Dated this the 31st day of MAY 2016 PROSTEN TECHNOLOGY HOLDINGS LIMITED DRAGON FORTUNE GROUP HOLDINS LIMITED SUBSCRIPTION AGREEMENT

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1 Dated this the 31st day of MAY 2016 PROSTEN TECHNOLOGY HOLDINGS LIMITED AND DRAGON FORTUNE GROUP HOLDINS LIMITED SUBSCRIPTION AGREEMENT in respect of HK$35,000,000 convertible note(s) of PROSTEN TECHNOLOGY HOLDINGS LIMITED

2 CONTENTS Clause Heading 1. DEFINITION AND DEFINITIONS ISSUE AND SUBSCRIPTION OF THE NOTE CONDITIONS PRECEDENT COMPLETION REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS ANNOUNCEMENT NOTICES GENERAL PROVISIONS RELATING TO THIS AGREEMENT GOVERNING LAW AND JURISDICTION... 9 SCHEDULE 1 FORM OF CERTIFICATE SCHEDULE 2 COMPLETION REQUIREMENTS SCHEDULE 3 ISSUER WARRANTIES SCHEDULE 4 SUBSCRIBER WARRANTIES EXECUTION

3 THIS AGREEMENT is made on the 31st day of May 2016 BETWEEN: (1) PROSTEN TECHNOLOGY HOLDINGS LIMITED, a company incorporated in the Cayman Islands with limited liability whose registered office is at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KYl-1111, Cayman Islands and whose principal place of business in Hong Kong is at Unit 905, Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (the "Issuer", or "Company"); and (2) DRAGON FORTUNE GROUP HOLDINS LIMITED, a company incorporated in the British Virgin Islands with limited liability whose registered office is at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands and whose principal place of business in Hong Kong is at Room 1802, 18/F., Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (the "Subscriber"). WHEREAS: (A) (B) (C) The Issuer was incorporated as a limited liability company under the laws of the Cayman Islands. As at the date of this Agreement, the Company has an authorised share capital of HK$250,000,000 divided into 2,500,000,000 Shares, of which 1,095,360,500 Shares have been issued and are fully paid or credited as fully paid. The issued Shares are listed and traded on GEM (as defined below). The Issuer has agreed with the Subscriber to issue and the Subscriber has agreed to subscribe for, or procure the subscription of, the Note (as defined below) upon and subject to the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITION AND DEFINITIONS 1. 1 In this Agreement (including the Recitals and the Schedules), the words and expressions set out below shall have the meanings attributed to them below unless the context otherwise requires: "Affiliate" "Agreement" "Business Day" "Certificate" "Code" in respect of a company, means any subsidiary or holding company of such company or any subsidiary of any of the holding companies of such company; this Subscription Agreement, as varied, amended, modified or supplemented from time to time; a day, other than a Saturday, Sunday and public holiday, on which licensed banks are open for general banking business in Hong Kong throughout their normal business hours; the certificate, substantially in the form set out in Schedule 1, to be issued in respect of the Note, together with the Conditions; the Hong Kong Code on Takeovers and Mergers; 3

4 "Completion" "Completion Date" "Conditions" "Conditions Precedent" "Conversion Shares" "Directors" "EGM" "Encumbrance" "Equity Share Capital" "GEM" "GEM Listing Rules" "Group" "HK$" "Hong Kong" "Issuer Warranties" "Note" completion of the transactions contemplated herein pursuant to Clause 4 and Schedule 2; on or before the seventh Business Day after all the Conditions Precedent are fulfilled or waived in accordance with Clause 3 ( or such other date as may be agreed between the Issuer and the Subscriber); the terms and conditions of the Note to be attached to the Certificate substantially in the form set out in Schedule l (with such amendments thereto as the parties may agree), and a "Condition" refers to the relative numbered paragraph of the Conditions; the conditions precedent set out in Clause 3.1; shall have the same meaning as ascribed to such term in the Conditions; the directors of the Issuer; the extraordinary general meeting of the Issuer to be convened for the purpose of considering and approving, among other things, this Agreement and the transaction contemplated hereunder (including but not limited to the issue of the Convertible Notes and the allotment and issue of the Conversion Shares) by the Shareholders; shall have the same meaning as ascribed to such term in the Conditions; shall have the same meaning as ascribed to such term in the Conditions; the Growth Enterprise Market operated by the Stock Exchange; the Rules Governing the Listing of Securities on GEM; the Issuer and its subsidiaries from time to time and "member of the Group" and "Group Companies" shall be construed accordingly and "member of the Group" or "Group Company" shall mean any of them; Hong Kong dollar, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the People's Republic of China; the representations, warranties and undertakings contained in Clause 5.1 and Schedule 3; the convertible note(s) in the aggregate principal amount of HK$35,000,000 to be issued by the Issuer on the Completion Date pursuant to this Agreement with the 4

