such Exchangeable Bond Holder shall give written notice to
the Issuer as soon as reasonably practicable following such change by notice in accordance with Exchangeable Bond Condition 20 (Notices),
following which the Issuer shall update the Exchangeable Bond Register accordingly. Each Exchangeable BondHolder or any person authorised
by an Exchangeable Bond Holder shall be entitled at all times during office hours upon one (1) Business Day’s notice to inspect
the Exchangeable Bond Register and to take copies of or extracts from it.
	 	 
	4.2	Title
	 	 
	 	Each
Exchangeable Bond Holder shall (except as otherwise required by applicable Laws) be treated as the absolute owner of such Exchangeable
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 Exchangeable Bond Certificate relating thereto (other than the endorsed form of transfer)
or any notice of any previous loss or theft of such Exchangeable Bond Certificate).




 




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	4.3	Transfers



 


	 	4.3.1	The
Exchangeable Bond is freely transferrable.
	 	 	 
	 	4.3.2	In
this Exchangeable Bond Condition, “transfer” includes an offer, sale, transfer, encumbrance or otherwise disposal
of any Exchangeable Bond, whether directly or indirectly (including through any entity holding the Exchangeable Bond) or entering into
any agreement to do so.
	 	 	 
	 	4.3.3	An
Exchangeable Bond may be transferred by delivery of the Exchangeable Bond Certificate issued in respect of that Exchangeable 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 an Exchangeable Bond will be valid unless and until entered on the Exchangeable 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 Exchangeable 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 Exchangeable 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 Exchangeable Bond Holder, provided that this Exchangeable 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 Exchangeable
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 Exchangeable
Bonds and/or the Convertible Bonds.







 


	5.3	Information
                                            Rights
	 	 
	 	From
the Issue Date up to the date on which no Exchangeable Bonds remain outstanding, the Issuer shall procure that the Exchangeable 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 Exchangeable 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 Exchangeable 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 Exchangeable Bond Holder that it shall cause the Company to 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 Exchangeable Bond Holder).
	 	 	 
	 	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 Exchangeable Bond Holder’s rights under the
Exchangeable Bond Conditions (including, without limitation, the right to receive the Exchange Shares upon exchange of the Exchangeable
Bonds in accordance with the Exchangeable Bond Conditions).







 




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	5.5	Undertakings
                                            relating to shareholding



 


	 	5.5.1	Until
the date on which no Exchangeable Bond remains outstanding, the Issuer agrees and undertakes that it will be the shareholder of the Company
holding such number of Company Shares that are and will be sufficient to fully meet any exercise of all or part of the outstanding Exchangeable
Bonds from time to time pursuant to the Exchangeable Bond Conditions.
	 	 	 
	 	5.5.2	Until
the date on which no Exchangeable Bond remains outstanding, save for any Security Interest created under or restrictions contained in
the Security Documents, the Issuer undertakes to the Exchangeable Bond Holders that it will not directly or indirectly create or otherwise
cause or permit to exist or become effective any Security Interest or restrictions on any Company Share held by the Issuer.
	 	 	 
	 	5.5.3	Until
the date on which no Exchangeable Bond remains outstanding, save for any Security Documents, the Issuer undertakes to the Exchangeable
Bond Holder that it shall (and it shall procure that the Obligors shall) obtain the prior written consent of the Exchangeable Bond Holder
before any Security Interest is created over, or any disposal of, any interest in the Company Shares held by the Issuer or any Obligor.
	 	 	 
	 	5.5.4	Until
the date on which no Exchangeable Bond remains outstanding, save for any Security Documents, the Issuer undertakes to the Exchangeable
Bond Holder that it shall (and it shall procure that the Obligors and the Company shall) obtain the prior written consent of the Exchangeable
Bond Holder before any Security Interest is created over, or any disposal of, any interest in any shares of any entity directly or indirectly
Controlled by the Company.
	 	 	 
	 	5.5.5	Until
the date on which no Exchangeable Bond remains outstanding, the Issuer shall not dispose of, pledge, charge or create any encumbrances
whatsoever over his direct or indirect interest in any Company Shares.







 




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	5.6	Registration
                                            of Exchange Shares
	 	 
	 	The
Issuer shall ensure, and shall cause the Company to ensure, that the Exchange Shares (and to the extent the QIPO is conducted by way
of an offer and sale of depositary receipts evidencing depositary interests in the Exchange Shares, such shares and receipts evidencing
the Exchange 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 purpose of the QIPO or, if the Exchangeable
Bond Holder (or holder of Exchange Shares) elects not to register any Exchange Shares for the 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 Exchangeable Bond Holder (or holder of Exchange Shares).
	 	 
	5.7	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 Exchangeable Bond Holder
to offer, sell, pledge or otherwise transfer the Exchangeable Bonds and/or the Exchange Shares without registration under the Securities
Act.



