EX-4.26





 Exhibit 4.26 

CONVERTIBLE NOTE PURCHASE AGREEMENT 

dated as of 
 December 19, 2019

 between 
 AMTD
INTERNATIONAL INC. 
 and 

VALUE PARTNERS HONG KONG LIMITED ACTING AS THE INVESTMENT 

MANAGER FOR AND ON BEHALF OF VALUE PARTNERS GREATER 

CHINA HIGH YIELD INCOME FUND 












 TABLE OF CONTENTS 

 

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


  
 i 














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


  
 ii 













 CONVERTIBLE NOTE PURCHASE AGREEMENT 

This CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of December 19, 2019 (this “Agreement”) is made and entered into by
and between (i) AMTD International Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and (ii) Value Partners Hong Kong Limited, acting as the investment manager for and on behalf of Value
Partners Greater China High Yield Income Fund, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Purchaser”). 

W I T N E S S E T H: 

WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase and acquire from the Company
(the “Investment”), the Note (as defined below) pursuant to the terms and subject to the conditions of this Agreement. 

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

ARTICLE 1 
 DEFINITIONS

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

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

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under
common control with such Person; provided that none of the Company, any of its Subsidiaries shall be considered an Affiliate of the Purchaser. For purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and
“controlled” have correlative meanings. 
 “Applicable Law” means, with respect to any Person, any
international, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. 

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

  
 1 













 “Class A Shares” means Class A ordinary shares, par
value US$0.0001 per share, in the share capital of the Company. 
 “Class B Shares” means the
Class B ordinary shares, par value US$0.0001 per share, in the share capital of the Company. 
 “Closing Date” means
the date of the Closing. 
 “Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond,
mortgage or deed of trust or other agreement, commitment, arrangement or understanding, whether written or oral. 

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first
option or refusal, right of preemption, or other encumbrance of any kind. 
 “Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder. 
 “Governmental Authority” means
any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. 

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

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

“knowledge” of any Person that is not an individual means the knowledge of such Person’s officers after reasonable
inquiry. 
 “Material Adverse Effect” means any event, circumstance, development, change or effect that, individually or in
the aggregate, has or would reasonably be expected to have a material adverse effect on (i) the financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any such effect resulting from
(A) the announcement of the transactions contemplated by this Agreement, (B) changes affecting any of the industries in which the Company or its Subsidiaries operate generally or the economy generally or (C) changes affecting general
worldwide economic or capital market conditions, or (ii) the authority or ability of the Company to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. 

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

“NYSE” means the New York Stock Exchange. 

“Note” means the convertible note issued to the Purchaser pursuant to Section 2.01 below, the form
of which is attached hereto as Exhibit A. 
 “Ordinary Shares” means collectively the Class A Shares and the
Class B Shares. 

  
 2 













 “Person” means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a Governmental Authority. 
 “Sarbanes-Oxley Act”
means the Sarbanes-Oxley Act of 2002. 
 “SEC” means the U.S. Securities and Exchange Commission. 

“Securities” means any Ordinary Shares or any equity interest of, or shares of any class in the share capital (ordinary,
preferred or otherwise) of, the Company and any convertible securities, options, warrants and any other type of equity or equity-linked securities convertible, exercisable or exchangeable for any such equity interest or shares of any class in the
share capital of the Company. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. 
 “Subsidiary” of any Person means any corporation, partnership, limited liability
company, joint stock company, joint venture or other organization or entity, whether incorporated or unincorporated, which is controlled by such Person. 

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

 

			
	 Term
	  	Section        
	 Agreement
	  	Preamble
	 Bankruptcy Exception
	  	Section 3.04
	 Closing
	  	Section 2.02
	 Company
	  	Preamble
	 Company ESOP
	  	Section 3.03(a)
	 e-mail
	  	Section 9.01
	 Financial Statements
	  	Section 3.10
	 Indemnified Parties
	  	Section 7.02(a)
	 Indemnifying Party
	  	Section 7.02(a)
	 Investment
	  	Recitals
	 Lock-Up Period
	  	Section 5.03
	 Losses
	  	Section 7.02(a)
	 Permits
	  	Section 3.12
	 Purchase Price
	  	Section 2.01
	 Purchaser
	  	Preamble
	 SEC Documents
	  	Section 3.09
	 Third Party Claim
	  	Section 7.03(a)


  
 3 













 Section 1.02 Other Definitional and Interpretative Provisions. The words
“hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for
convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein,
shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable
terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations
promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or
contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or
through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable
Law. 
 ARTICLE 2 

PURCHASE AND SALE OF THE NOTE 

Section 2.01 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company agrees
to issue and sell the Note with a principal value of US$15 million to the Purchaser, and, in exchange, the Purchaser agrees to subscribe for and purchase the Note from the Company for an aggregate price of US$15 million (being 100% of the
face value thereof) (the “Purchase Price”). The Purchase Price shall be paid as provided in Section 2.02. 