5 benefit of and subject to the Conditions or, as the context may require, any part of the principal amount thereof; "Noteholder(s)" "PRC" "SFC" "Share(s)" "Shareholder(s)" "Stock Exchange" the person(s)/entity(ies) who is/are for the time being the holder(s) of the Note; the People's Republic of China; the Securities and Futures Commission of Hong Kong ordinary shares of HK$0. l O each in the issued share capital of the Issuer existing on the date of this Agreement and all other (if any) stock or shares from time to time and for the time being ranking pari passu therewith and all other (if any) stock or shares in the Equity Share Capital resulting from any sub-division, consolidation or re-classification thereof; holder(s) of the Share(s); The Stock Exchange of Hong Kong Limited; "Subscriber Warranties" the representations, warranties and undertakings contained in Clause 5.2 and Schedule 4; "Tax" "trading day" "Warranties" all forms of taxation, estate duties, deductions, withholdings, duties, imposts, levies, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or other body in Hong Kong or elsewhere and any interest, additional taxation, penalty, surcharge or fine in connection therewith; a day on which trading of the Shares is conducted on the Stock Exchange in accordance with the rules and regulations of the Stock Exchange promulgated from time to time; the Issuer Warranties and the Subscriber Warranties. 1.2 The Schedules form an integral part of this Agreement and shall be construed and have the same full force and effect as if expressly set out in the main body of this Agreement. 1.3 Except as otherwise expressly provided, expressions defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32, Laws of Hong Kong and the Companies Ordinance (Chapter 622, Laws of Hong Kong) have the same meaning in this Agreement. 1.4 A reference to a statute or statutory provision includes a reference: (a) (b) to that statute or provision as from time to time modified or re-enacted; and to any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision. 5

6 1.5 Unless the context otherwise requires: (a) (b) (c) words in the singular include the plural, and vice versa; words importing any gender include all genders; and a reference to a person includes a reference to a body corporate and to an unincorporated body of persons. 1.6 A reference to a Clause, Recital or Schedule is to a clause, recital or schedule (as the case may be) of or to this Agreement The headings are for convenience only and do not affect interpretation. 2. ISSUE AND SUBSCRIPTION OF THE NOTE 2.1 Subject to Clause 3, the Subscriber shall subscribe for, or procure the subscription of, and the Issuer shall ( against payment in full of the aggregate principal amount of the Note) issue to the Subscriber and/or its nominee(s), the Note on Completion. 2.2 The Note shall be issued at its full face value to the Subscriber and/or its nominee(s) and on the terms and subject to the Conditions in a denomination in the aggregate principal amount of HK$35,000,000 or in such other denomination as may be agreed by the Subscriber and the Issuer. 3. CONDITIONS PRECEDENT 3.1 It shall be the conditions precedent for Completion that prior thereto: (a) the granting of the approval by the Stock Exchange the listing of, and the permission to deal in, the Conversion Shares and such approval not having been revoked; (b the grant of approval by the Shareholders on this Agreement and the transactions contemplated hereunder (including but not limited to the issue of the Conversion Shares) at the EGM; ( c) the Subscriber shall have satisfied with the results of its due diligence investigations, in its sole discretion acting reasonably, on the Company and its subsidiaries; and ( d) the Issuer Warranties remaining true and accurate in all material respects and not misleading in any material respect as of the Completion Date by reference to the facts and circumstances subsisting as at the Completion Date. 3.2 The Issuer undertakes to the Subscriber to use its best endeavours to procure that the Conditions Precedent above are fulfilled by not later than 31 July 2016 ( or such other date as the Issuer and the Subscriber may agree in writing), except that the Conditions Precedent specified in Clause 3. l{d) shall be fulfilled simultaneously upon Completion. 3.2 The Issuer shall, as soon as practicable after the fulfilment of the Conditions Precedent, notify the Subscriber of such fulfilment, except that the Conditions Precedent specified in Clause 3. l(d) shall be fulfilled simultaneously upon Completion. 6