 


	6.	Security







 


	6.1	The
                                            payment obligations of the Issuer under the Exchangeable Bonds are secured rateably and on
                                            a 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 Exchangeable Bond Holder of such occurrence, or, in any other event
                                            where the Security becomes enforceable, the Exchangeable 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 Exchangeable Bond Condition 7 (Interest), the Exchangeable
                                            Bondsbear interest from the Issue Date at the rate of 15% per annum calculated annually on
                                            a compounded basis 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 Exchangeable
                                            Bond is redeemed or exchanged in accordance with the terms of the Exchangeable Bond Conditions,
                                            subject to Exchangeable Bond Condition 15 (Payments).
	 	 
	7.2	Interest
                                            will cease to accrue:



 


	 	7.2.1	(in
the event of the redemption upon Event of Default in accordance with the provisions of Exchangeable Bond Condition 11) on the
outstanding principal amount of the Exchangeable Bond with effect from the EoD Redemption Date and the relevant interest payable
shall be paid on the relevant EoD Redemption Date; or
	 	 	 
	 	7.2.2	(in the event of an exchange of the Exchangeable Bond in accordance with the provisions of
    Exchangeable Bond Condition 8 and unless the Exchangeable Bond Holder has not elected to include the accrued and unpaid interest in
    the aggregate amount to be exchanged into Exchange Shares) on the outstanding principal amount of the Exchangeable Bonds which is
    subject to such exchange with effect from the Exchange Date and the relevant interest accrued payable shall be paid on the Exchange
    Date; or
	 	 	 
	 	7.2.3	(in
the event of a redemption at Maturity in accordance with the provisions of Exchangeable Bond Condition 10.3) on the outstanding principal
amount of the Exchangeable Bond with effect from the Maturity Date; or
	 	 	 
	 	7.2.4	(in the event of a redemption in accordance with the provisions of Exchangeable Bond Conditions
    10.1, 10.2 or 10.4) 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 Exchangeable Bond Condition 13.







 




    	22 | P a g e



     


    

 


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




 


	 	Number
of Exchange Share 	=	Principal
Amount (+ Interest)


———————————


Exchange
Price

 
	 	 	 	 
	 	Where:	 	 
	 	 	 	 
	 	Principal
Amount	=	
                                    the outstanding principal amount of the Exchangeable Bonds in respect of which the Exchangeable Bond Holder has exercised its
                                    exchange right



	 	 	 	 
		Interest	=	
                                            (if the Exchangeable Bond Holder so elects) any accrued and unpaid interest attributable
                                            to the Principal Amount including any default interest in accordance with Exchangeable Bond
                                            Condition 13 below (if any)
	 	 	 	 
	 	Exchange
Price	=	 An initial exchange price
of USD6.21335 as adjusted by Exchangeable Bond Condition 9.1.




 




    	23 | P a g e



     


    

 





	 	Provided
that:	 	 


 


		(a)	if
                                            the Exchangeable Bond Holder does not elect to include Interest in the calculation of the
                                            number of Exchange Shares, such Interest shall be paid in cash to the Exchangeable Bond Holder
                                            on the Exchange Date; and
	 	 	 
		(b)	in
                                            case the exchange of the Exchangeable Bonds in accordance with this Exchangeable Bond Condition
                                            8 . 2 does not comply with any requirement of, or is not permitted by, any applicable Law,
                                            any rules of the Stock Exchange or any direction of any Government Authority, the Exchangeable
                                            Bonds shall no longer be exchangeable and the Issuer shall redeem the outstanding Exchangeable
                                            Bonds in accordance with Exchangeable Bond Condition 10.1.



 


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



 


	 	8.4.1	During the Exchange Period and subject to the applicable
                                                                                                                                                           rules of the Stock Exchange,an Exchangeable Bond Holder may in its sole discretion deliver a notice of exchange in writing
                                                                                                                                                           substantially in the form set out in Part B of the first schedule to the Exchangeable Bond Certificate (the “Exchange
                                                                                                                                                           Notice”). If no Exchange Notice is delivered by the Exchangeable Bond Holder in accordance with this Exchangeable Bond
                                                                                                                                                           Condition 8.4.1, it shall be deemed that the Exchangeable Bond Holder has given the Issuer an Exchange Notice for the exchange of
                                                                                                                                                           all of the outstanding principal amount of all Exchangeable Bonds held by it (and all accrued and unpaid interest attributable to
                                                                                                                                                           such Exchangeable Bonds) into Exchange Shares and such Exchangeable Bonds shall be exchanged into Exchange Shares on the Maturity
                                                                                                                                                           Date.
	 	 	 
	 	8.4.2	The
person in whose name the Exchange Shares are to be registered in accordance with the instructions given in the Exchange Notice will become
the legal and beneficial owner of the Exchange Shares with effect from the Exchange 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 Exchangeable Bond, any exchange of the Exchangeable
Bond, and the delivery of the Exchange Shares, in each case as applicable, in respect of any exchange of Exchangeable Bond, directly
to the relevant authorities.







