Dated the [•] day of [•] 2018

[•]
(as Chargor)

in favour of

[•]

(as Lender)

DEED OF CHARGE
over the [•]% Issued Shares in
[•]
THIS DEED OF CHARGE is made the [•] day of [•] 2018

BY :-

[•] of [•] (the "Chargor")

IN FAVOUR OF :-

[•], a company incorporated under the laws of [•] whose registered office is situated at [•]
(the "Lender").

WHEREAS :-

(A) According to the loan agreement dated entered into between [•] as the borrower
(the "Borrower") and Lender (as the Lender) (the "Loan Agreement"), the Lender agreed
to grant to the Borrower a loan facility in the principal sum of up to Hong Kong Dollars
[•], and pursuant to which, the Chargor shall execute this Deed on the terms hereinafter
contained.

(B) [•] (BVI Company No.: [•]), a company incorporated under the laws of the British Virgin
Islands whose registered office is situated at [•] British Virgin Islands (the "Company")
have an authorized share capital of divided into [•] shares of US[•] each of which [•] shares
have been issued and are fully paid up.

(C) The Borrower is the beneficial owner of the Chargor.

(D) The Chargor is the sole registered and beneficial owner of the Charged Shares (as defined
hereinafter) and the details of the Company is set out in the Schedule to this Deed.

NOW THIS DEED WITNESSETH as follows:-

1. DEFINITIONS AND INTERPRETATIONS

1.1 The following words and expressions shall have the following meanings unless the context
stipulates or requires otherwise :-

"Charged Shares"
means all of the 1•1 shares in the issued share capital of the
Company registered in the name of the Chargor,
representing [•] of the entire issued share capital of the
Company, together with all rights, benefits advantages
whatsoever attaching, accruing, made, offered, attributable
to, arising or deriving from or in respect of any of the said
[•] shares;

_1-
"Encumbrance" means :-

(a) any mortgage, charge, guarantee, indemnity,

assurance, pledge, lien, bill, note, debenture, power
of attorney, encumbrances, hypothecation or other
security interest or security arrangement of any kind;

(b) any arrangement whereby any rights are

subordinated to any rights of any third party; and

(c) any contractual right of set-off;

"Event of Default" means any one of the events of default as set out in the Loan
Agreement (as amended, varied and/or supplemented from
time to time) and any default or breach or non-performance
of any terms of any Security Documents;
"Group Companies" means the Company and its subsidiaries from time to time;
"HK$" or "Hong Kong means Hong Kong Dollars, the lawful currency of Hong
Dollars" Kong.
"Loan" means all Loan made available by the Lender to the
Borrower under the Loan Agreement;

"Obligors" means the Borrower, the Chargor and any other party to the
Security Documents (other than the Lender);
prospective Event of
"
means an event or circumstance which, with the giving of
Default" any notice, the lapse of time, a determination by the Lender
and/or the satisfaction of any other condition, would
constitute an Event of Default;

_ 2-
 "Secured Indebtedness" means all monies which may, from time to time, be owing
to the Lender by the Borrower or other Obligors including
the aggregate of (a) any monies advanced to the Borrower
from time to time by the Lender under the Security
Documents and interest thereon; and (b) all such costs,
charges, expenses, fees, claims, liabilities, losses or other
monies as are stated in this Deed or the Security Documents
to be payable by the Chargor to or recoverable from the
Chargor by the Lender, whether actually or contingently,
now or hereafter and (c) all other sums and liabilities of
whatsoever nature and on any account whatsoever whether
actually or contingently now or hereafter due or owing or
become due or owing from the Borrower or any other
Obligors to the Lender under any of the Security
Documents;
-
Security Documents" means any one of or all of the documents the Borrower will
and/or procure to deliver in connection with the Loan
Agreement:

1.this Deed; and

2.Such other security document(s) that the Lender may

from time to time request to be signed and/or executed;
and

Share Charge"
-
means the first fixed charge over the Charged Shares in
favour of the Lender created under this Deed

1.3 This Deed. Save as otherwise expressly provided, references in this Deed of Charge to
"this Deed" or to any other agreement or document referred to herein include reference to
this Deed or such other agreement or document as amended, extended, novated, replaced
and/or supplemented in any manner from time to time and/or any document which amends,
extends, novates, replaces and/or supplements this Deed or any such other agreement or
document.

1.4 Save as otherwise expressly provided, references in this Deed of Charge to "the Loan
Agreement" shall include reference to the Loan Agreement as amended, extended,
novated, replaced and/or supplemented in any manner from time to time and/or any
document which amends, extends, novates, replaces and/or supplements the Loan
Agreement.

1.5 Successors and Assigns. Subject to Clause 23, references to the "Chargor" and the
"Lender" shall, where relevant, be deemed to be references to or to include (as appropriate)
their respective successors or assigns (whether pursuant to any merger or amalgamation
or otherwise howsoever).
2. COVENANT TO PAY

3-
2.1 In consideration of the Lender agreeing to continue make available the Loan to the
Borrower subject to and on terms and conditions set out in the Loan Agreement (including
any amendment and supplement thereof from time to time), the Chargor HEREBY
COVENANTS with the Lender that it will or procure the Borrower to:-

(a)pay make good and discharge the Secured Indebtedness to the Lender forthwith ON
DEMAND by the Lender when or after the Secured Indebtedness falls due
pursuant to the Loan Agreement (including any amendment and supplement
thereof); and

(b)procure all the Obligors to fully perform and observe all terms of the Security
Documents and pay to the Lender all moneys owed to the Lender under the
Security Documents when due.

3. SHARE CHARGE

3.1 As a continuing security for the due and punctual performance and observance of all
obligations of the Borrower and other Obligors under the Security Documents and as
continuing security for payment of the Secured Indebtedness and for the discharge of all
obligations and liabilities covenanted to be paid or otherwise secured under the Loan
agreement (any other amendment and supplement thereof from time to time) and the other
Security Documents, the Chargor as beneficial owner, HEREBY CHARGES and
COVENANTS TO CHARGE by way of first fixed charge the Charged Shares held by it
in favour of the Lender.

3.2 The security created by the first fixed charge under Clause 3.1 shall extend to and include:-

(a)all moneys and dividends and interest paid or payable after the date hereof in respect
of any of the Charged Shares;

(b)all warrants, stocks, securities, shares (and the dividends and interest (if any) in respect
thereof), rights, monies or other properties accruing or offered at any time by way
of redemption, substitution, bonus, preference, option, dividend, interest,
consolidation, sub-division or otherwise attaching to or in respect of any of the
Charged Shares;

(c)all allotments, accretions, offers, rights, benefits and advantages whatsoever at any time
after the date hereof accruing, made, offered, arising or deriving from or in respect
of any of the above and all further shares in the capital of the Company issued
subsequent hereto and in respect of which the Chargor obtains title; and

(d)all shares, warrants and securities issued or acquired by the Chargor in breach of Clauses
9.3(a), if any.