7 3.3 The Subscriber may at any time waive the Conditions Precedent specified in Clause 3.l(d). 3.4 If the Conditions Precedent have not been fulfilled (or waived by the Subscriber in whole or in part) on or before 31 July 2016 ( or such other date as may be agreed between the Issuer and the Subscriber in writing), except that the Conditions Precedent specified in Clause 3.l(d) shall be fulfilled simultaneously upon Completion, this Agreement will lapse and become null and void and the parties will be released from all obligations hereunder, save for liabilities for any antecedent breaches hereof. 4. COMPLETION Subject to fulfilment or waiver of the Conditions Precedent in accordance with Clause J, Completion shall take place at such place and such time as the Issuer and the Subscriber may agree in writing on the Completion Date and each party shall perform its respective obligations set out in Schedule REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 5.1 The Issuer hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion. 5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion. 5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement. 5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement. 5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to perform any of its obligations hereunder and shall not have any claim against each other, except in respect of claims arising out of any antecedent breach of this Agreement. The rights conferred upon the respective parties by the provisions of this Clause 5 do not prejudice any other rights the respective 7

8 parties may have under law. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights. 5.7 The Issuer agrees to indemnify and hold harmless the Subscriber from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Issuer Warranties and obligations under this Agreement. 5.8 The Subscriber agrees to indemnify and hold harmless the Issuer from and against any and all loss, liability, claim, damages and expense whatsoever, as reasonably incurred, arising out of any breach of any of the Subscriber Warranties and obligations under this Agreement. 6. ANNOUNCEMENT 6.1 Subject as provided in Clause 6.3, none of the parties shall, without the prior written consent of the other party, disclose the terms of, or any matters referred to in, this Agreement except to its professional advisers and senior management whose province is to know such terms or matters and to those persons to whom it may be necessary to disclose such terms or matters for the purpose of or in connection with this Agreement and subject as required by law or by the SFC and/or the Stock Exchange or by virtue of the Code or of any other regulatory requirements. 6.2 Subject as provided in Clause 6.3 none of the parties shall make any public announcement in relation to the transactions the terms of which are set out in this Agreement or the transactions or arrangements hereby contemplated or herein referred to or any matter ancillary hereto or thereto without the respective prior written consents of the other party (which consents shall not be unreasonably withheld or delayed). 6.3 Clause 6.1 and Clause 6.2 shall not apply to any announcement required to be made pursuant to the Code or the GEM Listing Rules. Each party agrees to inform the other parties about the contents of its announcements unless it is not reasonably practicable to do so. 7. NOTICES 7.1 Any notice or other communication to be given under this Agreement shall be in writing and may be given or made by facsimile or by first class pre-paid post. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so given by facsimile, such notice or communication shall be deemed received on the date of despatch; if so sent by post to an address in Hong Kong, shall be deemed to be received two (2) Business Days after the date of despatch; and, if so sent by air-mail to an address outside Hong Kong, shall be deemed received seven (7) Business Days after the date of despatch. 7.2 The relevant address and facsimile number of each party for the purpose of this Agreement are as follows: Name of party Address Facsimile Number Attention The Issuer Unit 905, Star House 3 Salisbury Road Tsim Sha Tsui Board of Directors 8

9 Kowloon, Hong Kong The Subscriber Room 1802, 18/F., Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong Board of Directors 8. GENERAL PROVISIONS RELATING TO THIS AGREEMENT 8.1 As regards any date or period time shall be of the essence of this Agreement. 8.2 Each party undertakes to the other to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all parties the full benefit of this Agreement. 8.3 This Agreement shall be binding on and enure for the benefit of the successors of each of the parties and shall not be assignable. 8.4 The exercise of or failure to exercise any right or remedy in respect of any breach of this Agreement shall not, save as provided herein, constitute a waiver by such party of any other right or remedy it may have in respect of that breach. 8.5 Any right or remedy conferred by this Agreement on any party for breach of this Agreement (including without limitation the breach of any Warranties) shall be in addition and without prejudice to all other rights and remedies available to it in respect of that breach. 8.6 Any provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before Completion and all Warranties shall remain in full force and effect notwithstanding Completion No variation of this Agreement shall be effective unless made in writing and signed by all of the parties. 8.8 This Agreement supersedes all and any previous agreements, arrangements or understanding among the parties relating to the matters referred to in this Agreement and all such previous agreements, arrangements or understanding (if any) shall cease and determine with effect from the date hereof. 8.9 If at any time any provision of this Agreement is or becomes illegal, void or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby This Agreement may be executed by the parties hereto in any number of counterparts and on separate counterparts, each of which when so executed shall be deemed an original but all of which shall constitute one and the same instrument and is binding on all parties. 9. GOVERNING LAW AND JURISDICTION 9.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. 9

10 9.2 Each party hereby submits to the non-exclusive jurisdiction of the courts of Hong Kong as regards any claim or matter arising under this Agreement and agrees that process may be served at the address for service of notices pursuant to Clause 7. 10

