On 15 June 2021, Asia Orient Holdings Limited Noteholder, Asia Standard International Group Limited Noteholder and Asia Standard Hotel Group Limited Noteholder received all the results in respect of their exchange of the Existing Golden Wheel Notes in the aggregate notional amount of approximately $16.2 million (equivalent to approximately HKD 125.7 million), approximately $36.7 million (equivalent to approximately HKD 284.8 million) and approximately $21.1 million (equivalent to approximately HKD 163.7 million) respectively for the New Golden Wheel Notes in the same notional amount pursuant to the terms of the Exchange Offer. Under the Exchange Offer, each of AO Noteholder, ASI Noteholder and ASH Noteholder will, in addition to the New Golden Wheel Notes issued to it, receive an aggregate cash consideration of approximately $0.6 million, $1.5 million and $0.8 million respectively, and the accrued and unpaid interest on the Existing Golden Wheel Notes validly tendered and accepted under the Exchange Offer from (and including) the interest payment date for such Existing Golden Wheel Notes immediately preceding the settlement date to, but excluding, the settlement date. The New Golden Wheel Notes will bear interest at the rate of 16% per annum and the interest will be paid on 11 December 2021, 11 June 2022, 11 December 2022 and 11 July 2023.

The New Golden Wheel Notes will mature on 11 July 2023. At any time and from time to time prior to 11 July 2023, Golden Wheel may at its option redeem the New Golden Wheel Notes, in whole but not in part, at a redemption price equal to 100% of the notional amount of such New Golden Wheel Notes plus the applicable premium as of, plus accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to 11 July 2023, Golden Wheel may at its option redeem up to 35% of the aggregate notional amount of the New Golden Wheel Notes with the net cash proceeds of one or more sales of common stock of Golden Wheel in an equity offering at a redemption price of 116% of the notional amount of the New Golden Wheel Notes plus accrued and unpaid interest, if any, to (but not including) the redemption date, provided that at least 65% of the aggregate notional amount of the New Golden Wheel Notes originally issued on the original issue date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

Not later than 30 days following a change of control triggering event, Golden Wheel will make an offer to purchase all outstanding New Golden Wheel Notes at a purchase price equal to 101% of their notional amount thereof plus accrued and unpaid interest, if any, to (but not including) the offer to purchase payment date.