Section 2.02 Closing. The closing (the “Closing”) of the issuance and sale of the Note hereunder shall take place
remotely via the electronic exchange of documents and signatures, as soon as possible, but in no event later than five (5) Business Days, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit
of the conditions set forth in Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such
other time or place as the parties hereto may agree. At the Closing:  

  
 4 













 (a) the Purchaser shall deliver to the Company the Purchase Price by wire transfer in U.S.
dollars of immediately available funds to a bank account designated by the Company on or before December 31, 2019; and 
 (b) the
Company shall deliver to the Purchaser the Note dated the date of the Closing and registered in the name of the Purchaser. 
 ARTICLE 3

 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company hereby represents and warrants to the Purchaser that: 

Section 3.01 Organization and Qualification. The Company is an exempted company duly incorporated, validly existing and in good
standing under the laws of the Cayman Islands, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents. The Company is
duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure
to be so qualified or licensed would not have a Material Adverse Effect. The memorandum and articles of association of the Company as filed with the SEC, is the current Memorandum and Articles and is in full force and effect. The Company is not in
violation of any of the provisions of its Memorandum and Articles except as would not have a Material Adverse Effect. 
 Section 3.02
Subsidiaries. Each Subsidiary of the Company has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of its jurisdiction of organization, and
has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents. Each Subsidiary of the Company is duly qualified or licensed to
do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or
licensed would not have a Material Adverse Effect. The constitutional documents of each of the Company’s Subsidiaries are in full force and effect except as would not have a Material Adverse Effect. None of the Company’s Subsidiaries is in
violation of any of the provisions of its constitutional documents except as would not have a Material Adverse Effect. 
 Section 3.03
Capitalization. 
 (a) As of the date of this Agreement, the authorized share capital of the Company consists of
8,000,000,000 Class A Shares and 2,000,000,000 Class B Shares. As of the date of this Agreement, (i)(A) 33,777,159 Class A Shares are issued and outstanding, (B) 20,000,000 Class A Shares are reserved and available for issuance
pursuant to share-based compensation awards granted under the Company’s SpiderMan Share Incentive Plan (the “Company ESOP”) and (ii) 200,000,001 Class B Shares are issued and outstanding. Except as set forth in this
Section 3.03(a), as of the date of this Agreement, no Securities were issued, reserved for issuance or outstanding and no securities of any of its Subsidiaries convertible into or exchangeable or exercisable for any
Securities were issued or are outstanding. All outstanding Ordinary Shares are, and all such shares that may be issued prior to the date hereof will be, when issued, duly authorized, validly issued, fully paid and
non-assessable and not subject to preemptive rights. Except for any obligations pursuant to this Agreement or as otherwise set forth above in this Section 3.03(a) and other than
pursuant to the Company ESOP, as of the date of this Agreement, there are no options or other rights to acquire from the Company, or other obligation of the Company to issue, any additional Securities, and there are no outstanding obligations of the
Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Securities. 

  
 5 













 (b) All of the outstanding capital or other voting securities of each Subsidiary is owned by
the Company, directly or indirectly, free and clear of any Encumbrance. All of the issued equity securities of each Subsidiary of the Company are validly issued, fully paid and non-assessable, and were issued
in compliance with the applicable registration and qualification requirements of Applicable Laws. 
 (c) There are no preemptive rights,
registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights, veto rights or other similar rights with respect to the Securities or the
securities of any Subsidiary of the Company that have been granted to any Person (other than the Company or any Subsidiary). 

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

Section 3.05 No Conflicts. The execution, delivery and performance by the Company of this Agreement and the Note and the
consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Note) will not (i) result in a violation of the Memorandum and Articles, (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract to which the Company or any of its Subsidiaries is a party, or
(iii) result in a violation of any Applicable Law to the Company or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not have a Material Adverse Effect. 
 Section 3.06 Consents. The execution, delivery
and performance of this Agreement and the Note by the Company require no (i) consent, approval, authorization, action or order of, any exemption by, any notice to, or any filing or registration with, any Governmental Authority or (ii) any
consent, approval or authorization from or any waiver by any third party pursuant to any Contract to which the Company or any of its Subsidiaries except as would not have a Material Adverse Effect. 