11 SCHEDULE 1 FORM OF CERTIFICATE Principal amount: HK$35,000,000 Certificate no.: [ ] PROSTEN TECHNOLOGY HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) HK$35,000,000 SIX (6) PER CENT. CONVERTIBLE NOTE DUE 2017 Issued pursuant to the memorandum and articles of association of Prosten Technology Holdings Limited ("Issuer") and a resolution of its shareholders passed on [ ]. THIS IS TO CERTIFY that DRAGON FORTUNE GROUP HOLD INS LIMITED whose registered address is at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands is the registered holder ("Noteholder") of the above-mentioned convertible note ("Note") for and in respect of the principal amount of HK$35,000,000 (which amount is also set out on the top left hand side of this certificate of the Note ("this Certificate"). The Note is issued on the date stated below with the benefit of and subject to the terms and conditions attached hereto ("Conditions") which shall form an integral part of this Certificate. The Noteholder is entitled to require the Issuer to convert the whole or part of the principal amount outstanding under this Note into ordinary shares in the capital of the Issuer subject to and in accordance with the Conditions. Subject to the foregoing, the Issuer, for value received, promises to redeem the Note and pay the principal amount outstanding under the Note together with all interests accrued thereon to the Noteholder in accordance with the Conditions. This Certificate is governed by, and shall be construed in accordance with, the laws of the Hong Kong Special Administrative Region of the People's Republic of China. GIVEN under the Common Seal of [ ] on [ ]. Director Secretary/Director Note: The Note shall be issued only in registered form and is only transferable or assignable to the extent permitted under Condition 2 of the terms and conditions attached hereto. This Certificate must be delivered to the Issuer for cancellation and reissue of an appropriate certificate in the event of any such transfer or assignment. 11

12 (For endorsement in the event of partial conversion or repurchase) Date Amount Converted/Repurchased Amount Outstanding 12

13 TERMS AND CONDITIONS OF THE NOTE The Note shall be held subject to and with the benefit of the Conditions and such Conditions shall be binding on the Issuer. Expressions defined in the subscription agreement (the "Subscription Agreement") dated 31 May 2016 between the Issuer and DRAGON FORTUNE GROUP HOLDINS LIMITED relating to the Note shall bear the same meanings in this Certificate. The words and expressions set out below shall have the meanings attributed to them below unless the context otherwise requires: "Business Day" "closing price" "Conversion Date" "Conversion Notice" "Conversion Period" "Conversion Price" "Conversion Rights" "Conversion Shares" "Converting Noteholder" "Encumbrance" a day, other than a Saturday and a day on which a tropical cyclone warning no. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m., on which licensed banks are open for general banking business in Hong Kong throughout their normal business hours; in relation to the Shares, the closing price per Share as quoted on the daily quotation list of the Stock Exchange for one or more board lots of Shares; the date on which a Conversion Notice is served in accordance with Condition 8(a); a written notice served by a Converting Noteholder under Condition 8( a) upon an exercise of its Conversion Rights, substantially in the form set out in Appendix A to the Conditions; the period commencing from the issue date of the Note and ending 4:00 p.m. on the date falling five (5) Business Days prior to the Maturity Date (as defined in Condition 1 ); the price at which each Conversion Share will be issued upon a conversion of all or any part of the Note as determined under Condition 5(c), but only for the purposes of the provisions of Condition 6, references therein to the "Conversion Price" shall be deemed to be references to the price of HK$0.3 l as adjusted from time to time in accordance with the provisions of Condition 6; the rights attached to the Note to convert the same or a part thereof into Conversion Shares pursuant to Condition 5(a); the new Shares to be issued and allotted by the Issuer upon exercise by a Noteholder of its Conversion Rights, and "Conversion Share" shall be construed accordingly; a Noteholder which proposes to exercise all or any part of its Conversion Rights; any mortgage, charge, pledge, lien ( otherwise than arising by statute or operation oflaw), hypothecation or other encumbrance, priority or security interest, deferred 13

