d865400b-6465-4de6-a385-930452cee9db.pdf


The Board of Directors

Sims Metal Management Dragon Holdings Limited 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.


Sims Metal Management Dragon Holdings Limited ("Sims") subscribed for and presently hold Bonds in the aggregate principal amount of HK$315,600,000 (the "Sims Bonds").


In consideration of Sims providing the Company with its confirmation accepting the extension of the Maturity Date of the Bonds to 1 March 2017, we hereby agree to use our best endeavours to procure independent third party(ies) to purchase the Sims Bonds (on terms reasonably acceptable to Sims, and at a purchase price of not less than 100% of the principal amount of the Sims Bonds together with all unpaid interest accrued thereon at the time of such purchase) by no later than 29 June 2015 (the "Long Stop Date").


If for whatever reason we are unable to procure purchaser(s) for the Sims Bonds by the Long Stop Date, we irrevocably and unconditionally undertake to, on or before 30 June 2015, purchase the Sims Bonds at a price equivalent to 100% of the principal amount of Sims Bonds together with all unpaid interest accrued thereon at the time of such purchase.


Our obligation under this undertaking will terminate if any of these conditions were to occur: -


  1. If Sims were to dispose of any of the Sims Bonds other than to such parties as the Company shall introduce pursuant to this undertaking.


  2. If Sims were to convert the Sims Bonds into shares of the Company pursuant to the terms of the Sims Bonds.


Save as expressly provided herein, all other terms and conditions of the Sims Bonds (including those set out in the Deed Poll dated 1 March 2012) remain unchanged and in full force and effect.


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


Directo

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 02:12:04 UTC

Original Document: http://www.chiho-tiande.com/uploadfile/1/20160125/201601250949999.PDF