  
 6 













 Section 3.07 Valid Issuance. The Note has been duly authorized, and, when issued
and paid for in accordance with the terms hereof, shall be validly issued and non-assessable and free from all preemptive or similar rights and Encumbrances. 

Section 3.08 No Registration. Assuming the accuracy of the representations and warranties set forth in
Section 4.05 of this Agreement, the offer, sale and issuance of the Note are exempt from the registration requirements of the Securities Act and the Note is not required to be qualified under the Trust Indenture Act of
1939. None of the Company, its Subsidiaries or their respective Affiliates or any Person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act
or any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Note. 

Section 3.09 SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements
and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial
statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all
material respects with the requirements of the Sarbanes-Oxley Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as
corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as
of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not
been so described, disclosed or filed. 
 Section 3.10 Financial Statements. As of their respective dates, the financial
statements of the Company included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with
respect thereto. The Financial Statements (including any related notes thereto) included or incorporated by reference in the SEC Documents fairly presented in all material respects the consolidated financial position of the Company as of the dates
indicated therein and the consolidated results of its operations, cash flows and changes in shareholders’ equity for the periods specified therein. Such Financial Statements were prepared in accordance with IFRS applied on a consistent basis
(except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed to summary statements). 

  
 7 













 Section 3.11 Internal Controls and Procedures. The Company has established and
maintains disclosure controls and procedures as such terms are defined in, and required by, Rule 13a-15 or Rule 15d-15 under the Exchange Act. Except as may be disclosed
in the SEC Documents, such disclosure controls and procedures are effective to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC. The Company maintains a system of internal controls over financial reporting sufficient to, except to the extent disclosed in the SEC Documents, provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS. Other than the material weaknesses in such internal controls over financial reporting disclosed in the SEC Documents, there are no such other material weaknesses in such system of internal controls. To the knowledge of the Company, there
is no reason that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act,
without qualification, when next due. 
 Section 3.12 Compliance with Applicable Laws. The Company and each of its Subsidiaries
have conducted their businesses in compliance with all Applicable Laws (including, without limitation, the U.S. Foreign Corrupt Practices Act, as amended) except as may be disclosed in the SEC Documents and as would not have a Material Adverse
Effect. Except as may be disclosed in the SEC Documents, the Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”) that are required in order to
carry on their business as presently conducted, except where the failure to have such Permits or the failure to make such filings, applications and registrations, would not have a Material Adverse Effect. Except as may be disclosed in the SEC
Documents, all such Permits are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, except where such absence, suspension or cancellation, would not have a Material Adverse
Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the
ADSs from the NYSE. The Company has not received any notification that the SEC or the NYSE is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto), and has no knowledge of any
facts that would reasonably be expected to lead to delisting or suspension of its ADSs from the NYSE in the foreseeable future. 

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

  
 8 













 ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

The Purchaser represents and warrants to the Company that: 

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

Section 4.02 Authorization; Enforcement; Validity. The Purchaser has the requisite power and authority to execute and deliver this
Agreement and perform its obligations under this Agreement in accordance with the terms hereof. The execution, delivery and performance of this Agreement and the Note and the consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by all requisite action by the Purchaser and no other filing, consent or authorization on the part of the Purchaser is necessary to authorize or approve this Agreement or the Note or to consummate the transactions
contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy Exception. 
 Section 4.03 No
Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational or constitutional
documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any Contract to which the Purchaser is a party, or (iii) result in a violation of any Applicable Law to the Purchaser or by which any property or asset of the Purchaser is bound or affected. 

Section 4.04 Consents. The execution, delivery and performance of this Agreement by the Purchaser require no consent, approval,
authorization, action or order of, any exemption by, any notice to, or any filing or registration with, any Governmental Authority. 

Section 4.05 Status and Investment Intent of the Purchaser. 

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

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

  
 9 













 (c) The Purchaser is acquiring the Note for its own account and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. By executing this Agreement, the Purchaser further represents that, as of the date of this Agreement,
it does not have any contract with any person to sell, transfer, or grant participation to any person, with respect to the Note. 
 (d) The
Purchaser acknowledges and affirms that, with the assistance of its advisors (if applicable), it has conducted and completed its own investigation, analysis and evaluation related to the investment in the Note. 

Section 4.06 Restricted Securities. The Purchaser understands that the Note it is purchasing is characterized as
“restricted security” under U.S. federal securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such security may be resold
without registration under the Act only in certain limited circumstances. 
 Section 4.07 Legends. It is understood that
the certificate evidencing the Note shall bear the following legend: 
 “THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER SECURITIES LAWS. THIS NOTE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.” 
 ARTICLE 5 

COVENANTS 

Section 5.01 Interim Conduct; Further Assurances. 