14 purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and "Encumber" and "Encumbrancer" shall be construed according! y; "Equity Share Capital" "trading day" the issued share capital of the Issuer excluding any part thereof which does not either as respects dividends or as respects capital carry any right to participate beyond a specified amount or beyond an amount calculated by reference to a specified rate in a distribution; a day on which the Stock Exchange is open throughout its usual trading hours for the business of dealing in securities that are listed thereon. 1. PERIOD Unless previously converted and subject as provided herein, the Issuer shall repay to the Noteholder 100% of the principal amount outstanding under the Note together with all interest accrued thereon up to and including the date of repayment which shall fall on the first anniversary of the date of issue of the Note ("Maturity Date"). 2. STATUS AND TRANSFER (a) (b) (c) The obligations of the Issuer ansmg under the Note constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other present and future unsecured and unsubordinated obligations of the Issuer. No application will be made for a listing of the Note on the Stock Exchange or any stock or securities exchange. The Note may, upon obtaining the prior written approval of the Issuer, be assigned and transferred (whether in whole or in part(s)) PROVIDED THAT no assignment or transfer shall be made to a connected person (within the meaning ascribed thereto in the GEM Listing Rules) of the Issuer without the prior approval of the Issuer and PROVIDED FURTHER THAT the principal amount to be assigned or transferred is at least HK$1,000,000 and in integral multiples of HK$ l,ooo,ooo unless the amount of the outstanding Note is less than HK$1,000,000 in which case the whole (but not part only) of that amount may be assigned and transferred. Subject to the foregoing provisions in Condition 2(b), the Note may be transferred or assigned in its entirety or in part at any time before the Maturity Date by delivering to the company secretary of the Issuer directly, duly completed form of transfer substantially in the form annexed to this Certificate as Appendix B to these Conditions ("Transfer Form"). The Issuer shall within five (5) Business Days after the duly completed Transfer Form, accompanied by this Certificate for the Note, has been received by the Issuer in accordance with this Condition, register the transfer of the Note, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Note. Any reasonable costs and expenses properly incurred by the Issuer in connection with any assignment or transfer of the Note shall be borne by the Noteholder. 14

15 (d) The Issuer shall cause to be kept at its registered office in the Cayman Islands (or other office outside Hong Kong notified to the Noteholder) a full and complete register of Noteholders and of any conversions, cancellation and destruction and of all replacement Notes issued in substitution for any mutilated, defaced, lost, stolen or destroyed Notes (the "Register") on which the name and address of the Noteholders and the particulars of the Note and all transfer(s) of the Note shall be entered. No transfer of title to the Note will be effective unless and until entered on the Register. Title to the Note passes only by registration in the Register. The Noteholder will ( except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, this Certificate issued in respect of it) and no person will be liable for so treating the Noteholder. 3. INTEREST (a) (b) (c) The Note will bear interest from the date of issue at a rate equal to six (6) per cent. per annum on the outstanding principal amount thereof which, subject as otherwise provided herein, will be payable on the Maturity Date ("Interest Payment Date"). Interest on the Note shall accrue from day to day and shall be calculated at simple interest on the basis of the actual number of days elapsed and a year of365 days (including the first and the last days of the period during which it accrues). Interest on the Note not held for the whole of the period, if any, shall be calculated on a pro rata basis. All interest amounts shall be rounded to the nearest cent, half a cent being rounded down. If the Issuer does not pay any sum payable under the Note when due, it shall pay interest on the amount from time to time outstanding in respect of that overdue sum at the rate of the two (2) per cent. over the prime rate quoted by The Hongkong and Shanghai Banking Corporation Limited from time to time for the period beginning on its due date and ending on the date of actual payment. Such interest shall accrue from day to day on the basis of the actual number of days elapsed and a year of 365 days (including the first and the last days of the period during which it accrues) and shall be payable on demand. If the Noteholder has converted part or the whole of the principal amount of the Note, the Noteholder shall be entitled to interest in respect of such part or whole, as the case may be, of the principal amount of the Note for the period from the immediately preceding Interest Payment Date or the date of issue of the Note (whichever is the later) to and up to (but excluding) the Conversion Date concerned. 4. PAYMENTS (a) (b) Subject to Condition 5(e)(ii), payments of the outstanding principal amount of the Note and interests accrued thereon will be made by 4:00 p.m. (Hong Kong time) on the relevant due dates by telegraphic transfer in immediately available funds to a bank account as nominated by the Noteholder (as the case may be) from time to time or, if the Noteholder fails to nominate a bank account, the Issuer shall be entitled to make such payments by sending a banker's draft drawn in favour of the Noteholder to the address of the Noteholder as appearing on the Certificate for its Note. If the Interest Payment Date or the relevant due date of payment is not a Business Day, the Noteholder will be entitled to payment on the next following Business Day in accordance with Condition 4(a) together with interest accrued in respect of any such delay. 15