 




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	 	8.4.4

                                                                                
	Following
the delivery of an Exchange Notice and subject to the applicable rules of the Stock Exchange, the Issuer shall promptly and in any event
no later than the Exchange Date:







 


			(a)	take
                                            or procure the relevant shareholder(s) of the Company and the Company to take all necessary
                                            steps and execute all necessary documents to effect the transfer of the legal and beneficial
                                            ownership of the Exchange Shares to the Exchangeable Bond Holder (or its nominee) and deliver
                                            to the Exchangeable Bond Holder an original of the share transfer form(s) and each other
                                            document as may be required (if any) under applicable Law to effect the transfer of the legal
                                            and beneficial ownership in the Exchange Shares to the Exchangeable Bond Holder, each being
                                            duly executed by the transferor(s) of such Exchange Shares;
	 	 	 	 
			(b)	procure
                                            the cancellation of each of the share certificates for such Exchange Shares bearing the name
                                            of the transferor(s) of such Exchange Shares;
	 	 	 	 
			(c)	upon
                                            the election of the Exchangeable Bond Holder at its sole discretion and as notified to the
                                            Issuer in the Exchange Notice:



 


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



 




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






 


	8.5	The
                                            Exchange Shares transferred to an Exchangeable Bond Holder upon the exchange of Exchangeable
                                            Bonds under Exchangeable 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 Company free from any Security Interest to such Exchangeable Bond Holder
                                            with effect from the Exchange Date and such Exchange Shares shall rank pari passu in
                                            all aspectswith the Company Shares in issue on the Exchange Date and shall be entitled to
                                            all dividends and other distributions the record date for which falls on a date on or after
                                            the Exchange Date.
	 	 
	9.	Adjustments
                                            to Exchange Price
	 	 
	9.1	The
                                            Exchange Price will be subject to adjustment in certain events set out in the Exchangeable
                                            Bond Conditions, including the following events:



 


	 	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 Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such alteration by the following fraction:
	 	 	 
	 	 	A


———


B


	 	 	 
	 	 	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.







 




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	 	9.1.2	Capitalisation
of Profits or Reserves:







 


		(a)	If
                                            and whenever the Company 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 Exchange Price shall be
                                            adjusted by multiplying the Exchange 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 immediately before such issue; and
	 	 	 
		B	is
                                            the aggregate nominal amount of the issued Company Shares immediately after 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.







 


		(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 Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately
                                            before the issue of such Company Shares by the following fraction:



 


	 	 	A + B

                                                                                                                                                                                                                                    ______

                                                                                                                                                                                                                                    A+C




 




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	 	where:	 










 


		A	is
                                            the aggregate nominal amount of the issued Company Shares immediately before 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 amount of 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 the whole, or the relevant part, of the Relevant Cash Dividend; and
	 	 	 
		C	is
                                            the aggregate nominal amount of Company Shares issued by way of such Scrip 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.







 


	 	9.1.3	Distribution:
	 	 	 
	 	 	If
and whenever the Company shall pay or make any Distribution (as defined below) to the Company Shareholders (except where the Exchange
Price falls to be adjusted under Exchangeable Bond Condition 9.1.2 above), the Exchange Price shall be adjusted by multiplying the Exchange
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 the Distribution 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 Distribution attributable to one Company
                                            Share;



 


	 	 	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 C o m p a n y shall issue Company
                   Shares to all or substantially allCompany 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 or other 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 Exchange Price shall be adjusted by multiplying the Exchange 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 such announcement;
	 	 	 
		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 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.







 




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	 	9.1.5	Rights
Issues of Other Securities:
	 	 	 
	 	 	If and whenever the Company 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 or substantially 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 Exchange Price shall be adjusted by multiplying
                   the Exchange Price 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 rights attributable to one Company Share;




 


	 	 	Such
adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may
be) 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 C o m p a n y shall issue (otherwise
                   than as mentioned in Exchangeable 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 mentioned in Exchangeable 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 Exchange Price shall be adjusted by multiplying the
                   Exchange Price in force immediately before such issue by the following fraction:







 




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	 	 	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 or other 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 such additional Company
                                            Shares.




 


	 	 	References to additional Company Shares in the above
                                        formula shall, in the case of an issue by the Company 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 the initial exercise price (if applicable) on the date of issue of such options, warrants or other rights.
	 	 	 
	 	 	Such
adjustment shall become effective on the date of issue of such additional Company Shares or, as the case may be, the grant of such options,
warrants or other rights.
	 	 	 
	 	 	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 Exchangeable Bond Condition 9.1.7, in the event of an issue wholly for cash by the Company or any Subsidiary
                   (otherwise than as mentioned in Exchangeable 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 Company or any Subsidiary) any other company, person or entity of any securities (other than the
                   Exchangeable Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Company Shares
                   to be issued by the Company 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 Exchange Price shall be
                   adjusted by multiplying the Exchange Price in force immediately before such issue by the following fraction:




 




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	 	 	A+B

                                                                                                                                                                                                                                    ______

                                                                                A+C

	 	 	 
	 	where:	 
	 	 	 
		A	is
                                            the number of Company Shares in issue immediately before such issue;
	 	 	 
		B	is
                                            the number of Company Shares which the aggregate consideration receivable by the Company
                                            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 c o n v
                                            e r s i o n , 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 Exchangeable 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 Exchange Price shall be adjusted by
                   multiplying the Exchange Price in force immediately before such modification by the following fraction:







 




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	 	 	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
                                            Company for the Company Shares to be issued, or otherwise made available, on conversion or
                                            exchange or on exercise of the right of subscription attached to the securities, in each case
                                            so modified, would purchase at such Current Market Price per Company Share or, if lower, the
                                            existing conversion, exchange or subscription price of such securities; and
	 	 	 
		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 an Independent Investment Bank considers appropriate (if at all) for any
                                            previous adjustment under Exchangeable Bond Condition 9.1.7 or Exchangeable Bond Condition
9.1.8.