4. DEPOSIT OF DOCUMENTS

4.1 The Chargor hereby covenants and undertakes with the Lender that forthwith upon

_4-
execution of this Deed, it will deposit with the Lender :-

(a)share certificates or share right certificates in respect of the Charged Shares together
with all relevant documents evidencing its title as shareholder to the same;

(b)undated instrument of transfer duly executed by the Chargor in blank in respect of the
Charged Shares held by it in the form set out in Appendix A;

(c)letter of authority from the Chargor authorizing the Lender to complete the details to be
filled in the instrument of transfer referred to in Clauses 4.1(b) in the form set out in
Appendix B;

(d)signed but undated resolutions of the directors of the Company approving the transfer
of the Charged Shares in the form set out in Appendix C;

(e)signed but undated letters of resignation of the director(s) of the Company

nominated by the Chargor in the form set out in Appendix D;

(f)signed but undated resolutions of the directors of the Company approving the
resignation of the director(s) of the Company nominated by the Chargor and
the appointment of persons to be nominated by the Lender as directors of the
Company in the form set out in Appendix E;

(g) letters of authority from the directors of the Company authorizing the Lender to
date the letters referred to in Clause 4.1(e) and the resolutions referred to in Clauses
4.1(d) and 4.1(f) immediately after the Share Charge becomes enforceable in the
form set out in Appendix F;

(h) irrevocable and unconditional letters of instructions and authority to the secretary
and the directors of the Company to enter on the register of members of the
Company the notation as more particularly described in Clause 4.2 and to deliver
to the Lender all documents and dividends as more particularly described in Clause
4.4 in the form and substance to the satisfactory of the Lender in the form set out
in Appendix G;

(i) a proxy and a power of attorney duly executed by the Chargor in favour of the
Lender in respect of attending all general meetings and signing written resolutions
of the Company in the form set out in Part 1 and Part 2 of Appendix H respectively;
and

(j) such other documents as the Lender may from time to time require for perfecting
its title to the Charged Shares (duly executed by or signed on behalf of the
registered holder) or for vesting or enabling it to vest the same in itself or its
nominees or in any purchaser to the intent that the Lender may at any time without
notice to the Chargor present them for registration; and

shall forthwith upon request by the Lender execute and/or deposit with the Lender such
further documents that may from time to time be required by the Lender.

_5-
4.2 The Chargor hereby covenants and undertakes to the Lender that it shall:-

(a)immediately after execution of this Deed, procure that the following notation be entered
on the register of members of the Company :

"the [•] shares of US$[•]par value of [•] registered in the name of[•] are
charged in favour of [•] by way of a .first fixed charge pursuant to a deed of
charge dated [•] made by [•] in favour of [•]

(b)within 7 days from the date of execution of this deed, provide the Lender with a
certified true copy of the Register of Members of the Company with the annotation
referred to in (a) above.

4.3 The Chargor hereby covenants and undertakes to the Lender that it will deliver or procure
that there be delivered to the Lender within three (3) days from its receipt of the certificates
in respect of the respective Charged Shares (if the same have not been delivered to the
Lender) together with all such other documents evidencing its title to the same.

4.4 The Chargor shall instruct and authorize the secretary and the directors of the Company,
and to procure the Company, to deliver to the Lender direct all certificates and other
documents of title and pay to the Lender all moneys dividends and interest and other
payments due to such Chargor as set out in Clause 3.2.

4.5 The Lender shall be entitled to continue to hold any document delivered to it pursuant to
this Deed until this Deed is released and if, for any reason whatsoever, it releases any such
document to the Chargor or its agent before such time, it may by notice to the Chargor
requiring that such document be redelivered to it and the Chargor shall immediately
comply with that requirement or procure that the requirement of the Lender is fully
complied with.

5. CHARGOR'S OBLIGATIONS

5.1 Nothing in this Deed shall be construed as placing on the Lender any liability or
responsibility whatsoever in respect of any calls, instalments or other payments relating to
any of the Charged Shares or any rights, shares or other securities accruing, offered or
arising in relation to the Charged Shares and the Chargor shall indemnify the Lender in
respect of all calls, instalments or other payments relating to any of the Charged Shares
and to any rights, shares and other securities accruing, offered or arising as aforesaid in
respect of any of the Charged Shares.

6. VOTING RIGHTS

6.1 The Chargor and the Lender agree that whether before or after the security hereby
constituted has become enforceable, the Lender may, but not obliged to, exercise or cause
to be exercised all voting and other rights and powers attaching to the Charged Shares in
such manner as it thinks fit provided always that if the Lender allows or permits the
Chargor to exercise the voting and other rights and powers attaching to the Charged Shares,
it shall not exercise such voting and other rights and power to the extent which might, in

_6-
 the opinion of the Lender, prejudice the interests of the Lender under this Deed then in
such case the Chargor shall exercise, and shall procure the directors of the Company to
exercise their votes and other rights and powers in such manner as the Lender thinks fit to
preserve or perfect the Lender's interests under this Deed.
7. DISCHARGE AND RELEASE

7.1 Upon payment to the Lender of the whole of the Secured Indebtedness and subject to
Clause 15 hereof, the Lender shall at the request and sole cost of the Chargor release and
discharge the Charged Shares to the Chargor or as it shall direct in such manner as the
Lender may deem appropriate.

8. REPRESENTATIONS AND WARRANTIES

8.1 The Chargor hereby represents and warrants to the Lender

that :-

(a)the Recitals to this Deed are for all intents and purposes true and correct in all
respects;
(b)the Company is a company incorporated with limited liability and validly existing
under the laws of the British Virgin Islands, is a separate legal entity with perpetual
corporate existence, and is capable of suing and being sued in its own name and has
power and authority to own its assets and carry on its business as it is now being
carried or proposed to be carried out;

(c)the Chargor and the Company has no liability or indebtedness of whatsoever nature in
respect of which a Encumbrance has been or has agreed to be created except for
those created pursuant to the Security Documents and will not incur other
indebtedness;
(d)the Chargor has the necessary capacity, power and right to enter into and execute this
Deed and to perform and observe all obligations contained herein;

(e)all necessary governmental and other consents, licences, authorizations and

approvals (if any) for the subscription or acquisition of the Charged Shares by the
Chargor and for the Chargor to execute this Deed (if required) have been obtained
and are in full force, validity and effect and, as of the date of this Deed, no further
governmental or other consents, licences, authorities or approvals are necessary in
connection with the execution, performance or enforceability of this Deed;
(f)the execution and delivery of, and the performance of the provisions of, this Deed by the
Chargor do not, and will not during the continuance of this Deed (i) contravene any
contractual restriction binding on the Chargor or any of its assets, or cause any limit
on any of the borrowing, guaranteeing, charging or other powers of the Chargor
(whether by agreement, instrument or otherwise) to exercise any of such powers, or
any other limit affecting it to be exceeded, or (ii) create or result in or (except as may
be provided herein) oblige the Chargor to create any Encumbrance on the whole or
_7-
any part of its assets;
(g) the obligations of the Chargor under this Deed are the direct, general and
unconditional obligations of the Chargor and rank at least pan passu in point of
priority and security with the other present and future indebtedness and obligations
of the Chargor (including contingent obligations) with the exception of indebtedness
and other obligations mandatorily preferred by law and not by contract;

(h) the information contained in all accounts, certificates, schedules or other documents
supplied to the Lender relating to the Obligors or any of them is true and accurate in
all respects, and the opinions and forecasts expressed therein (if any) are honestly
held and have been made on a reasonable basis, and there are no material facts
relating to any of the Obligors, which could or might affect the willingness of a
reasonable party to rely on a charge over the Charged Shares from the Chargor in
terms similar to the terms of the Share Charge, which have not been disclosed to the
Lender;

(i) all amounts payable by the Chargor under this Deed shall be made free and clear of
any restrictions and without deduction or withholding for or on account of any tax;

(i each of the Obligors is generally subject to civil and commercial law and to set-off,
)

suit, judgment and execution with respect to their respective obligations under the
Security Documents and none of them nor any of their respective assets has or is
entitled to any immunity or privilege, whether characterised as sovereign immunity
or otherwise from any set-off, suit, legal action, proceeding, judgment, execution,
attachment or other legal process;

(k) the Charged Shares have been validly issued and are fully paid up or credited as fully
paid up and are free from any Encumbrance save and except as provided in the
Security Documents;

(1 the Chargor is now and will during the continuance of the security constituted by this
)

Deed remain to be the sole beneficial and registered owner of the Charged Shares
and the Charged Shares will remain to be the entire issued capital and securities of
the Company;

(m) the Chargor has not granted any option, right or interest in relation to any of the
Charged Shares to any person and the Company has not issued or resolved or agreed
to issue, or grant any option or other right to acquire, additional shares in the
Company whether to the Chargor or to any other person;

(n) the Chargor has not taken or received any benefit of any security from any of the
Obligors, any of the Group Companies or any other person in respect of any of its
liabilities or any of the subject matters of the Share Charge;

(o) the Chargor is able to pay its debts as they fall due and that they will not be rendered
unable to do so as a result of entering into and performing this Deed;

(p) no meeting has been convened for the winding up or striking off or transfer of

_8-
 domicile or, in the case of individuals, no petition or other process or procedures for
adjudicating bankruptcy of any of the Obligors, any of the Group Companies, and no
such step is intended by any of them and no order, petition, application or the like is
outstanding for the winding up, striking off or transfer of domicile or bankruptcy or
insolvency of any of the Obligors, any of the Group Companies; and

(q) no litigation, arbitration or administrative proceedings are current or pending or threatened

against any of the Obligors, any of the Group Companies or their respective assets,
which would have a material adverse effect on the business or financial conditions of
any such Obligors.