16 (c) All sums payable under this Condition shall be made in Hong Kong dollars and paid (i) free of any restriction or condition; (ii) free and clear of and ( except to the extent required by law) without any deduction or withholding for or on account of any tax; and (iii) without deduction or withholding ( except to the extent required by law) on account of any other amount whether by way of set-off or otherwise. In the event that the Issuer is required by law to make any such deduction or withholding from any amount paid, the Issuer shall pay to the Noteholder such additional amount as shall be necessary so that the Noteholder continues to receive a net amount equal to the full amount which it would have received if such withholding or deduction had not been made. 5. CONVERSION AND MATURITY (a) Conversion Subject as hereinafter provided, the Noteholder will have the right, on any Business Day during the Conversion Period, to convert the whole or part of such principal amount of the Note set out therein into the Conversion Shares at the Conversion Price. The Conversion Shares shall be (i) issued and allotted in the name of the Noteholder or such person(s) as the Noteholder may nominate pursuant to such conversion PROVIDED THAT such nominated person is not a connected person (within the meaning ascribed thereto in the GEM Listing Rules) of the Issuer; and (ii) delivered to the Noteholder (or such nominated person (s) aforesaid within five (5) Business Days (or such other day as the Issuer and the Noteholder may agree) after the date of presentation of the relevant original Certificate. No fraction of a Conversion Share will be issued but ( except in cases where any such cash payment would amount to less than HK$ I 00) an equivalent cash payment in Hong Kong dollars will be made to the Converting Noteholder in respect of such fraction. The Conversion Shares shall rank pari passu with all other Shares in issue as at the Conversion Date and be entitled to all dividends, bonus and other distributions the record date of which falls on a date on or after the Conversion Date. (b) Conversion Period Subject to compliance with the procedures set out in these Conditions, the Noteholder will have the right at any time and from time to time during the Conversion Period to convert the whole or part of such principal amount of the Note. ( c) Conversion Price The Conversion Price shall be HK$0.31 (which shall in any case subject to adjustments in accordance with the provisions of Condition 6). ( d) Other Conditions (i) The Conversion Rights shall not be exercised by the Noteholder if, immediately following the conversion, the Issuer will be unable to meet the public float requirement under the GEM Listing Rules. 16

17 (ii) The Conversion Rights shall not be exercised by Noteholder if such exercise will trigger the obligation by the Noteholder or party acting in concert (as defined in the Code) to make a general offer of the Shares under the Code. (e) Maturity (i) (ii) (iii) At any time on or afte.r the Maturity Date, the total sum of (aa) the outstanding principal amount of the Note and (bb) all unpaid and accrued interests due on the outstanding principal amount of the Note shall, unless previously converted in accordance with these Conditions, be repaid in accordance with Conditions 4 and 5(e)(ii) below. The Note being repaid shall be so repaid against surrender of the Certificate for cancellation and, against such surrender, all amounts due and owing to the Noteholder will be paid by the Issuer. Notwithstanding anything herein contained to the contrary, any delay in or failure to exercise any rights conferred on the Noteholder by this Condition 5(e) shall not constitute a waiver by the Noteholder of any right in respect thereof. SA. SA. I REDEMPTION Redemption at the option of the Issuer: (a) (b) (c) (d) Subject to Condition 9 hereof, the Note may be redeemed in amounts of HK$1,000,000 or integral multiples thereof ("Redemption Amount") at the option of the Issuer on any Business Day prior to the Maturity Date by giving not less than five (5) clear Business Days' prior written notice to a Noteholder in the form set out in Appendix C ("Redemption Notice") at 100% of the principal amount outstanding under the Note together with all interest accrued thereon up to and including the date of redemption as set out in the Redemption Notice. The Noteholder shall surrender the original of the Certificate for cancellation and/or re-issue on or before the date of redemption as set out in the Redemption Notice. A Redemption Notice shall be irrevocable once given by the Issuer to the Noteholder. The payment to be made by the Issuer to the Noteholder for redemption of the Note in accordance with Condition 5Al (a) ("Redemption Payment") shall be paid in the manner set out in Condition 4 on the date of redemption as set out in the Redemption Notice, being a date falling no less than five (5) clear Business Days from the date of the Redemption Notice. Upon payment of the Redemption Payment in accordance with Condition 5A.l(b), the Note redeemed by the Issuer will be forthwith cancelled and may not thereafter be reissued or resold. For the avoidance of doubt, the right of redemption by the Issuer under this Condition SA. I may be exercised by the Issuer at its absolute discretion and may be exercised by the Issuer on any of the Noteholders exclusive of the other Noteholders. 5A.2 In the event that a Conversion Notice and Redemption Notice (collectively, the "Notices" and any of them a "Notice") have been served at or about the same time prior to their effective conversion or redemption in accordance with the terms hereunder, as 17

