39262848-c186-482d-b9a8-f9aea8a9d8c5.pdf

The Board of Directors

Greenwoods China Alpha Master Fund 4 March 2015

Dear Sirs,


4010 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.


As at the date of this letter, Greenwoods China Alpha Master Fund ("Greenwoods") is the registered holder of the Bonds in the aggregate principal amount of HK$120,000,000 (the "Greenwoods Bonds").


In consideration of Greenwoods providing the Company with its confirmation accepting the extension of the Bonds to 1March 2017 (the "Confirmation"):


  1. The Company hereby undertakes that Greenwoods shall have the right to require the Company to purchase all the Greenwoods Bonds which remain outstanding on any of the following dates (the "Relevant Dates" and each a "Relevant Date") at a price equivalent to 100% of the outstanding principal amount of the Greenwoods Bonds plus all unpaid interest accrued thereon up to such Relevant Date (the "Consideration"):


    1. 1September 2015

    2. 1March 2016

    3. 1September 2016


    4. To exercise the above right, Greenwoods shall send a notice in writing (the "Purchase Notice") to the Company on, and only on, any of the Relevant Dates. Within one month after the receipt of the Purchase Notice, the Company shall complete the purchase of the Greenwoods Bonds which remain outstanding on such Relevant Date and pay the Consideration to Greenwoods.


      5. The Company acknowledges that Greenwoods provides the Confirmation 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 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 faithfully,


      Director

      For and on behalf of

      Chiho-Tiande Group Limited

    Chiho-Tiande Group Limited issued this content on 2016-01-25 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-25 01:52:03 UTC

    Original Document: http://www.chiho-tiande.com/uploadfile/1/20160125/201601250944683.PDF