8.2 The Chargor represents and warrants to and undertakes with the Lender that the
representations set out in Clause 8.1 will be true, accurate and fully observed as though made on
and after the date of this Deed and throughout the continuance of this Deed with reference to all
facts and circumstances then subsisting.

8.3 The Chargor acknowledges that the Lender has entered into this Deed in reliance on the
representations and warranties set out in this Clause 8.

9. COVENANTS AND UNDERTAKINGS

9.1 The Chargor covenants and undertakes with the Lender that so long as any sum remains
to be lent to or payable by the Obligors under the Security Documents or any part of the Secured
Indebtedness remains outstanding (notwithstanding payment of a dividend in any liquidation or
bankruptcy or under any compromise or arrangement), the Chargor will :-

(a)duly and promptly create such register(s) containing such information required by the Lender
and submit this Deed (duly notarized by the relevant Notary, if required) for registration at
all such registries, offices or agencies designated by the Lender within such period
prescribed by the Lender and furnish the Lender with evidence of such registration
satisfactory to the Lender;

(b)duly and promptly pay all calls which may from time to time be made in respect of any unpaid
moneys in respect of any of the Charged Shares, and any other moneys which the Lender
may lawfully be required to pay in respect of any of the Charged Shares, and in the event
of default, the Lender may if it thinks fit make such payments on behalf of the
Chargor. All moneys so expended by the Lender shall on demand be repaid by the
Chargor to the Lender together with interest thereon at such rate of interest charged by the
Lender for overdue sums under the Loan agreement (including any amendment and
supplemental thereof from time to time) and such expenditure and interest shall form part
of the Secured Indebtedness and be charged on the Charged Shares;

(c)as soon as the Chargor becomes aware, inform the Lender of :-

(i)the occurrence of any Event of Default or prospective Event of Default;

(ii)any current, pending or threatened litigation, arbitration or administrative

9-
 proceedings against the Chargor, any of the Obligors or any of the Group
Companies; and

(iii) the occurrence of any event which might adversely affect the ability of any
of the Obligors to fully perform their respective obligations under the
Security Documents;

(d)remain to be the sole registered and beneficial owner of the Charged Shares;

(e)procure the Company and its directors to authorise the Lender to inspect, search, obtain
and/or take possession of the books, records, minutes and registers (including
without limitation to the register of members, directors and mortgages and
charges) and/or such other corporate record of the Company either from its
records kept in Hong Kong or with its registered agent and inform and instruct the
responsible officer, its registered agent and its company secretary of such
authorization and to procure such officer, its registered agent and its company
secretary to disclose and deliver the same to the Lender (or its agent) from time to
time as and when required by the Lender; and
(f)consult the Lender on all material matters in relation to the financial position of the
Borrower and the Group Companies and act in accordance with the reasonable
instructions of the Lender on all such matters.

9.2 The Chargor covenants and undertakes with the Lender that so long as any sum remains
to be lent to or payable by the Obligors under the Security Documents or any part of the
Secured Indebtedness remains outstanding (notwithstanding payment of a dividend in any
liquidation or bankruptcy or under any compromise or arrangement), the Chargor will
not :-

(a)create or attempt to create any Encumbrance upon, over or permit any

Encumbrance to arise on, subsist or affect any of the Charged Shares, in whole or
in part, other than as created by this Deed;

(b)take or omit to take any action, the taking or omission of which would result in any
alteration, waiver, release or impairment of all or any rights given to the Lender
hereunder;

(c)take any action or fail to perform any duty or obligation, which action or failure does
or will result in the alteration or impairment of the interests of the Group
Companies or the Lender;
(d)sell, transfer, dispose of or agree to do so, or create or agree to create or permit to arise
or subsist any Encumbrance over, all or any of the Charged Shares or
otherwise in the capital of the Group Companies or any of their respective rights
against the Group Companies in respect thereof (other than as created by this Deed)
and shall procure the Group Companies not to approve or register any such
purported sale, transfer or disposal nor to sell, transfer, dispose of or agree to do
so, or create or agree to create or permit to arise or subsist any Encumbrance over,

_10-
 any of the Group Companies' rights or interests in its assets without the prior
written consent of the Lender;
(e) enter into any agreement in relation to the management or operation of the Group
Companies or otherwise affecting the Lender or any of the security from time to
time furnished to the Lender;

approve anything which may constitute an Event of Default or prospective Event

of Default or otherwise affect the security from time to time furnished to the Lender;
grant in favour of any person any interest in or any option or other rights in respect
of any of the Charged Shares or otherwise in the capital of the Group Companies
held by the Chargor and shall procure the Group Companies not to permit such
interest, option or right be created, granted or otherwise exist (other than as created
by the Share Charge) without the prior written consent of the Lender;

(h) approve any change to the present authorized or issued share capital or otherwise
the capital structure of the Group Companies or any alteration to the memorandum
or articles of association of the Group Companies which would in any way affect
the status of or rights attaching to any share in the present capital of the Group
Companies or the security constituted in any Security Documents or otherwise
affect any of the rights of the Lender;

(0 take or receive any benefit of any security from any of the Obligors or any of the
Group Companies in respect of any of their liabilities or any of the subject matters
of the Share Charge under this Deed and if any such security is taken or the Chargor
receives the benefit of the same in breach of this Clause, the Chargor hereby
declares and agrees that all such security and all moneys at any time received in
respect thereof shall be held on trust for the Lender as a continuing security for the
Secured Indebtedness and all obligations and liabilities of the Chargor to the
Lender under this Deed; and

(j) exercise any right of subrogation or any other rights of a surety (if any) or enforce
any security or any other right or claim against any of the Obligors or any of the
Group Companies (whether in respect of their respective liability under any of the
Security Documents or otherwise) or claim any set-off or counter-claim against
any of the Obligors or any of the Group Companies or claim any indemnity against
any of the Obligors or any of the Group Companies or claim or prove in the
insolvency or liquidation of any Obligors or any of the Group Companies in
competition with the Lender or have the benefit of or share in any payment or
composition from the same or in any other guarantee indemnity or security now or
hereafter held by the Lender for the Secured Indebtedness or any other moneys
obligations or liabilities of any of the Obligors or any of the Group Companies and
hereby waive all such rights. If any payment, composition, contribution or security
is received by the Chargor in breach of this Clause, the Chargor hereby declares
and agrees that all such payment, composition, contribution and security at any
time received shall be held on trust for the Lender as a continuing security for the
Secured Indebtedness and all obligations and liabilities of the Chargor to the
 Lender under this Deed.