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

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

  
 10 













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

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

CONDITIONS TO CLOSING 

Section 6.01 Conditions to Obligations of All Parties. The obligations of each party hereto to consummate the Closing are subject
to the satisfaction of the following conditions: 
 (a) No provision of any Applicable Law or no judgment entered by or with any Governmental
Authority with competent jurisdiction, shall be in effect that enjoins, prohibits or materially alters the terms of the transactions contemplated by this Agreement. 

(b) No Proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially
delay the Closing, shall have been instituted or be pending before any Governmental Authority. 
 Section 6.02 Conditions to
Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions: 

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

  
 11 













 Section 6.03 Conditions to Obligation of the Company . The obligations of the
Company to consummate the Closing are subject to the satisfaction of the following further conditions: 
 (a) The representations and
warranties of the Purchaser in this Agreement shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date. 

(b) The Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior
to the Closing Date (including but not limited to its payment obligations under Section 2.02(a)). 
 ARTICLE 7

 SURVIVAL; INDEMNIFICATION 

Section 7.01 Survival. 

(a) All representations and warranties made by any party contained in this Agreement shall survive the Closing until twelve (12) months
after the Closing Date. 
 (b) Notwithstanding anything to the contrary in the foregoing clause, (i) any breach of representation or
warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of
indemnity shall have been given to the party against whom such indemnity may be sought prior to such time and (ii) any breach of representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud or
intentional misrepresentation shall survive until the latest date permitted by law. 
 Section 7.02 Indemnification. 

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

  
 12 













 Section 7.03 Third Party Claim Procedures. 

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

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

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

(d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of
Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim if the
settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the
Indemnified Party or any of its Affiliates. 
 (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party
Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees,
costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the
Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of
interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party. 

  
 13 













 (f) Each party shall reasonably cooperate, and cause their respective Affiliates to
reasonably cooperate, in the defense or prosecution of any Third Party Claim. 
 Section 7.04 Direct Claim Procedures. In the
event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the
Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall
not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within
thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be
conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for
any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved in accordance with
Section 9.05. 
 ARTICLE 8 

TERMINATION 

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

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

(b) by the Purchaser or the Company if the Closing shall not have occurred on or before December 31, 2019; provided that such
right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
or 
 (c) by any party in the event that any Governmental Entity shall have issued a Judgment or taken any other action restraining,
enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Judgment or other action shall have become final and non-appealable. 

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

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

  
 14 













 ARTICLE 9 

MISCELLANEOUS 

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

 if to the Company, to: 
 AMTD
International Inc. 
 23/F, Nexxus Building 

41 Connaught Road Central 
 Hong
Kong 
 Attention: Issac See 

Facsimile: +852 3163 3289 
 if to
the Purchaser, to: 
 Value Partners Greater China High Yield Income Fund 

c/o Value Partners Hong Kong Limited 

43/F, The Center 
 99 Queen’s
Road Central 
 Hong Kong 

Attention: Gordon Ip 
 Facsimile:
+852 2565 7975 
 or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other
parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of
receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 

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

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

  
 15 













 Section 9.03 Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. 
 Section 9.04
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the consent of each other party hereto. 
 Section 9.05
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company irrevocably consents and agrees, for the benefit of the Purchaser, that any legal action, suit or proceeding
against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement or the Note or the transactions contemplated herein or therein shall be brought in the courts of the State of New York or the
courts of the United States located in the Borough of Manhattan, New York City, New York and hereby (i) irrevocably consents and submits to the exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to
any action, suit or proceeding for itself in respect of its properties, assets and revenues, (ii) waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid
actions, suits or proceedings arising out of or in connection with this Agreement or the Note or the transactions contemplated herein or therein brought in any such court, (iii) waives and agrees not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance
with Section 9.01. 
 Section 9.06 Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures in the form of facsimile or electronically imaged
“PDF” shall be deemed to be original signatures for all purposes hereunder. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless
each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other
communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. 

Section 9.07 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. 

Section 9.08 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 

  
 16 













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

			
	AMTD INTERNATIONAL INC.
		
	By:	 	/s/ Marcellus Wong
		 	Name: Marcellus Wong
		 	Title: Chairman of Executive Management Committee



  
 [Signature Page to
NPA] 













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

			
	VALUE PARTNERS HONG KONG LIMITED as investment manager of VALUE PARTNERS GREATER CHINA HIGH YIELD INCOME FUND
		
	By:	 	/s/ King An
		 	Name: King An
		 	Title: Authorised Signor



  
 [Signature Page to
NPA] 













 Exhibit A 

FORM OF CONVERTIBLE NOTE