 


	 	 	Such adjustment shall become effective on the date of
                                        modification of the rights of conversion, 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 Company or any Subsidiary or (at the direction or request of or pursuant to any arrangements with the Company
                   or any Subsidiary) any other company, person or entity of any securities in connection with an offer by or on behalf of the Company
                   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 Exchange Price falls to be adjusted
                   under Exchangeable Bond Conditions 9.1.4, 9.1.5, 9.1.6 or 9.1.7), the Exchange Price shall be adjusted by multiplying the Exchange
                   Price in force immediately before such issue by the following fraction:







 




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	 	 	A-B

                                                                                                                                                                                                                                    ______

                                                                                A

	 	 	 
	 	where:	 
	 	 	 
		A	is
                                            the Current Market Price of one Company Share on the date on which such issue 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 rights attributable to one Company Share;




 


	 	 	Such
adjustment shall become effective on the date of issue of the securities.
	 	 	 
	 	9.1.10	Other
Events:
	 	 	 
	 	 	


If
the Company determines that an adjustment should be made to the Exchange Price as a result of one or more events or circumstances
not referred to in Exchangeable Bond Condition 9.1, the Company shall at its own expense request an Independent Investment Bank, to
determine as soon as practicable what adjustment (if any) to the Exchange Price is fair and reasonable to take account thereof, if
the adjustment would result in a reduction in the Exchange 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 Exchangeable Bond Condition 9.1 have already resulted or will
result in an adjustment to the Exchange 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 Exchange Price, such modification (if
any) shall be made to the operation of the provisions of Exchangeable 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 Exchangeable 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.







 


	9.2	For
                                            the purposes of these Exchangeable Bond Conditions:



 


	 	9.2.1	“Closing
                                            Price” for the Company Shares for any Trading Day shall be the closing market price
                                            quoted by the Stock Exchange.
	 	 	 
	 	9.2.2	“Current
Market Price” means, on or after the date of the QIPO, in respect of a Company Share at a particular time on a particular date,
the average of the Closing Prices quoted by the Stock Exchange for one Company Share (being a Company Share carrying full entitlement
to dividend) for the 20 consecutive Trading Days ending on the Trading Day immediately preceding such date; provided that if at any time
during the said 20 Trading Day period the Company Shares shall have been quoted ex- dividend and during some other part of that period
the Company Shares shall have been quoted cum-dividend then:







 


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



 




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






 


and
provided further that if the Company Shares on each of the said 20 Trading Days have been quoted cum-dividend in respect of a dividend
which has been declared or announced but the Company Shares to be issued do not rank for that dividend, the quotations on each of such
dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value
of that dividend per Company Share.


 


	 	9.2.3	“Distribution”
  means any dividend or distribution (whether of cash or assets in specie) by the Company 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).
	 	 	 
	 	9.2.4	“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 provided that (i) the fair
  market value of a cash Dividend paid or to be paid per Company Share shall be the amount of such cash Dividend per Company Share determined
  as at the date of announcement of such Dividend; and (ii) where options, warrants or other rights are publicly traded in a market of
  adequate liquidity (as determined by such Independent Investment Bank) the fair market value of such options, warrants or other rights
  shall equal the arithmetic mean of the daily Closing Prices of such options, warrants or other rights during the period of five Trading
  Days on the relevant market commencing on the first such Trading Day such options, warrants or other rights are publicly traded.
	 	 	 
	 	9.2.5	“Relevant
  Cash Dividend” means any cash dividend specifically declared by the Company.
	 	 	 
	 	9.2.6	“Independent
  Investment Bank” means an independent investment bank of international repute selected by the Issuer and accepted in
  writing by the Exchangeable Bond Holders.




 



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	 	9.2.7	“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 Exchangeable 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).
	 	 	 
	 	9.2.8	“Trading
Day” means a day when the Stock Exchange is open for dealing business, provided that if no Closing Price is reported in respect
of the relevant Company Shares on the Stock Exchange for one or more consecutive dealing days such day or days will be disregarded in
any relevant calculation and shall be deemed not have existed when ascertaining any period of dealing days.
	 	 	 
	 	9.2.9	On
  any adjustment, the relevant Exchange 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 Exchange Price where such adjustment (rounded down if applicable) would
  be less than one per cent, of the Exchange Price then in effect. Any adjustment not required to be made, and any amount by which the
  Exchange 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 Exchangeable Bond Holders in accordance with notice provisions in the Exchangeable Bond Conditions as
  soon as practicable after the determination thereof.
	 	 	 