9.3 The Chargor covenants and undertakes with the Lender that so long as any sum remains
to be lent to or payable by the Obligors under the Security Documents or any part of the
Secured Indebtedness remains outstanding (notwithstanding payment of a dividend in any
liquidation or bankruptcy or under any compromise or arrangement), the Chargor will
procure the Group Companies not to do any of the following unless with the prior written
consent of the Lender :-

(a)issue any shares, warrants, or other securities or grant any option or other right to acquire
additional shares in the Group Companies;

(b)sell, transfer, encumber or otherwise dispose of any of its assets, business or

undertaking;

(c)borrow any money, obtain any loan or overdraft facility or create or allow to subsist any
Encumbrance or incur any liability;

(d)lend or allow to be owed any money or liability (otherwise than by way of deposit with a
licensed bank or institution whose normal business includes the acceptance of
deposits) to or in favour of any person other than trade debtors in the ordinary
course of its business provided that the amount owed to the Group Companies at
any time from its trade debtors shall not exceed the nominal value of its issued
share capital;

(e)give any guarantee or indemnity or security of any nature and for any purpose
whatsoever;

(0 form or acquire any subsidiary of the Group Companies or acquire any shares or
investment in any other company or participate in any joint venture by the Group
Companies or amalgamate or merge of the Group Companies with any other
company or concern;

(g)make of any capital commitment save and except for the obligations, liabilities and
security incurred or provided by the Group Companies under the Security
Documents;

(h)appoint any new director or secretary in the Group Companies and the prior written consent
of the Lender may be given on any conditions including without limitation resignation
letters be signed by the new director or secretary to be appointed and delivered to the
Lender within such time that may be specified by the Lender in writing;

(i)appoint any new company secretary of the Group Companies to substitute the existing
one; and

(I) take or omit to take any action, the taking or omission of which would result in any
alteration, waiver, release or impairment of all or any rights given to the Lender

_ 12 -
 under any of the Security Documents.

9.5 The word "security" when used in this Clause shall have the same meaning as defined in
Clause 14.3.

10. ENFORCEMENT OF SECURITY

10.1 The security hereby constituted shall become enforceable upon the occurrence of an Event
of Default or prospective Event of Default. .

10.2 At any time after the security hereby constituted has become enforceable and without
further notice or authority, the Lender is entitled to, without prejudice to any other rights
and remedies available to the Lender in respect of the Secured Indebtedness or any other
security held in respect of the Secured Indebtedness in the name of any of the Obligors or
otherwise:-

(a)sell or dispose of or appropriate to its own use and benefit (which shall be treated as a
sale at fair market value less costs incurred in such sale) the Charged Shares or
any part thereof at such time or times and in such manner (whether by public
auction, private sale or otherwise) and for such consideration (whether payable or
deliverable immediately or by instalments) as the Lender may think fit;

(b)itself or by its nominee exercise at its discretion all voting rights in respect of the Charged
Shares or any of them and exercise at its discretion all other powers and rights
incidental thereto as if it were the outright owner thereof;

(c)institute, conduct, defend, submit to arbitration, settle, compromise or defer any

proceeding, claim, action or dispute in connection with the Charged Shares or any
part thereof or in connection with this Deed and execute releases or discharges in
connection therewith; and

(d)apply any money collected or received under or pursuant to this Deed in or towards
satisfaction of the Secured Indebtedness and other sums covenanted to be paid by
the Chargor hereunder in such manner as the Lender thinks fit provided that the
Chargor shall be entitled to the residue of such proceeds of sale (if any) which
remains after the discharge of the Secured Indebtedness as aforesaid.

10.3 The Lender is hereby authorized to give a good discharge for any monies received by it
pursuant to the exercise of power of sale described in Clause 10.2 and a purchaser shall
not be bound to enquire whether the power of sale has arisen as herein provided nor be
concerned with the manner of application of the proceeds of sale.

10.4 The Chargor shall not have any right to claim against the Lender in respect of any loss
arising out of any disposal pursuant to this Deed, however such loss may have been caused
(except in the case of fraud, gross negligence or willful default) and whether or not a better
price could or might have been obtained on the sale of any of the Charged Shares by either
deferring or advancing the date of such sale or otherwise howsoever.

_ 13 -
10.5 To the extent permitted under laws, all restrictions imposed by any ordinance or law in
force in Hong Kong, the British Virgin Islands or elsewhere on any power of sale or on the
consolidation of mortgages or other securities shall not apply to the security constituted by
this Deed.

10.6 No person dealing with the Lender or with its brokers or agents, shall be concerned to
enquire whether the security hereby constituted has become enforceable, or whether the
power exercised or purported to be exercised has become exercisable, or whether any
moneys remain due upon the security of this Deed or any part hereof, or as to the necessity
or expediency of the stipulations and conditions subject to which any sale of any of the
Charged Shares shall be made, or otherwise as to the propriety or regularity of any sale of
any of the Charged Shares to see to the application of any money paid to the Lender or its
brokers or agents, and in the absence of fraud on the part of such person such dealing shall
be deemed so far as regards the safety and protection of such person to be within the
powers hereby conferred and to be valid and effectual accordingly, and the remedy of the
Chargor in respect of any irregularity or impropriety whatsoever in the exercise of such
powers shall be in damages only.

10.7 At any time after the power of sale has arisen as described in Clause 10.2 any dividends,
interest or other payments which may be received or receivable or have been received by
the Lender or by any agent of the Lender in respect of the Charged Shares or any part
thereof may be applied by the Lender as though they were proceeds of sale hereunder.
11. FURTHER ASSURANCES

11.1 The Chargor further undertakes and agrees with the Lender that the Chargor shall:-

(a)(whether before or after the security constituted shall have become enforceable), at
their own expense on the request of the Lender from time to time execute, sign
and deliver to the Lender all transfer, powers of attorney, proxies and other
documents and do all acts and things, and procure the execution, signing and
delivery of all such documents and the doing of all such acts and things which the
Lender may require for perfecting the Lender's title to the Charged Shares or any
part thereof or for vesting or enabling them to vest the same in the Lender or in any
purchaser in relation to exercising the power of sale or otherwise for the purpose
of obtaining the full benefit of this Deed, to preserve, improve or enforce all or any
of its rights under this Deed or otherwise in respect of any of the Charged Shares;
and

(b)fully and effectually indemnify and at all times keep indemnifying the Lender against
any losses, damages, costs, charges, expenses, claims or demands (including
without limitation any stamp duty, registration fees and legal fees) which may
be sustained or incurred by or made against the Lender arising out of, or in
consequence of any failure or omission by it to perform or observe any of its
undertaking, agreements, obligations or liabilities under this Deed or otherwise in
or about the enforcement preservation or attempted preservation of the security
hereby constituted on a full indemnity basis with interest at such rate of interest
charged by the Lender for overdue sums under the Loan agreement (including any

_ 14 -
 amendment and supplement thereof from time to time) from the date such losses,
damages, costs etc. are incurred or paid (whichever is earlier) until full payment
thereof. All payments owing from the Chargor to the Lender under this Clause 11
(including any money that may be disbursed or incurred by the Lender in putting
Clause 11.2 into effect) shall form part of the Secured Indebtedness and be charged
under the Share Charge.
11.2 The Chargor hereby irrevocably and unconditionally appoints the Lender and the persons
deriving title under it severally to be its attorney in the name and on behalf and as the acts
and deeds of the Chargor to execute and complete in favour of the Lender or its nominees
or of any purchaser any transfers or other documents which the Lender may require for
perfecting its title to or for vesting the Charged Shares or any part thereof in the Lender or
its nominees or in any purchaser and to make any alteration or addition to the Charged
Shares and to re-deliver the same thereafter and otherwise generally to sign seal and deliver
and otherwise perfect any such transfers or other documents and any such legal or other
charges or assignments over documents and any such legal or other charges or assignments
over the Charged Shares or any part thereof required by the Lender and all such deeds
assurances agreements and documents and do all such acts and things as may be required
for the full exercise of all or any of the powers hereby conferred or which may be deemed
expedient on or in connection with any sale or other disposition or realisation or getting in
by the Lender or its nominees of the Charged Shares or any part thereof in connection with
any other exercise of any power hereunder, all at the sole costs of the Chargor and this
appointment shall operate as a general power of attorney made under Section 7 of the
Powers of Attorney Ordinance. Without prejudice to the foregoing, the Chargor hereby
covenants with the Lender that on request it will ratify and confirm all security agreements
documents acts and things and all transactions entered into by the Lender or by the Chargor
at the instance of the Lender in the exercise or purported exercise of its powers and the
Chargor irrevocably acknowledges and agrees that such power of attorney is, inter alia,
given to secure the performance of its obligations owed to the Lender hereunder.
12. CONTINUING SECURITY

