Chiho Tiande : 【Documents available for inspection 016】Material contracts-Delco Supplemental Undertaking

e8df728a-4552-479d-ae14-1023905649f5.pdf

The Board of Directors

Delco Participation B.V. ("Delco")

lS'h March 2015

Dear Sirs,

4°/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 letter of undertaking (the "Letter of Undertaking") from the Company dated 3 March 2015 and accepted and agreed by Delco on the same day. Unless otherwise specified, terms used in this letter shall have the same meaning as those defined in the Letter of Undertaking.

Subsequent to the Letter of Undertaking, the Company has consulted the Stock Exchange of Hong Kong Limited (the "Stock Exchange") on the extension of the maturity date of the Bonds to 1 March 2007 (the "CB Extension"). The Stock Exchange requires, among other things, that the CB Extension in respect of the Bonds held by Delco must be subject to the approval of the independent shareholders (the "Independent Shareholders") of the Company at a general meeting.

In view of the above, the Company undertakes to Delco that in the event that the approval of theIndependent Shareholders is not obtained by 31 July 2015, the CB Extension will not occur and:-

1. if completion of the SPA 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), then the Company shall on such date as set out In column (1) below repay such principal amount of the Delco Bonds as set out In column (2) below (the "Instalment Payments") together with all unpaid interest accrued thereon at 4% per annum from 1 March 2015 up to such date of payment:

   
   

   Date of payment 1 September 2015	Principal amount of the Delco Bonds (HK$) 44,500,000
   1 December 2015	44,500,000
   1 March 2016	44,500,000
   1June 2016	44,500,000
   1 September 2016	44,500,000
   1 December 2016	44,500,000
   1 March 2017	45.600.000
   Total:	312,600,000

   
   

   In the event that (i) the Company is in default of its payment obligations as set out above; or

   (ii) for whatever reason (otherwise than due to the default of Delco's obligations under the Letter of Undertaking) the Company is unable to comply with its obligations under the Letter of Undertaking or this letter, all theInstalment Payments which remain outstanding together with all unpaid interest accrued thereon shall become immediately due and payable; and

   
   

2. if completion of the SPA has not taken place in accordance with (a) above, the full principal amount of the Delco Bonds together with all unpaid interest accrued thereon from 1 March 2015 shall be paid no later than 31 July 2015.

Save as set out herein, all the terms and conditions in the Letter of Undertaking shall remain in full force and effect.

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

Director

For and 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: March 2015