	 	9.2.10	The
  Exchange Price may not be reduced so that, on exchange of Exchangeable 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.
	 	 	 
	 		Where
  more than one event which gives or may give rise to an adjustment to the Exchange 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.




 






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	 	9.2.12	No
  adjustment involving an increase in the Exchange Price will be made, except in the case of a consolidation of the Company Shares as
  referred to in Exchangeable Bond Condition 9.1.1 or to correct an error.
	 	 	 
	 	9.2.13	The
  Exchangeable 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 Exchange Price or to make any calculation or determination (or verification thereof) in connection
  with the Exchange Price.



 


	10.	Redemption
	 	 
	10.1	Redemption
                                            upon no QIPO: If the exchange of the Exchangeable Bonds in accordance with Exchangeable 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 Exchangeable Bond Holder such part of, the outstanding Exchangeable 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 Exchangeable Bond Holder at its sole discretion.
	 	 
	10.2	Redemption
                                            for low market capitalisation: If the Company fails to maintain a total capitalisation of
                                            USD800,000,000 either (a) 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 initial public offering
                                            or (b) during any day from the date commencing 180 days after QIPO to the date ending 240
                                            days after QIPO, the Issuer shall redeem all, or at the election of the Exchangeable Bond
                                            Holder such part of, the outstanding Exchangeable Bonds at the Redemption Amount.
	 	 
	10.3	Redemption
                                            upon Maturity: Unless previously redeemed, purchased and cancelled or exchanged in accordance
                                            with the Exchangeable Bond Conditions, the Issuer shall redeem all outstanding Exchangeable
                                            Bonds held by the Exchangeable Bond Holder on the Maturity Date without the need for such
                                            Exchangeable Bond Holder to serve any notice, at the Redemption Amount (as defined below).



 






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	10.4	Redemption
                                            on Extraordinary Event: If an Extraordinary Event occurs which in the opinion of the Exchangeable
                                            Bond Holder, no adjustment can be made pursuant to the Exchangeable Bond Conditions to preserve
                                            the economic effect of the transaction contemplated by the parties, the Exchangeable Bond
                                            Holder may by written notice to the Issuer, require the Issuer to redeem all, or at the election
                                            of the Exchangeable Bond Holder such part of, outstanding Exchangeable Bonds at the Redemption
                                            Amount on the date specified in such notice.
	 	 
	10.5	The
                                            Exchangeable Bond Holder shall issue a Redemption Notice in respect of a redemption event
                                            specified in Exchangeable Bond Conditions 10.1, 10.2 and 10.4.
	 	 
	10.6	In
                                            the case of a partial redemption, the Issuer shall take such action to replace the Exchangeable
                                            Bond Certificate to reflect the amount redeemed on the original Exchangeable Bond Certificate
                                            subject to the redemption.
	 	 
	11.	Redemption
                                            upon Event of Default
	 	 
	11.1	Save
                                            as otherwise consented to or waived by the Exchangeable Bond Holder, if any event set outin
                                            Exchangeable Bond Condition 11.3 occurs at any time on or after the Issue Date, subject to
                                            the Exchangeable Bond Holder’s written notice that there is occurrence of such event
                                            and (other than in the case of any event set out in Exchangeable Bond Conditions 11.3.3,
                                            11.3.5, 11.3.6, 11.3.7, 11.3.8, 11.3.9, 11.3.10, 11.3.11, 11.3.12, 11.3.13, 11.3.14, 11.3.15,
                                            11.3.16, 11.3.17, 11.3.18, 11.3.19, 11.3.20, 11.3.21 and 11.3.22) 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 Exchangeable 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 Exchangeable Bonds it holds at that time and such
                                            relevant amounts of the Exchangeable Bonds shall immediately become due and repayable at
                                            the Redemption Amount in accordance with Exchangeable 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 Exchangeable Bond Certificate. The Redemption Notice
                                            shall specify, among other things, the following:



 


	 	11.2.1	a
  description of the relevant Event of Default, by reference to the relevant paragraph(s) in Exchangeable Bond Condition
  11.3;
	 	 	 
	 	11.2.2	the
  relevant amount of the outstanding Exchangeable Bond required to be redeemed;




 






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	 	11.2.3	the
  EoD Redemption Date; and
	 	 	 
	 	11.2.4	the
  Redemption Amount in accordance with Exchangeable Bond Condition 12 (Redemption and Repurchase Amount),




 


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


 


	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 Exchangeable 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	Shareholding
  in the Company: if the Issuer transfers, disposes or creates any Security Interest over (other than pursuant to the Security Documents)
  its direct or indirect shareholding or equity interest in the Company on or after the Issue Date without the prior written consent
  of the Exchangeable Bond Holder;
	 	 	 
	 	11.3.5	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;
	 	 	 
	 	11.3.6	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 or the Company;




 






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	 	11.3.7	Winding-up:
  an order is made or an effective resolution passed for the winding-up or dissolution, administration or bankruptcy of an Obligor or
  the Company;
	 	 	 