12.1 The security hereby constituted shall be a continuing security and remain in operation until
the Secured Indebtedness has been repaid in full and all obligations of the Chargor and
other Obligors under the Security Documents have been fully performed and observed
notwithstanding the winding-up, liquidation or any incapacity, reorganization or change of
status of any of the Obligors or any settlement of account or any other matter whatsoever
or on account of any event, matter or reason which could and have discharged the Chargor
or any of them.
13. FURTHER ADVANCES

13.1 Notwithstanding anything herein contained, the Chargor hereby acknowledges and
consents that the Lender may (but not obliged to) make or grant such or further loans or
advances or facilities to the Borrower from time to time for any purpose and in such event
such or further loans or advances or facilities shall be deemed to be secured by this Deed.

14. SECURITY ADDITIONAL AND PROTECTION CLAUSES

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14.1 The security hereby constituted and the liability of the Chargor hereunder shall be in
addition to any other guarantee, collateral or security held by the Lender at any time from
any person in respect of the Secured Indebtedness or any part thereof and neither the
liabilities of the Chargor nor the validity or enforceability of this Deed shall be prejudiced,
affected, discharged or diminished by reason of :-

(a)the taking, holding, varying, dealing with, exchanging, non-enforcement,

realization, release or failure to renew or perfect or enforce by the Lender of any
other security for all or any part of the Secured Indebtedness or for all or any of the
other sums payable hereunder or secured hereby; or

(b)the Lender compounding with discharging, releasing or varying the liability of or

granting any time, indulgence or concession to any of the Obligors or any other
person; or

(c)anything done or omitted or neglected to be done or delay by the Lender in relation to

any other security or any other person; or

(d)any intermediate payment or satisfaction of the whole or any part of the Secured
Indebtedness; or

(e)any present or future bill note guarantee indemnity mortgage charge pledge lien or other
security or right or remedy held by or available to the Lender being or
becoming wholly or in part void voidable or unenforceable on any ground
whatsoever or by the Lender from time to time dealing with exchanging, varying,
realising, releasing or failing to perfect or enforce any of the same; or

(f)any variation modification renewal extension of the Loan agreement and/or any other
Security Documents or any other document referred to therein or otherwise executed
or given in connection with the Loan; or

(g)any variation, modification, renewal or extension of the availability period,

repayment term or any other terms of the Loan; or

(h)any invalidity or unenforceability of, or any variation (whether or not agreed by the
Company and/or the Obligors) to any of the provisions of this Deed or any
document referred to herein or ancillary hereto, or any invalidity or
unenforceability of any obligation or liability of the Borrower or any other Obligors
under any Security Documents; or

(i)any legal limitation, lack of authority or capacity, defect, invalidity or other form of
irregularity in the giving or execution of this Deed or any other action of the
Company or any of the Obligors; or

(j)any deficiency in the powers of the Company or any other Obligors to enter into or
perform any of their respective obligations under the any Security Documents or
any invalidity irregularity in the execution and/or exercise thereof or any lack of

_ 16 -
 authority by any person purporting to act on their respective behalf; or

(k) the insolvency or liquidation or bankruptcy or any incapacity, disability or

limitation or any change in the constitution or status of the Company and/or any
other Obligors and/or any of the Group Companies; or

(1) any waiver, exercise, omission to exercise, compromise, renewal or release of any
rights against the Company or any other Obligors and/or any of the Group
Companies or any other person or any compromise, arrangement or settlement with
any of the same; or

(m) the Lender renewing, determining, varying, accepting, negotiating or increasing

any bill promissory note draft or other negotiable instrument accommodation
facility or transaction in any manner whatsoever or concurring in accepting or
varying any compromise arrangement or settlement or omitting to claim or enforce
payment from the Borrower or any other Obligors or any other person;

and such acts of the Lender shall not operate as a waiver of the Lender's power or right
hereunder, nor shall this preclude any further exercise of power or right hereunder or
enforcement of the security hereby constituted if at any time (whether before or after
realization or enforcement of the other security held by the Lender) the Lender reasonably
considers that the proceeds receivable or received from realization or enforcement of such
other security are not or will not be sufficient to satisfy the Secured Indebtedness and all
other moneys and liabilities payable to the Lender under the Security Documents in full.

14.2 The security hereby constituted is in addition to and not in substitution for any other
security which the Lender may at any time take or hold for the payment of all or any part
of the Secured Indebtedness, or of all or part of such other sums payable, and may be
enforced without first having recourse to such other security.

14.3 As used in this Clause, the word "security" includes (without limitation) any guarantee,
indemnity, assurance, pledge, lien, bill, note, mortgage, charge, debenture, power of
attorney, or other similar instrument, document or security and any right, power or remedy
thereunder or in respect thereof.
15. DISCHARGE CONDITIONAL

15.1 Any settlement, discharge or release between the Chargor and the Lender or payment by
any person to the Lender in relation to the Security Documents shall be conditional upon
no security, disposition or payment to the Lender by the Chargor or any other person being
void set aside or reduced by virtue of any enactments or law relating to bankruptcy,
insolvency, administration or liquidation (or any analogous proceeding) for the time being
in force or for any reason whatsoever. If such condition shall not be fulfilled, the Lender
shall be entitled to enforce this Deed or any part hereof subsequently as if such settlement,
discharge or release had not occurred and any such payment had not been made.

15.2 The Lender shall be entitled to retain this Deed and any security held for the liability of
the Chargor hereunder after as well as before the discharge of payment or satisfaction of

_17-
 the Secured Indebtedness and all other moneys obligations and liabilities that are or may
become due owing or incurred to the Lender absolutely.

16. INVALIDITY, RELEASE AND INDULGENCE

16.1 No failure or delay by the Lender in exercising or enforcing any power or right under this
Deed shall operate as a waiver hereof, nor shall any single or partial exercise or
enforcement of any power or right preclude any further exercise or enforcement hereof or
the exercise or enforcement of any other power or right. The rights and remedies under
this Deed are cumulative and not exclusive of any rights and remedies provided by law.
17. SUSPENSE AND NEW ACCOUNT

17.1 Any money received by virtue or in connection with this Deed may be placed to the credit
of a suspense account for so long as the Lender may determine with a view of preserving
the rights of the Lender to prove for the whole of its claim against the Chargor or any other
person in the event of any proceedings in or analogous to liquidation, winding-up,
composition or arrangement or for any other purpose whatsoever.

17.2 If the Lender receives notice of any Encumbrance over the Charged Shares or any part
thereof, the Lender may open a new account with the Chargor or any other Financing Party
in respect of the Secured Indebtedness and if the Lender does not so open an account, it
shall nevertheless be treated to have done so at the time of receipt of the notice. All
payments by the Chargor or any other Financing Party in respect of the Secured
Indebtedness shall be credited to the new account and shall not reduce the amount due
from the Chargor to the Lender at the time the Lender receives such notice.

