Issuer call at par; else 100 bps step-up

The Issuer may, on giving not less than 30 nor more than 60 days' irrevocable notice to the Noteholders, the Fiscal Agent and the Registrar, redeem all (and not some only) of the Notes on [TBD] August 2020 or any Distribution Payment Date thereafter. Any such redemption of Notes shall be at their principal amount (together with Distributions (including any Arrears of Distribution and any Additional Distribution Amount) accrued to (but excluding) the date fixed for redemption). All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition 6.3.

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Noteholders and the Fiscal Agent (which notice shall be irrevocable), at their principal amount (together with Distributions (including any Arrears of Distribution and any Additional Distribution Amount) accrued to (but excluding) the date fixed for redemption), following the occurrence of a Change of Control Event.

For the purposes of these Conditions:

"Change of Control Event" means:

(i) other than the Cheng Family or any of its affiliates, any Person or Persons, acting together, acquires Control of the Guarantor; or (ii) the Guarantor consolidates with or merges into or sells or transfers all or substantially all of the Guarantor's assets to any other Person, unless the consolidation, merger, sale or transfer will not result in any Person or Persons (other than the Cheng Family or any of its affiliates) acquiring Control over the Guarantor or the successor entity;
"Cheng Family" means the late Mr. Cheng Yik Hung and/or his issue and/or any of their executors or administrators and/or companies which are controlled by them or any of them and/or any trust in which Mr. Cheng Yik Hung and/or his issue and/or companies controlled by them or any of them are beneficiaries and/or interests associated with any or some of them;
"Control" means:

(i) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Guarantor; or
(ii) the right to appoint and/or remove all or the majority of the members of the Guarantor's board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise and the terms

"Controlling" and "Controlled" shall have meanings correlative to the foregoing; and

"Person" or "Persons" means any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity.

Cumulative Deferral

Any Distribution deferred pursuant to Condition 5.1 shall constitute "Arrears of Distribution". The Issuer may, at its sole discretion, elect (in the circumstances set out in Condition 5.1) to further defer any Arrears of Distribution by complying with the foregoing notice requirement applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distributions can or shall be deferred pursuant to this Condition 5 except that this Condition 5.4 shall be complied with until all outstanding Arrears of Distribution have been paid in full.

Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Notes at the Distribution Rate and the amount of such interest (the "Additional Distribution Amount") with respect to Arrears of Distribution shall be due and payable pursuant to this Condition 5 and shall be calculated by applying the applicable Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the foregoing provisions of Condition 4. The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added, for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution.

Dividend Stopper

If, on any Distribution Payment Date, payment of Distributions (including Arrears of Distribution and Additional Distribution Amount) scheduled to be made on such date is not made in full by reason of this Condition 5, the Issuer shall not and shall procure that none of its subsidiaries shall:
declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on any of the Junior Obligations or (except on a pro rata basis with the Notes) any of its Specified Parity Obligations; or
redeem, reduce, cancel, buy-back or acquire for any consideration and will procure that no redemption, reduction, cancellation, buy-back or acquisition for any consideration is made in respect of, any of its Junior Obligations or (except on a pro rata basis with the Notes) any of its Specified Parity Obligations, unless and until the Issuer:

(i) has satisfied in full all outstanding Arrears of Distribution and any Additional Distribution Amount; or
(ii) is permitted to do so by an Extraordinary Resolution (as defined in the Agency Agreement).

Dividend Pusher

Look-back 12 months)

The Terms and Conditions of the Notes provide that the Notes are redeemable at the option of the Issuer in whole, but not in part, on any Distribution Payment Date falling on or after the date which is three years after the Issue Date at 100 per cent. of their principal nominal together with all outstanding Arrears of Distribution (if any), Additional Distribution Amounts (if any) and Distribution (if any) accrued to (but excluding) the date fixed for redemption.

Callable on 24 Aug 2020 and every 6 months thereafter