18 the case may be, the earliest Notice having been served shall prevail over the other subsequent Notice and such subsequent Notice shall be deemed to have no effect and shall not be binding upon the party to which it has been served. 6. ADJUSTMENTS (a) Subject as hereinafter provided, the Conversion Price shall from time to time be adjusted in accordance with the following relevant provisions and so that (1) if an event giving rise to any such adjustment shall be such as would be capable of falling within more than one of sub-paragraphs (i) to (iii) inclusive of this Condition 6(a) it shall fall within the first of the applicable paragraphs to the exclusion of the remaining paragraphs; and (2) without prejudice to the preceding sub-paragraph (1 ), if there are more than one event giving rise to adjustments falling within more than one of sub-paragraphs (i) to (iii) inclusive of this Condition 6(a), appropriate adjustments shall be made under each of such applicable paragraphs accordingly: (i) (ii) (iii) If and whenever the Shares by reason of any consolidation, sub-division or re-classification or otherwise become of a different nominal amount, the Conversion Price in force immediately prior thereto shall be adjusted by multiplying it by the revised nominal amount and dividing the result by the former nominal amount. Each such adjustment shall be effective from the close of business in Hong Kong on the day immediately preceding the date on which the consolidation or sub-division or re-classification becomes effective. If and whenever the Issuer shall issue ( other than in lieu of a cash dividend) any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the Conversion Price in force immediately prior to such issue shall be adjusted by multiplying it by the aggregate nominal amount of the issued Shares immediately before such issue and dividing the result by the sum of such aggregate nominal amount and the aggregate nominal amount of the Shares issued in such capitalisation. Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue. If and whenever the Issuer shall make any Capital Distribution (as defined in Condition 6(b)) to holders (in their capacity as such) of Shares (whether on a reduction of capital or otherwise), the Conversion Price in force immediately prior to such distribution or grant shall be reduced by multiplying it by the following fraction: A-B A where: A= the market price (as defined in Condition 6(b)) on the date on which the Capital Distribution or, as the case may be, the grant is publicly announced or (failing any such announcement) the date next preceding the date of the Capital Distribution or, as the case may be, of the grant; and 18

19 B = the fair market value on the day of such announcement or ( as the case may require) the next preceding day, as determined in good faith by an approved merchant bank or auditors of the Issuer (at the option of the Issuer), of the portion of the Capital Distribution or of such rights which is attributable to one Share, PROVIDED THAT: (aa) (bb) if in the opinion of the relevant approved merchant bank or auditors of the Issuer (at the option of the Issuer), the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine (and in such event the above formula shall be construed as if B meant) the amount of the said market price which should properly be attributed to the value of the Capital Distribution or rights; and the provisions of this sub-paragraph (iii) shall not apply in relation to the issue of the Shares paid out of profits or reserves and issued in lieu of a cash dividend. Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the Capital Distribution or the grant. (iv) If and whenever the Issuer shall offer to holders of Shares new Shares for subscription by way of rights, or shall grant to holders of Shares any options, warrants or other rights to subscribe for any new Shares at a price which is less than 80% of the market price as at the date of the announcement of the terms of the offer or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of the announcement of such offer or grant by the following fraction: G + Hx I J G + H where: G = the number of Shares in issue immediately before the date of such announcement; H = the aggregate number of Shares so offered for subscription or comprised in the options or warrants or other rights I = the amount (if any) payable for the rights, options or warrants or other rights to subscribe for each new Share, plus the subscription price payable for each new Share; and J = the market price on the trading day immediately prior to such announcement. Such adjustment shall become effective (if appropriate retroactively) from the commencement of the day next following the record date for such offer or grant. 19

20 (v) (aa) If and whenever the Issuer shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new Shares, and the Total Effective Consideration (as defined below in this Condition 6(a)(v)) per Share initially receivable for such securities is less than 80% of the market price as at the date of the announcement of the terms of issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the issue by a fraction of which the numerator is the number of shares in issue immediately before the date of the issue plus the number of Shares which the Total Effective Consideration receivable for the securities issued would purchase at the said market price immediately prior to the date of such announcement and the denominator is the number of Shares in issue immediately before the date of the issue plus the number of Shares to be issued upon conversion or exchange of, or the exercise of the subscription rights conferred by, such securities, at the initial conversion or exchange price or subscription price. Such adjustment shall become effective (if appropriate retrospectively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Issuer determines the conversion or exchange price or subscription price. (bb) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in Condition 6(a)(v)(aa) are modified so that the Total Effective Consideration (as defined below in this Condition 6(a)(v)) per Share initially receivable for such securities shall be less than 80% of the market price as at the date of the announcement of such proposal, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by a fraction of which the numerator is the number of Shares in issue immediately before the date of such modification plus the number of Shares which the Total Effective Consideration receivable for the securities issued at the modified conversion or exchange price would purchase at the said market price and of which the denominator is the number of Shares in issue immediately before such date of modification plus the number of Shares to be issued upon conversion or exchange of or the exercise of the subscription rights conferred by such securities at the modified conversion or exchange price or subscription price. Such adjustment shall take effect as at the date upon which such modification takes effect. A right of conversion or exchange or subscription shall not be treated as modified for the foregoing purposes where it is adjusted to take into account of rights or capitalisation issues and other events normally giving rise to adjustment of conversion or exchange terms. For the purpose of this Condition 6(a)(v), the "Total Effective Consideration" receivable for the securities issued shall be deemed to be the consideration receivable by the Issuer for any such securities plus the additional minimum consideration (if any) to be received by the Issuer upon (and assuming) the conversion or exchange thereof or the exercise of such subscription rights, and the Total Effective 20