17.3 Without prejudice to the foregoing, the money received by the Lender in the exercise of
any powers conferred by this Deed may be applied in such order as the Lender may from
time to time in its absolute discretion conclusively determine.
18. SET OFF AND LIEN
-

18.1 In addition and without prejudice to any general or banker's lien, right of set-off or similar
right to which the Lender is entitled, the Chargor hereby agrees that the Lender may at any
time without notice (as well before as after demand) notwithstanding any settlement of
account or other matter whatsoever combine or consolidate all or any of their accounts
with the Lender including any account to which the Chargor is beneficially entitled
(whether or not jointly held with other person whether current or time deposit whether
matured or not whether general or special whether subject to notice or not and whether in
any currency) wheresoever situate and set-off or transfer any sum standing to the credit of
any one or more such accounts in or towards satisfaction of any moneys obligations or
liabilities of the Chargor to the Lender whether such liabilities be present future actual
contingent primary collateral several or joint. Where such combination set-off or transfer
requires the conversion of one currency into another such conversion shall be calculated
at the rate of exchange as determined by the Lender. However, the Lender shall not be
obliged to exercise any right given to it by this Clause.

_ 18 -
18.2 Until the Secured Indebtedness and all other moneys and liabilities owing to the Lender
under any Security Documents have been paid or satisfied in full, the Lender shall have a
lien on all property, assets, bill of exchange, bill of lading and other title documents of the
Chargor from time to time in the possession of and a charge over all other stocks shares
and marketable or other securities from time to time registered in the name of the Lender
or its nominees whether the same be held for safe custody or otherwise.
19. CURRENCY CLAUSE

19.1 The Chargor hereby agree and acknowledge that the Lender's determination of the
applicable rate of exchange in writing shall be final and conclusive and binding on them
in all respects and for all purposes whatsoever. The Chargor further undertake with the
Lender that they will not challenge the rate of exchange determined by the Lender on the
ground that such rate is less favourable to them or any of the Obligors than other rate(s)
quoted or available on the date of conversion or deemed conversion or any other reason
whatsoever.
20. PAYMENT PROVISIONS

20.1 All sums payable by the Chargor hereunder shall be paid to the Lender as the Lender may
from time to time direct in full free of any present or future taxes, levies, imposts, duties,
charges, fees, withholdings of whatever nature now or hereafter imposed by any taxing
authority (excluding any tax on overall profits) and without set-off or counterclaim or any
restriction condition or deduction whatsoever. If the Chargor shall be compelled by any
law or regulation to make any deduction in respect of any such taxes, levies, imposts,
duties, charges, fees, deductions or withholdings then the Chargor shall promptly pay the
Lender such additional amounts as may be necessary to ensure that the net amounts
received by the Lender shall equal the amount which would have been payable to the
Lender had there been no such deduction or withholding as aforesaid. Any additional
amount paid under this Clause shall not be treated as interest but as agreed compensation
in respect of such deduction, set-off, counterclaim or withholding, etc.
20.2 All payments hereunder shall be in the currency in which the moneys obligations or
liabilities of the Chargor were due owing or incurred provided that the Lender may from
time to time (whether or not any demand having been made) convert any money received
or held by the Lender under this Deed into such other currency as the Lender considers
necessary or desirable to cover the obligations of and liabilities of the Chargor in that
currency at the rate of exchange as determined by the Lender for purchasing the currency
to be acquired with the currency so received or held by the Lender.
20.3 No payment to the Lender (whether under any judgment or court order or otherwise) shall
discharge the obligation or liability in respect of which it was made unless and until the
Lender shall have received payment in full in the currency in which such obligation or
liability was incurred and to the extent the amount of any such payment shall on actual
conversion into such currency fall short of such obligation or liability expressed in that
currency the Lender shall have a further separate cause of action against the Chargor to
recover the amount of the shortfall.

_19-
20.4 If and to the extent the Chargor fails to pay the amount due on demand the Lender may
in its absolute discretion without notice to the Chargor purchase at any time thereafter so
much of a currency as the Lender considers necessary or desirable to cover its obligations
and liabilities at the rate of exchange as determined by the Lender.

20.5 If any amount received by the Lender is less than the full amount due, the Lender shall
have the right to allocate the amount received towards principal, interest and/or other sums
owing hereunder as it considers appropriate.

20.6 The Chargor hereby agree to indemnify the Lender against the full price (including without
limitation all costs, charges and expenses paid or incurred by the Lender in relation to the
purchase of currency mentioned in Clause 20) and further indemnify the Lender against
all exchange loss and all other costs, charges and expenses paid or incurred by the Lender
in putting into effect and enforcing Clause 20.

21. DOCUMENTS TO BE DELIVERED

21.1 The documents required by or to be delivered to the Lender from time to time shall be in
such form and substance that is satisfactory to the Lender. Unless and until the Lender is
fully satisfied with the form and substance of such documents, such documents shall not
be regarded as having been delivered or provided to the Lender.

22. DETERMINATION AND CERTIFICATION

22.1 Where any provision of this Deed provides that the Lender may certify or determine
any thing or matter, a certificate by the Lender in writing as to such thing or matter shall be
sufficient proof of such certification or determination.

22.2 Without prejudice to the foregoing, a certificate in writing signed by an authorised

officer or bearing the stamp or chop of the Lender as to:-

(a)the date, time, amount, purpose or application of any payment under this Deed; or

(b)the amount at any particular time due and payable by the Chargor or any of them or
any other Obligors to the Lender under this Deed; or

(c)whether an Event of Default or prospective Event of Default has occurred or arisen,

shall for all intents and purposes including any legal proceedings be conclusive and
binding on the Chargor and the Obligors in the absence of manifest error.

22.3 In this Deed, any determination or certification as to whether any event, situation,
circumstance or matter is "material", "adverse", "proper", "sufficient", "desirable",
"efficient", "substantial", "satisfactory", "necessary", or "reasonable" shall be made by the
Lender acting reasonably having regard to all the circumstances and in good faith and the
Lender's determination or certification shall be conclusive and binding on the Chargor.
23. SUCCESSORS AND ASSIGNS

_20-
23.1 This Deed shall be binding upon and enure to the benefit of the parties hereto and their
respective successors and permitted assigns (as the case may be), except that the Chargor
shall not assign or transfer any of its rights, benefits, duties or obligations hereunder.

23.2 If the Lender shall assign or transfer the whole or any part of its rights under the Loan
agreement (including any amendment and supplement thereto), the Lender may also assign
or transfer the whole or the appropriate portion of its rights hereunder, in which event
references herein to the Lender shall thenceforth be deemed to include a reference to each
assignee to the extent of its interest.

23.3 Any representation, warranty, undertaking and arrangement on the part of the Chargor
shall survive the making of any assignment or transfer by the Lender of its rights hereunder
or under any other security documents held by the Lender in respect of the Secured
Indebtedness and/or in respect of the obligations and liabilities of the Obligors under the
Security Documents.

23.4 Any change in the constitution of the Lender or its absorption in or amalgamation with
any other person or the acquisition of all or part of its undertaking by any other person
shall not in any way prejudice or affect any of its rights hereunder.

24.AMENDMENTS AND WAIVERS

24.1 This Deed may only be varied or modified by supplemental agreement or other document
executed by all the parties hereto.

24.2 No provision hereof may be amended, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom enforcement of the
amendment, waiver, discharge or termination is sought.

25.N O T I C E

25.1 Any notice or other communication given or made under this Deed shall be delivered
personally or sent by pre-paid post or facsimile at the address or fax number of the relevant
party set out below (or such other address or fax number as the addressee has by three (3)
Business Days prior written notice specified to the other parties hereto):-

To the Chargor

Address : [•]
Attn. : [•]

To the Lender

Address : [•]
Attn. :

25.2 Any notice, request, or other communication so addressed to the relevant party pursuant

_ 21 -
 to this Deed shall, (a) if delivered personally, be deemed to have been given at the time of
such delivery, (b) if given or made by letter, be deemed to have been given five (5) days
after posting and in proving the giving of such notice, request, or other communication it
shall be sufficient to prove that the notice, request or other communication was properly
addressed, stamped and posted and (c) if given or made by facsimile, be deemed to have
been given at the time of despatch, provided however that any notice, demand or other
communication to be given by the Chargor or any one of them to the Lender shall only be
effective upon actual receipt thereof by the Lender within its usual business hours.