	 	11.3.8	Insolvency:
  an Obligor or the Company 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 or the Company; an administrator, liquidator
  or trustee in bankruptcy of an Obligor or the Company is appointed over all or a material part of its assets and turnover (or application
  for any such appointment is made);
	 	 	 
	 	11.3.9	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;
	 	 	 
	 	11.3.10	Convertible
  Bonds: the occurrence of any default (howsoever described) under the transaction documents relating to the Convertible Bonds;
	 	 	 
	 	11.3.11	Cessation
  of business: an Obligor or the Company ceases or threatens to cease to carry on all or substantially all of its business or operations;




 






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	 	11.3.12	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 the Company or (b) an Obligor or the Company is prevented from exercising
  normal control over all or a material part of its property, assets and turnover;
	 	 	 
	 	11.3.13	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;
	 	 	 
	 	11.3.14	Change of control:
  a change of Control in the Issuer without the prior written consent of the Exchangeable Bond Holder;
	 	 	 
	 	11.3.15	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;
	 	 	 
	 	11.3.16	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;
	 	 	 
	 	11.3.17	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;
	 	 	 
	 	11.3.18	Failure
  to provide information: any Obligor failing to provide any information required by the Exchangeable 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;




 




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	 	11.3.19	Audit 
  qualification: the Issuer or Company’s auditor qualifies any of its audited annual consolidated financial statements and such
  qualifications concerns 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;
	 	 	 
	 	11.3.20	Trading
of stock: following a QIPO, a Delisting occurs or the trading of the shares or stock of the Company is suspended for a continuous period
of more than 15 trading days;
	 	 	 
	 	11.3.21	Material
  adverse change: any event or series of events occurs which, in the opinion on the Exchangeable Bond Holder, has or is reasonably likely
  to have a Material Adverse Effect;
	 	 	 
	 	11.3.22	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 foregoing paragraphs.




 


	11.4	The
                                            Issuer shall, within three (3) Business Days, notify the Exchangeable 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.
	 	 
	12.	Redemption
                                            Amount
	 	 
	12.1	The
                                            redemption price payable by the Issuer to an Exchangeable Bond Holder upon redemption under
                                            Exchangeable Bond Conditions 10 or 11 (“Redemption Amount”) shall be the
                                            aggregate amount of:



 


	 	12.1.1	100% of the outstanding
  principal amount of the Exchangeable Bonds redeemed;
	 	 	 
	 	12.1.2	an
  internal rate of return of 15% per annum calculated annually on a compounded basis based on the outstanding principal amount of the
  Exchangeable 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 Exchangeable Bond Condition 7; and
	 	 	 
	 	12.1.3	any default interest
  in accordance with Exchangeable Bond Conditions 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:









 






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	 	12.2.1	in
  the case of a redemption in accordance with Exchangeable Bond Conditions 10.1, 10.2 or 10.4, such date
  as notified by the Exchangeable Bond Holder to the Issuer as the date for redemption;
	 	 	 
	 	12.2.2	in
  the case of a redemption in accordance with Exchangeable Bond Condition 10.3, the Maturity Date;
	 	 	 
	 	12.2.3	in
  the case of a redemption in accordance with Exchangeable Bond Condition 11.1, the EoD Redemption Date.




 


	13.	Default
  Interest




 


In
the event of non-payment by the Issuer of any of the amounts in respect of the Exchangeable 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 Exchangeable 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 Exchangeable Bond Holder free and clear of and without set-off or deduction for taxes or otherwise.


 


	14.	Procedure
  for Redemption of Exchangeable Bonds
	 	 
	14.1	The
                                            Issuer (or its nominee) shall pay the Redemption Amount to the Exchangeable Bond Holder on
                                            such date in accordance with Exchangeable Bond Condition 12.2.
	 	 
	14.2	From
                                            and after the payment in full by the Issuer of the Redemption Amount for all outstanding
                                            Exchangeable Bonds, the Exchangeable 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 Exchangeable Bonds shall cease
                                            and terminate.



 






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	15.	Payments




 










	15.1	Unless
                                            specifically provided in a Transaction Document, all payments to be made by the Issuer to
                                            each Exchangeable 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 Exchangeable Bond Holder at its address as specified
                                            in the register of Exchangeable Bond Holders or, at the option of the Exchangeable 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 Exchangeable Bond Holder’s account with a bank in Hong
                                            Kong as may be notified by the relevant Exchangeable Bond Holder from time to time.


	 	 
	15.2	All
                                            payments made by the Issuer (or its nominee) with respect to the Exchangeable 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 Exchangeable 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 Initial Exchangeable 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 Exchangeable Bonds and the
cancellation and delivery of certificate(s)therefor, in each case as applicable, in equal share.


 


	17.	Replacement
  of Exchangeable Bond Certificate(s)




 


Should
any Exchangeable 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 Exchangeable Bond
Certificate(s) must be surrendered before replacements will be issued.