21 Consideration per Share initially receivable for such securities shall be such aggregate consideration divided by the number of Shares to be issued upon ( and assuming) such conversion or exchange at the initial conversion or exchange price or the exercise of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue. ] (vi) If and whenever the Issuer shall issue wholly for cash any Shares at a price per Share which is less than 80% of the market price as at the date of the announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of such announcement by a fraction of which the numerator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares which the aggregate amount payable for the issue would purchase at the said market price immediately prior to the date of such announcement and the denominator is the number of Shares in issue immediately before the date of such announcement plus the number of Shares so issued. Such adjustment shall become effective (if appropriate, retrospectively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the issue price for such Shares. (b) For the purposes of this Condition 6: "announcement" shall include the publication of an announcement in the newspaper or on the website of the Stock Exchange in accordance with the GEM Listing Rules and "date of announcement" shall mean the date of such announcement as set out therein and "announced" shall be construed according} y; "approved merchant bank" means a merchant bank of repute in Hong Kong to be appointed by the Issuer for the purpose of providing a specific opinion or calculation or determination hereunder; "Capital Distribution" any distribution in cash or specie by way of a special dividend (other than final and interim dividends). Any special dividend charged or provided for in the accounts for any financial period shall (whenever paid and however described) be deemed to be a Capital Distribution PROVIDED THAT any such special dividend shall not automatically be so deemed if: (i) (ii) it is paid out of the aggregate of the net profits (less losses) attributable to holders of the Shares for all financial periods ended after 31 March 2015 as shown in the audited consolidated profit and loss account of the Issuer and its subsidiaries for each such financial period; or to the extent that (i) above does not apply, the rate of that dividend, together with all other dividends on the class of capital in question charged or provided for in the accounts for the financial period in question, does not exceed the aggregate rate of dividend on such class of capital charged or provided for in the accounts for the last preceding financial period. In computing such rates, such adjustments may be made as are in the opinion of the auditors of the Issuer or the approved 21

22 merchant bank (at the option of the Issuer) for the time being appropriate to the circumstances and shall be made in the event that the lengths of such periods differ materially; "issue" shall include allot; "market price" means in respect of the Shares on a particular date, the average of the closing prices of the Shares for the last ten (10) consecutive trading days ending on the trading day immediately preceding the date on or as of which the market price is to be ascertained; "reserves" includes unappropriated profits; "rights" includes rights in whatsoever form issued. ( c) The provisions of sub-paragraphs (ii) and (iii) of Condition 6( a) shall not apply to: (i) (ii) (iii) (iv) (v) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into the Shares or upon exercise of any rights (including any conversion of the Note) to acquire Shares PROVIDED THAT an adjustment has been made under this Condition 6 in respect of the issue of such securities or granting of such rights ( as the case may be); an issue of the Shares or other securities of the Issuer or any subsidiary of the Issuer wholly or partly convertible into, or rights to acquire, the Shares to officers or employees of the Issuer or any of its subsidiaries pursuant to any employee or executive share scheme (which is in compliance with the GEM Listing Rules, or if applicable, similar rules and regulations of an alternative stock exchange); an issue by the Issuer of Shares or by the Issuer or any subsidiary of the Issuer of securities wholly or partly convertible into or rights to acquire, the Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or business PROVIDED THAT an adjustment has been made (if appropriate) under this Condition 6 in respect of the issue of such securities or granting of such rights (as the case may be); an issue of fully paid Shares by way of capitalisation of all or part of any subscription right reserve, or any similar reserve which has been or may be established pursuant to the terms of any securities wholly or partly convertible into or rights to acquire the Shares; or an issue of the Shares pursuant to a scrip dividend scheme where an amount not less than the nominal amount of the Shares so issued is capitalised and the market value of such Shares is not more than 80 per cent. of the amount of dividend which holders of the Shares could elect to or would otherwise receive in cash, for which purpose the "market value" of one Share shall mean the average of the closing prices for such trading days on which dealings in the Shares took place (being not less than five (5) such days) as are selected by the directors of the Issuer in connection with determining the basis of allotment in respect of the relevant scrip dividend and which fall within the period of one month ending on the last day on which holders of the Shares may elect to 22