Exhibit 99.1

Execution Version

27 June, 2025

LANVIN GROUP HOLDINGS LIMITED 复朗集团

MERITZ SECURITIES CO., LTD.

SHARE BUYBACK AGREEMENT

in relation to the shares of

LANVIN GROUP HOLDINGS LIMITED 复朗集团

CONTENTS

This Share Buyback Agreement (Agreement) is dated 27 June, 2025

Parties

(each a Party in this Agreement and together, the Parties).

Words and expressions used in this Agreement shall be interpreted in accordance with ‎Schedule 4 (Definitions and Interpretation).

RECITALS

IT IS NOW AGREED:

Subject to the terms and conditions of this Agreement, Investor shall sell and surrender to PubCo, and PubCo shall repurchase from Investor, 13,804,733 Ordinary Shares held by the Investor (the Repurchase Shares), free and clear from any Encumbrance (other than those arising under applicable securities Laws) upon Closing and with all rights, title and interest attaching thereto (the Transaction) at an aggregate purchase price of EUR48,091,106 (the Repurchase Price).

Subject to and following the Closing, Investor shall promptly, and in any event within one (1) Business Day after the Closing Date, mail the original copy of the stock power referenced in paragraph (a) of ‎Part B of ‎Schedule 1 (Closing and Post-Closing Arrangements) to the Transfer Agent and send the tracking number for such mail to the Transfer Agent.

(the Supporting Materials),

PubCo shall, within two (2) Business Days of the earliest date on which PubCo receives or becomes aware of any one of the Supporting Materials, deliver written notice to Investor (the Relevant Notice) inviting Investor to engage in prior consultation with PubCo in connection with the deduction or withholding of such Tax by PubCo together with supporting materials including, to the extent received by PubCo as of the date of such Relevant Notice,

provided, that if any of ‎(a), ‎(b) or ‎‎(c) are received by PubCo (including any updates or amendments thereto) after the Relevant Notice is delivered, PubCo shall deliver a copy, or written summary, as the case may be, within two (2) Business Days of receipt, in each case;

provided further, that delivery of materials to Investor as required under this clause ‎8.2 shall in each case be subject to clause ‎8.5 below.

Each Party shall (and shall ensure that each of its Representatives shall) maintain information related to negotiations leading to this Agreement and the Loan Note in confidence and not disclose such information to any Person (other than its Representatives) unless:

Unless the Parties specifically agree in writing, no Person shall assign, transfer, hold on trust or encumber all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in any of them. Any purported assignment in contravention of this clause ‎11 (Assignment) shall be void.

Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

No variation, deletion, supplement, amendment or replacement of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of both Parties.

Each of the provisions of this Agreement and the Loan Note is severable. If any such provision is held to be or becomes invalid or unenforceable under the applicable Law of any jurisdiction, the Parties shall use all reasonable efforts to replace it with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

Except as expressly stipulated in this Agreement, this Agreement shall not grant any right to Persons who are not a party to this Agreement.

The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law, in equity, in contract, in tort or otherwise. The Parties acknowledge and agree that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. The Parties further acknowledge that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief. Each Party further agrees that in the event of any action by the other Party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

Schedule 1
Closing and Post-Closing Arrangements

Part A   PubCo Closing Obligations

At Closing, PubCo shall:

Part B   Investor Closing Obligations

At Closing, Investor shall:

Schedule 2
PubCo Warranties

Schedule 3
Investor Warranties

Schedule 4
Definitions and Interpretation

Account Bank means Citibank, N.A., Hong Kong Branch;

Account Security Agreement has the meaning given in the Loan Note;

Affiliate means, in relation to any Party, any subsidiary or parent company of that Party and any subsidiary of any such parent company, in each case from time to time;

Amended Relationship Agreement has the meaning given in the Recitals of this Agreement;

Business Day means a day (excluding Saturday or Sunday and public holidays in Korea, the PRC, Hong Kong and Cayman Islands) on which commercial banks in Korea, the PRC, Hong Kong and Cayman Islands are generally open for business;

CCASS means Central Clearing and Settlement System established and operated by the Hong Kong Securities Clearing Company Limited;

Charged Securities Account means the securities account in the name of FIL held with the Account Bank with account number 5064830000;

Closing means completion of the Transaction in accordance with the provisions of this Agreement;

Closing Date has the meaning given in clause ‎2.1;

Collateral Share has the meaning given in the Recitals of this Agreement;

Company Party has the meaning given in clause ‎8.2;

Convertible Preference Share has the meaning given in the Recitals of this Agreement;

Encumbrance means a mortgage, charge, pledge, lien, option, restriction, right of first offer, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of agreement or arrangement having similar effect;

Exchanged Shares has the meaning given in the Recitals of this Agreement;

Existing Account Security Agreement means the account security agreement dated 14 December 2023 entered into by FIL and Investor;

