Investor Presentaiton
Salient Convertible Bond ("CB") Terms (2/2)
Appointment of Nominee Director
The Bondholder shall, at all times, have the right to appoint a nominee onto
the board of the Company as a non-independent and non-executive director.
Upon receiving a written request from the Bondholder and subject to the
recommendation of the nominating committee of the Company, the approval
of the Board, and in compliance with applicable requirements under the
Constitution of the Company and the Listing Rules, the Company will procure
the appointment of one such director nominated by the Bondholder onto the
Board.
Deputy Chairman
Management Lock Up
Conversion Price Adjustment
Ms Pan Shuhong will be appointed as a non-independent and non-executive
Director and Deputy Chairwoman of the Board within six months from the
First Bonds Closing, and in the event that Ms Pan is ever re-designated as
Executive Chairwoman of the Board, the Company will deliver to the
Bondholder within one month from her re-designation, a moratorium
undertaking not to sell or transfer 25% of her Shares for so long as the
Bonds exist.
For the avoidance of doubt, Ms Pan is not a nominee of the Investor, and her
appointment has been specifically required by the Investor.
Each of Dr. Lin Yucheng (Executive Chairman), Mr. Ngoo Lin Fong
(Executive Director / Finance Director), Mr. Li Li (Chief Executive Officer), Dr.
Yan Huaiguo (Chief Technical Officer) and Dr. Guo Chenghong (Deputy Chief
Technical Officer) executing a moratorium undertaking (in the case of Dr. Lin
Yucheng) not to sell or transfer his Shares and (in the case of the others) not
to sell or transfer more than 25% of each of their Shares for so long as the
Bonds exist.
Standard anti-dilution adjustments including any consolidation, subdivision,
or reclassification of Shares. If Company pays a cash dividend, the Investor
will be entitled on an as-converted basis.
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