25.3 If necessary, each notice, demand or other communication given or made by any party to
another in relation to this Deed, and any other documents or instruments required to be
delivered by one party to another hereunder, shall be either in the English language or in
the Chinese language.
26.SEVERABILITY

26.1 Any provision of this Deed prohibited by or become unlawful or unenforceable under any
applicable law actually applied by any court of competent jurisdiction shall, to the extent
required by such law, be severed from this Deed and rendered ineffective so far as is
possible without modifying the remaining provisions of this Deed. Where however the
provisions of any such applicable law may be waived, they are hereby waived by the
parties hereto to the full extent permitted by such law to the end that this Deed shall be a
valid and binding agreement enforceable in accordance with its terms.
27.LAW AND JURISDICTION

27.1 This Deed shall be governed by and construed in all respects in accordance with the
laws of Hong Kong, and the parties hereto hereby irrevocably submit to the non-
exclusive jurisdiction of the Hong Kong Courts.

27.2 The submission of the Chargor to the jurisdiction of the Hong Kong Courts shall not
restrict the right of the Lender to take proceedings against the Chargor in any other court(s)
having, claiming or accepting jurisdiction over the Chargor or any of their respective assets,
nor shall the taking of proceedings in any one or more jurisdiction(s) preclude the taking
of proceedings in any other jurisdiction(s) whether concurrently or not.
28.I M M U N I T Y

28.1 The Chargor agree that in any legal action or proceedings against them or their respective
assets in connection with this Deed, no immunity from such legal action or proceedings
shall be claimed by or on behalf of the Chargor or with respect to their respective assets,
and the Chargor irrevocably waive any such right of immunity which they or their
respective assets now have or may hereafter acquire or which may be attributed to them or
their respective assets and consents generally in respect of any such legal action or
proceedings to the giving of any relief or the issue of any process in connection with such
action or proceedings including, without limitation, the making, enforcement or execution
against any property whatsoever, of any order or judgment which may be made or given
in such action or proceedings.

_ 22 -
30.MISCELLANEOUS

30.1 The obligation of the Chargor and the charge constituted hereunder shall not be released or
otherwise affected by the death, substitution or change in the constitution, shareholding or
shareholding structure of any Obligors (including itself).

31.COUNTERPARTS

31.1 This Deed may be executed in any number of counterparts and by the parties to it on separate
counterparts, each of which shall be an original but all of which together shall constitute one and
the same instrument.

32.PROCESS AGENT

The Chargor hereby appoints [•] (the "Process Agent") to be its agent to accept on its behalf
service of process issued by the other Party in relation to this Deed. In the event of any action
being commenced in relation to this Deed, the Chargor agrees that the process by which such
action is commenced shall be sufficiently served on the other Party, and shall be deemed to
have been so served, if addressed to the Process Agent of the Chargor and left at or sent by post
to the following address of the Process Agent of the Chargor.

Notice of any change of Process Agent and/or its address for service in Hong Kong may be given
by the Chargor in writing to the other Party, in which case the new details of the new Process Agent
and/or address will only apply with effect from the fifteenth (15th) day after receipt of such notice
by the other Party.

[End of Text]

_ 23 -
 Recital (B)
SCHEDULE

The Company

Name of Company: [•]

Company Number:

Former Name:

Date of Incorporation:

Place of Incorporation:

Registered Office:

Total Number of Issued Shares:

Shareholders: [•]

Directors: [•]

Registered Agent: [•]

Administrator:

_ 24 -
 APPENDIX A
INSTRUMENT OF TRANSFER

INSTRUMENT OF TRANSFER

[•]

_____I/We, [•] of [•] (hereinafter called "the said Transferor") in consideration of

_________________________do hereby transfer
___________________________________(full name) to
of

_______________________________________________(address) (hereinafter called "the said

Transferee") the J•1_ Shares standing in my name in the Register of

[•]
to hold unto the said Transferee, its Executors, Administrators or Assigns, subject to the several
conditions upon which I/we hold the same at the time of execution hereof. And I/we, the said
Transferee do hereby agree to take the said Shares subject to the same conditions.

Witness our hands the___________day of____________________________

Witness to the signature of the Transferor ) For and on behalf of

) [•]
Signature : )
Name : )
Address : )
) [DRAFT ONLY, NOT FOR EXECUTION
)
)

(Transferor)

Witness to the signature of the Transferee )

Signature :

Name .

Address :
[DRAFT ONLY, NOT FOR EXECUTION]

(Transferee)

_25 -
 APPENDIX B
LETTER OF AUTHORITY

To: [•]
Date: [•]

Dear Sirs,

Re: [•]

We, the undersigned, refer to the Deed of Charge over the shares in [•] (the "Company")
dated [•] (as the same may from time to time be supplemented and/or amended, the "Share Charge")
executed by us in favour of you (the "Chargee").

Pursuant to the Share Charge, an undated instrument of transfer (the "Instrument of

Transfer") duly executed by us in blank in respect of the [•] shares of the Company held by me
has been deposited with the Chargee.

For good and valuable consideration provided by the Chargee (the sufficiency of which is
hereby acknowledged) and as security under the Share Charge, We hereby irrevocably authorize
you at any time hereafter without our consent, to complete the Instrument of Transfer in such
manner as you may think fit, including to insert the date(s) (which can be any date(s) after the date
hereof) and the names of the transferee(s) of the shares.

We confirm and declare that the Instrument of Transfer as completed by you shall in all
respects be valid and effective on the date and to the effect as stated therein, and be binding on us
and our successors in title.

For and on behalf of

[•]

[DRAFT ONLY, NOT FOR EXECUTION]

Name:
Director

_ 26 -
 APPENDIX C
RESOLUTIONS OF THE DIRECTORS OF THE BORROWER

[•]
(a company incorporated in British Virgin Islands with limited liability)

*** WRITTEN RESOLUTIONS OF DIRECTORS ***

We, the undersigned, being all of the directors of [•] (the "Company") hereby pass the following
resolutions of the Company pursuant to the Articles of Association of the Company:-

TRANSFER OF SHARES

IT IS NOTED that the following transfer of shares of the Company was proposed (the
"Transfer"):

Transferor Transferee No. of shares

[•]

IT IS RESOLVED that:-

1. the above transfer of shares in the Company under the terms be approved and registered
subject to the proper transfer forms being presented for registration in accordance with the
provisions of the Articles of Association of the Company;

2. the relevant old share certificates be surrendered and cancelled and new share certificate be
issued to the above transferee and that the any one of the Directors be authorised to sign and
affix the Common Seal of the Company on the new share certificate(s) to be issued and that
details be entered in the Register of Members; and

3. any one of the Directors of the Company be and is hereby authorized to sign for and on behalf
of the Company all such documents and to do all such acts and things, as the Director
considered, in his opinion, to be necessary, desirable or expedient for the purposes of giving
effect to the Transfer.

Date: day of

[DRAFT ONLY, NOT FOR EXECUTION] [DRAFT ONLY, NOT FOR EXECUTION]

[•] [•]
[•] [•]

_27 -
 APPENDIX D
LETTER OF RESIGNATION

To: The Board of Directors

[•]
(the "Company")

Dear Sirs,

Re: Resignation of Director

I, [•], hereby give you notice that I shall resign from the office of Director of the Company with
effect from .

I confirm that I have no claim against the Company in respect of fees, remuneration or
compensation for loss of office(s).