 




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	18.	Usury







 


The
Exchangeable 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 Exchangeable Bonds at a rate which could subject the Exchangeable Bond Holder to either civil or criminal liability as
a result of being in excess of the Maximum Interest Rate. If under the Exchangeable 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.


 


	19.	QIPO




 


For
the purposes of a QIPO, if the Company 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 Exchangeable
Bond Conditions, the Exchangeable Bonds and/or the Transaction Documents as the Exchangeable Bond Holders deem necessary to maintain
the same commercial effect as if the Listing Entity had been the Company. Any such modification shall not be prejudicial to the interests
of the Exchangeable Bond Holders.


 


	20.	Further
  Issues




 


The
Issuer may from time to time with the consent of the Exchangeable Bond Holder create and issue further bonds having the same terms and
conditions as the Exchangeable Bonds in all respects (except for the issue date) and so that such further issue shall be consolidated
and form a single series with the outstanding Exchangeable Bonds. References to the Transaction Documents to the Exchangeable Bonds include
(unless the context requires otherwise) any other such bonds issued pursuant to this Exchangeable Bond Condition 20 and forming a single
series with the outstanding Exchangeable Bonds.


 


	21.	Notices




 











	21.1	A
                                            Notice under or in connection with this Exchangeable Bond Instrument shall be:



 


	 	21.1.1	in
  writing and in English; and



 





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	 	21.1.2	delivered
  personally, sent by fax with confirmation receipt followed by mail posted within 24 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 Exchangeable Bond Condition 21.2
  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.



 


	21.2	For
                                            the purposes of this Exchangeable Bond Condition 21 (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:



 


	 	21.2.1	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






 





	 	21.2.2	in
  the case of the Exchangeable Bond Holder, the address in the register of the Exchangeable Bond 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.




 


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



 


	 	21.3.1	delivered personally,
  when left at the address referred to in Exchangeable Bond Condition 21.2;
	 	 	 
	 	21.3.2	sent
  by courier, two (2) Business Days after posting it;
	 	 	 
	 	21.3.3	sent
  by fax, when confirmation of its transmission has been recorded on the sender’s faxmachine; or
	 	 	 
	 	21.3.4	sent by e-mail, upon
  receipt.




 






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	22.	Governing
  Law and Jurisdiction


 


	22.1	The
                                            Exchangeable 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.
	 	 
	22.2	Any
                                            dispute, controversy or claim arising out of or in connection with the Exchangeable Bond
                                            Conditions, including any question regarding its existence, validity or termination, 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 Exchangeable Bond Conditions.
	 	 
	22.3	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 or. 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 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.
	 	 
	22.4	The
                                            seat, or legal place, of arbitration shall be Hong Kong.
	 	 
	22.5	The
                                            language to be used in the arbitral proceedings shall be English.
	 	 
	22.6	Any
                                            award of the Tribunal shall be made in writing and shall be final and binding on the Exchangeable
                                            Bond Holder and the Issuer from the day it is made. The parties undertake to carry out the
                                            award without delay.
	 	 
	22.7	Each
                                            Exchangeable 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 Exchangeable Bond Condition 22 shall be construed as preventing any such party from
                                            seeking conservatory or interim relief from any court of competent jurisdiction.
	 	 
	22.8	This
                                            arbitration agreement shall be governed and construed under the laws of Hong Kong.



 






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	22.9	Where
                                            disputes arise out of or in connection with Exchangeable 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:



 


	 	22.9.1	by
  the arbitral tribunal that ordered the consolidation unless the HKIAC decides that thatarbitral tribunal would not be suitable or impartial;
  and
	 	 	 
	 	22.9.2	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 applicable arbitration rules (including those of an
arbitral institution) and, in such circumstances, the provisions of foregoing paragraph above shall apply in addition to those
powers.


 


	22.10	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.



 


	23.	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;




 






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		(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.



 


	24.	Interpretation



 








	24.1	In
                                            these Exchangeable 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
Exchangeable 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 an Exchangeable Bond Certificate, in the place where the Exchangeable Bond Certificate
is surrendered, respectively.


 


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


 


“Company”
means 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.


 




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“Company
Shares” means (a) shares in the authorised shares of the Company or (b) if a SPAC Transaction has occurred, the shares in the
authorized shares of the Company (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” means the USD27,000,000 15% secured guaranteed convertible bonds issued by the Company.


 


“Delisting”
means (a) the Stock Exchange announces that, pursuant to the rules of the relevant Stock 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 Exchangeable Bond Condition 3.1 (Form and denomination).


 


“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 Company on 13 September 2018 pursuant
to which its 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 Company;


 


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


 


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


 


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


 






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


 


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


 


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


 


“Exchangeable
Bond Register” has the meaning assigned to it in Exchangeable Bond Condition 3.1.


 


“Exchange
Date” means the date on which the Exchangeable Bond Holder is recorded as the registered owner of the Exchange Shares in the
register of members of the Company.


 


“Exchange
Notice” has the meaning specified in Exchangeable Bond Condition 8.4.1.


 


“Exchange
Period” means the period commencing from the date on which a QIPO occurs and ending on the Maturity Date.


