Redemption for Change of Control:

At any time following the occurrence of a Change of Control, the holder of each Note will have the right, at such holder’s option, to require the Issuer to redeem all but not some only of that holder’s Notes on the Put Date at 100 per cent. of their principal amount, together with accrued interest up to, but excluding the Put Date. To exercise such right, the holder of the relevant Note must deposit at the specified office of any Paying Agent a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of any Paying Agent (a ‘‘Put Exercise Notice’’), together with the Note Certificate evidencing the Notes to be redeemed by not later than 60 days following a Change of Control, or, if later, 60 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 14 (Notices). The ‘‘Put Date’’ shall be the fourteenth day after the expiry of such period of 60 days as referred to above.

a ‘‘Change of Control’’ occurs when:

(i) any Person or Persons acting together acquires Control of the Guarantor if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Guarantor on the Issue Date;
(ii) the Guarantor consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Guarantor or the successor entity; or
(iii) one or more Persons acquires the beneficial ownership of all or substantially all of the Guarantor’s issued share capital;

‘‘Control’’ means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Guarantor or 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

a ‘‘Person’’, as used in this Condition 5(c) (Redemption for Change of Control), includes 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) but does not include (i) the Guarantor’s board of directors or any other governing board, (ii) the Guarantor’s wholly-owned direct or indirect subsidiaries; (iii) the late Dato’ Dr. Cheng Yu-Tung, his relatives and/ or extended family and/or companies which are controlled by any of them and/or trusts in which the late Dato’ Dr. Cheng Yu-Tung, his relatives and/or extended family and/or companies which are controlled by any of them are beneficiaries and/or interests associated with any or some of them; and (iv) Chow Tai Fook Enterprises Limited (‘‘CTFEL’’) and its Affiliates. For this purpose, ‘‘Affiliates’’ of CTFEL means any Person directly or indirectly Controlling, Controlled by or under common control with CTFEL.