Dated:___________day of_____________________________

(DRAFT ONLY NOT FOR EXECUTION]

[•]

_ 28 -
 APPENDIX E
RESOLUTIONS OF THE DIRECTORS OF THE BORROWER

[•]
(a company incorporated in British Virgin Islands with limited liability)

*** WRITTEN RESOLUTIONS OF DIRECTORS ***

We, the undersigned, being all of the directors of [•] (the "Company") hereby pass the following
resolutions of the Company pursuant to the Articles of Association of the Company:-
RESIGNATION OF DIRECTORS

IT IS NOTED that the following resignation letters of directorship have been submitted to the
Company by the respective Directors (the "Resigning Directors"):

Resigning Director(s) Effective Date

[•]

IT IS RESOLVED that the said letters of resignation of directors be received and that the
resignation of the Resigning Directors as Directors of the Company be approved and accepted
with effect from .
APPOINTMENT OF DIRECTOR(S)

IT IS NOTED that it is proposed that the following persons (the "Appointed Director(s)") be
appointed as directors of the Company:

Appointed Director(s) Effective Date

IT IS RESOLVED that the Appointed Director(s) be appointed as Director(s) of the Company

with effect from the abovementioned effective date(s).

Date: day of

[DRAFT ONLY, NOT FOR EXECUTION] [DRAFT ONLY, NOT FOR EXECUTION]
[•]

[•]

_ 29 -
 APPENDIX F
LETTER OF AUTHORITY

To: [•]]

Date: [•]

Dear Sirs,
Re: [•]

We, the undersigned, being all the directors of [•] (the "Company") refer to the Deed of
Charge over the [•] % issued shares in the Company dated [0] (as the same may from time to time
be supplemented and/or amended, the "Share Charge") executed by [•] in favour of you (the
"Chargee").

Pursuant to the Share Charge, the following documents has been deposited with the Chargee:-

(1)undated letters of resignation of the director(s) of the Company resigning from their
respective offices as directors of the Company (the "Letters of Resignation");

(2)undated written resolutions of all the directors of the Company approving the
resignation of director(s) and the appointment of such director(s) of the Company
as nominated by the Chargee (the "Resignation and Appointment Resolutions");
and

(3)undated written resolutions of all the directors of the Company approving the transfer
of the Charged Shares (as defined in the Share Charge) (the "Transfer
Resolutions").

For good and valuable consideration provided by the Chargee (the sufficiency of which is
hereby acknowledged) and as security under the Share Charge, we hereby irrevocably authorize
you:-

(1)at any time hereafter without our consent to insert a date (which can be any date after
the date hereof) on the Letters of Resignation (or any of them) upon which our
resignation as directors shall take immediate effect and to amend our respective
addresses set out in such resignation according to our new respective addresses
registered in the register of directors of the Company;

(2)at any time hereafter without the consent of all or any of us, to nominate such
person(s) as you may in your absolute discretion determine as additional directors
of the Company and/or to replace all or any of us as directors of the Company and
to complete the Resignation and Appointment Resolutions in such manner as you
may think fit, including to insert the date(s) (which can be any date(s) after the date
hereof) and the names of additional and/or new directors; and

_ 30 -
 (3 ) at any time hereafter without our consent, to complete the Transfer Resolutions in
such manner as you may think fit, including to insert the date(s) (which can be any
date(s) after the date hereof), the names of the transferees of the shares and the
number of shares to be transferred.

We confirm and declare that the Resignation and Appointment Resolutions and the Transfer
Resolutions as completed by you shall in all respects be valid and effective as board resolutions
of the Company on the date and to the effect as stated therein, and be binding on us, our successors
in title and on the Company.

[DRAFT ONLY, NOT FOR EXECUTION]

Name: [•]
Title: [•]

[DRAFT ONLY, NOT FOR EXECUTION]

Name: [•]
Title: [•]

_31-
 APPENDIX G
LETTER OF INSTRUCTIONS AND AUTHORITY

To: Board of Directors

[•]
(the "Company")

To:[administrator]
[address]

Date:

Dear Sirs,

Re: [•]
We, the undersigned, refer to the Deed of Charge over the shares in the Company dated [.] (as
the same may from time to time be supplemented and/or amended, the "Share Charge") executed
by us in favour of [•] (the "Chargee").

We hereby irrevocably and unconditionally instruct and authorize you to deliver to the
Chargee directly all certificates and other documents of title and pay to the Chargee directly and
pursuant to their instructions from time to time, all moneys dividends and interest and other
payments due to me, including:

(a) all moneys and dividends and interest paid or payable after the date hereof in respect of
any of the Charged Shares (as defined in the Share Charge);

(b) all warrants, stocks, securities, shares (and the dividends and interest (if any) in respect
thereof), rights, monies or other properties accruing or offered at any time by way of
redemption, substitution, bonus, preference, option, dividend, interest, consolidation, sub-
division or otherwise attaching to or in respect of any of the Charged Shares;

(c) all allotments, accretions, offers, rights, benefits and advantages whatsoever at any time
after the date hereof accruing, made, offered, arising or deriving from or in respect of any
of the above and all further shares in the capital of the Company issued subsequent hereto
and in respect of which we obtain title; and

(d) all shares, warrants and securities issued or acquired by us in breach of Clauses 9.3(a) of
the Share Charge, if any.

We further instruct you to enter the following notation on the relevant page(s) of the
Register of Members of the Company in relation to the [•] shares held by me:
"the [•] shares of US[•] par value of [•] registered in the name of [•] are charged
in favour of [•] by way of a first fixed charge pursuant to a deed of charge dated

_ 32 -
 [•] made by [•] in favour of [•].”

For and on behalf of

[•]

Name:
Title:

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

We, the undersigned, hereby acknowledge receipt of the above instructions and confirm our
agreement to act as requested.

The Administrator
For and on behalf of
[administrator]

[DRAFT ONLY, NOT FOR EXECUTION]

Represented by
Date:

The Company
For and on behalf of
[•]

[DRAFT ONLY, NOT FOR EXECUTION]

Represented by
Date:

_ 33 -
 APPENDIX H
PROXY AND POWER OF ATTORNEY

IRREVOCABLE APPOINTMENT OF PROXY

We, [•], hereby irrevocably appoint [•] as our proxy to vote at meetings of the Shareholders of [•]
(the "Company") in respect of any existing or further shares in the Company which may have
been or may from time to time be issued and/or registered in our name. This proxy is irrevocable
by reason of being coupled with the interest of [•] as chargee under the Deed of Charge dated [•]
executed by us in favour of [•] .

IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of [•]

SEALED with the Common Seal of )

[•] )
and SIGNED by )
) [DRAFT ONLY, NOT FOR EXECUTION]

in the presence of :- )

_ 34 -
 APPENDIX H
PROXY AND POWER OF ATTORNEY

IRREVOCABLE APPOINTMENT OF POWER OF ATTORNEY

We, [•], hereby irrevocably appoint [•] as our duly authorised representative and duly appointed
attorney-in-fact to sign resolutions in writing of [•] (the "Company") in respect of any existing or
further shares in the Company which may have been or may from time to time be issued and/or
registered in our name. This power of attorney is irrevocable by reason of being coupled with the
interest of [•] as chargee under the Deed of Charge dated [•] made by me in favour of [•].

IN WITNESS whereof this instrument has been duly executed as a deed this [•] day of [•].

SEALED with the Common Seal of )

[•] )
and SIGNED by ) [DRAFT ONLY, NOT FOR EXECUTION]
)
in the presence of :- )

_ 35 -
Execution Page of Deed of Charge over the Shares

IN WITNESS whereof the parties have duly executed this Deed on the day and year first above
written.

CHARGOR

SEALED with the Common Seal of )

[•] )
and SIGNED by )
)
in the presence of :- )
 Execution Page of Deed of Charge over the
Shares

LENDER

SEALED with the Common Seal of )

[•] )
and SIGNED by )
)
in the presence of :- )