Chiho Tiande : 【Documents available for inspection 015】Material contracts-Delco Undertakings(signed by CTGL)

d749a970-3cd5-450c-8490-1943fa6359cc.pdf

The Board of Directors Delco Participation B.V.

3 March 2015 Dear Sirs,

40/o coupon convertible bonds in the aggregate principal amount of HK$815,800,000 (the "Bonds") issued by Chiho-Tiande Group Limited (the "Company")

We refer to the Bonds Issued by the Company on 1March 2012.

Delco subscribed for and currently holds Bonds in the aggregate principal amount of HK$312,600,000 (the "Delco Bonds").

Based on the advice received by the Company in respect of the terms of the deed poll (the "Deed Poll") constituting the Bonds, it was Initially expected that the Bonds (including the Delco Bonds) would be automatically extended to the fifth anniversary of the date of Issue of the Bonds, i.e. 1 March 2017.

However, differences have subsequently arisen between Delco and the Company whether the Delco Bonds can be redeemed at their Initial maturity date, i.e. 1 March 2015. Delco took the view that the Delco Bonds had matured and thus become redeemable on 1 March 2015 in accordance with the terms of the Deed Poll, while the Company maintained the view that the maturity date of the Bonds had been automatically extended for two years to 1 March 2017 in accordance with the terms of the Deed Poll.

In consideration of Delco providing the Company with its confirmation acknowledging the extension of the maturity date of the Bonds to 1 March 2017 (the "Confirmation of Acknowledgement"):

1. The Company hereby agrees to use its best endeavours to procure independent third party(ies) to purchase the Delco Bonds no later than 30 June 2015 (the "Long Stop Date").

   
   

2. If for whatever reason the Company Is unable to procure purchaser(s) for the Delco Bonds by the Long Stop Date, the Company Irrevocably undertakes to redeem the Delco Bonds. If the Company redeems the Delco Bonds, the full principal amount of the Delco Bonds plus interest will be repaid by the Company no later than 31 July 2015.

   
   

3. The Company's obligation under the undertaking as set out in paragraph (b) above will terminate if completion of the sale and purchase agreement (the "SPA") dated 23 January 2015 entered into between HWH Holdings Limited ("HWH") and Delco in respect of the sale by Delco to HWH of an aggregate of 115,197,991 shares (the "Sale Shares") in the share capital of the Company has taken place where Delco has received from HWH the full consideration for the sale and purchase of the Sale Shares on or before the First Completion Date (as defined in the SPA) (i.e. 30 April 2015) In respect of the First Completion (as defined in the SPA), and on or before the Second Completion Date (as defined in the SPA) (i.e. 31 July 2015) in respect of the Second Completion (as defined in the SPA).

   
   

4. In consideration of the undertaking given by the Company In paragraph (b) above, Delco shall not at any time on or before the Long Stop Date:

   
   

5. dispose of any of the Delco Bonds other than to such parties as the Company shall introduce pursuant to this undertaking; or

   (Ii) convert the Delco Bonds into shares of the Company pursuant to the terms of the Bonds.

   
   

6. If for whatever reason Delco continues to hold the Delco Bonds after 31 July 2015, the Company shall on such date as set out in column (1) below pay such amount (the "Instalment Payments") as Is equivalent to the principal amount of the Delco Bonds as set out in column (2) below together with all unpaid interest accrued thereon from 1 March 2015 up to such date of payment:

   
   

   Date of payment 1September 2015	Principal amount of the Delco Bonds (HK$) 44,500,000
   1 December 2015	44,500,000
   1March 2016	44,500,000
   1June 2016	44,500,000
   1September 2016	44,500,000
   1December 2016	44,500,000
   1 March 2017	45,600,000
   Total:	312,600,000

   in consideration of which:

   
   

7. Delco undertakes not to dispose of any of the Delco Bonds at any time after 31 July 2015 other than to the Company or to such parties as the Company shall introduce and shall waive (i) the right of redemption of the Delco Bonds upon the maturity of the Delco Bonds on 1 March 2017; (Ii) the right to receive interest on the Delco Bonds from 1 March 2015; and (iii) the right to convert the Delco Bonds, under the terms of the Deed Poll; and

   
   

8. the Company shall have the right to require Delco to sell to it or such parties as the Company shall Introduce the Delco Bonds at any time after 31 July 2015 at a price equivalent to the principal amount of the Delco Bonds together with all unpaid interest accrued thereon up to such date of purchase by delivering a notice in writing to Delco (the "Purchase Notice"). Such purchase shall be completed within one month from the date of the Purchase Notice. Upon completion of such purchase, the obligations of the Company to make theInstalment Payments which remain outstanding shall cease.




9. In the event that the Company is in default of its payment obligations as set out in paragraph (e) above, all the Instalment Payments which remain outstanding together with all unpaid interest accrued thereon shall become immediately due and payable.




The Company acknowledges that Delco provides the Confirmation of Acknowledgement in consideration of the undertakings given by the Company In this letter, and therefore the Company shall not be entitled to rely upon the Confirmation of Acknowledgement If the Company shall be In breach of Its undertakings in this letter.




This letter shall be governed by and construed in accordance with the laws of Hong Kong.

Yours fait fully,




Direct r

For an on behalf of Chiho·Tiande Group Limited




Agreed and accepted by:




SVO Company B.V.

(Represented by Stephanus Maria van Ooijen) Director

For and on behalf of

Delco Participation B.V.




H.P.L Metals B.V.

(Represented by Herman de Leeuw) Director

For and on behalf of

Delco Participation B.V. Date: 3 March 2015