 


“Exchange
Shares” means such Company Shares to be transferred by one of the legal and beneficial holder of such Company Shares, to the
Exchangeable Bond Holder (or its nominee) upon an exchange of the Exchangeable Bonds, pursuant to and in accordance with the Exchangeable
Bond Conditions.


 


“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.


 






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“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);
	 	 	 
		(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 Exchangeable 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.


 



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“Initial
Exchangeable Bond Holder” means Chelsea Vanguard Fund.


 


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


 


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


 


“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 an Obligor
                                            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 an Exchangeable Bond Holder in respect of any TransactionDocument.



 


“Maturity
Date” means the date falling 240 days after the latest date by which a QIPO must occur as provided in Exchangeable Bond Condition
5.4.1.


 


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





 






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“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 Company with or into another entity
                                            or person (other than a consolidation, amalgamation, merger or binding share exchange in
                                            which the Company 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
	 	 	 
		(d)	consolidation,
                                            amalgamation, merger or binding share exchange of the Company or its Subsidiaries with or
                                            into another entity in which the Company 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 Company,
	 	 	 
		(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 Exchangeable Bond Instrument and shall be construed in accordance with Exchangeable
Bond Condition 20 (Notices).


 


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


 




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“Original
Subscription Agreement” means the subscription agreement entered into between the Issuer as issuer and the Initial Exchangeable
Bond Holder as investor in connection with the subscription of the Exchangeable 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 Exchangeable Bond Conditions only, Hong Kong, the Macau
Special Administrative Region and Taiwan.


 


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


 


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


 


“Security”
means, collectively, all the security interests granted in favour of the Exchangeable 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 Exchangeable 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 Exchangeable Bond Holder as chargee;



 






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		(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 Exchangeable 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 Exchangeable Bond Holder; and
	 	 	 
		(e)	the
                                            Guarantee; and
	 	 	 
		(f)	the
                                            Supplemental Deed of Personal Guarantee to be executed and delivered by the Personal Guarantor
                                            in favour of the Initial Exchangeable 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 Exchangeable 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 Company 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 Exchangeable Bond Holder in writing.


 


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


 




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


 








	Executed
    and delivered as a Deed	)	 	 
	by KONG King Ong Alexander	)	 	 
	on behalf of	)	 	 
	REGAL
    PLANET LIMITED	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	Name:	KONG King
    Ong Alexander
		)	Director
    or authorised signatory
	 	 	 	 
	Name:	 	 	 
	Witness	 	 	 



 


Project Chelsea II – Amended and Restated EB Instrument


 



    	57 | P a g e



     


    

 


“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 Company, as determined by the Exchangeable
Bond Holder.


 


“TNG
Group” means the Company and its Subsidiaries for the time being. “Transaction Documents” means:


 


		(a)	the
                                            Amendment Agreement;
	 	 	 
		(b)	the
                                            Original Subscription Agreement;
	 	 	 
		(c)	this
                                            Exchangeable Bond Instrument;
	 	 	 
		(d)	each
                                            Exchangeable Bond Certificate issued or to be issued to the Exchangeable Bond Holder; and
	 	 	 
		(e)	each
                                            Security Document; and
	 	 	 
		(f)	any
                                            other document designated as a “Transaction Document” by the Issuer and the Initial
                                            Exchangeable Bond Holder.



 


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



 


	 	24.2.1	to
  that statute or provision as from time to time modified or re- enacted;
	 	 	 
	 	24.2.2	to any repealed statute
  or statutory provision which it re-enacts (with or without modification); and
	 	 	 
	 	24.2.3	to
  any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision.




 


	24.3	Unless
                                            the context otherwise requires:



 


	 	24.3.1	words
  in the singular include the plural, and vice versa;
	 	 	 
	 	24.3.2	words
  importing any gender include all genders; and




 


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




 


	24.4	A
                                            reference to an Exchangeable Bond Condition, Sub-condition or Schedule is to a condition
                                            and a sub-condition of, or a schedule, to this Exchangeable Bond Instrument.
	 	 
	24.5	The
                                            headings are for convenience only and do not affect interpretation of this Exchangeable Bond
                                            Instrument.
	 	 
	24.6	References
                                            in this Exchangeable Bond Instrument to any matter being “approved” by any person
                                            means approval given by that person in writing.



 




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SIGNATURE
PAGE


 


	Executed
    for and on behalf of	 
	TNG
    FINTECH GROUP INC. by	 
	 	 
	/s/
    Kong King Ong Alexander	 



 





Project
Chelsea II- Amendment Agreement




 



    	 



    	 



    

 


	Executed
    for and on behalf of	 
	REGAL
    PLANET LIMITED by	 
	 	 
	/s/
    Kong King Ong Alexander	 


 


Project
Chelsea II- Amendment Agreement


 









    	 



    	 



    




 


	Executed
    for and on behalf of	 
	CHELSEA
    VANGUARD FUND by	 
	 	 
	/s/
    Lau Chin YungAndy	 


 


Project
Chelsea II- Amendment Agreement