Existing Cash Account Charge means the cash account charge dated 14 December 2023 entered into by FFG and Investor;

FFG has the meaning given in the Recitals of this Agreement;

FFG Subscription Shares has the meaning given in the Recitals of this Agreement;

FIL means Fosun International Limited, a company incorporated in Hong Kong with its registered address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong;

Finance Document has the meaning given in the Loan Note;

FTG means Fosun Tourism Group, an exempted company incorporated in the Cayman Islands with company number 315519 and its registered address at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands;

FTG Share Security Agreement has the meaning given in the Loan Note;

Governmental Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority;

Governmental Order means any judgment, decision, ruling, decree, order, settlement, injunction, writ, stipulation, determination or award of any Governmental Entity;

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China;

Investor Warranties means the warranties given by Investor as set out in ‎Schedule 3;

Law(s) means any law, statute, ordinance, rule, regulation, listing rules, stock exchange rules and regulations, code, Governmental Order or other requirement as enacted, issued, promulgated, enforced or entered by a Governmental Entity and having a legally binding effect;

Loan Note means the loan note to be issued by PubCo to Investor on the Closing Date and represented by a certificate substantially in the form set out in ‎Schedule 5 (Form of Certificate of Loan Note) (the Loan Note Certificate) including the conditions endorsed on such certificate (the Loan Note Conditions);

Ordinary Shares means the ordinary shares of PubCo, par value US$0.000001;

parent company means any company that in relation to another company (its subsidiary):

in each case whether directly or indirectly through one or more companies;

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Person means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, any other legal entity, government or any agency or political subdivisions thereof, or any group comprised of two (2) or more of the foregoing;

PRC means the People’s Republic of China, for the sole purpose of this Agreement, excluding Hong Kong, Macau, and Taiwan;

PubCo Warranties means the warranties given by PubCo as set out in ‎Schedule 2;

Register means the register of the Loan Note maintained by PubCo;

Relevant Notice has the meaning given in clause ‎8.2;

Representatives means, in relation to a Party, its respective Affiliates and advisors;

Repurchase Price has the meaning given in clause ‎1;

Repurchase Shares has the meaning given in clause ‎1;

Sanctioned Country means any country or territory that is, or whose government is, the subject or target of comprehensive territorial based Sanctions;

Sanctions means any trade or economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority;

Sanctions Authority means:

in each case, including the respective governmental institutions, departments and agencies of any of the foregoing which administers or enforces Sanctions; Surviving Provisions means ‎10 (Confidentiality), ‎11 (Assignment), ‎13 (Notices), ‎15 (Waivers, Rights and Remedies), ‎17 (Variations), ‎19 (Third Party Enforcement Rights) and ‎20 (Governing Law and Jurisdiction), and ‎Schedule 4 (Definitions and Interpretation);

Sanctions Target means any Person, vessel or aircraft with which dealings are restricted or prohibited by any Sanctions;

SEC Filings means the annual report on Form 20-F filed by PubCo with the Securities and Exchange Commission of the United States on April 20, 2023;

SIAC Rules has the meaning given in clause ‎20.3;

Subscription Shares has the meaning given in Recital of this Agreement;

Supporting Materials has the meaning given in clause ‎8.2;

Tax means: (i) taxes on income, profits and gains; and (ii) all other taxes, levies, duties, imposts, charges and withholdings of any fiscal nature, including any excise, property, capital, value added, sales, use, occupation, transfer, franchise and payroll taxes and any social security or social fund contributions, and any payment which the relevant Person may be or become bound to make to any Person as a result of the discharge by that Person of any tax which the relevant Person has failed to discharge, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant Person or any other Person and of whether any amount in respect of them is recoverable from any other Person;

Transaction has the meaning given in clause ‎1;

Transfer Agent means Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, NY 10004-1561; and

Working Hours means 9.30 a.m. to 5.30 p.m. on a Business Day in the place of receipt of a notice.

Schedule 5 Form of Certificate of Loan Note Schedule 6 Form of Deed of Release

Part A

Part B

Schedule 7 Form of Account Security Agreement Schedule 8 Form of FTG Share Security Agreement

SIGNATURE

This Agreement is signed by duly authorized representatives of the Parties:

Exhibit 99.2

Form of Certificate of Loan Note issued in Registered Form

27 June 2025

THIS CERTIFICATE IS DELIVERED BY
LANVIN GROUP HOLDINGS LIMITED 复朗集团

an exempted company incorporated under the laws of the Cayman Islands with limited liability and registration number 382280 and having its registered office at Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands as borrower (the Company)

FIXED RATE SECURED NOTE

This certificate is issued pursuant to (i) the share buyback agreement dated 27 June 2025 entered into between the Company and MERITZ SECURITIES CO., LTD. (the Investor) and (ii) a board resolution of the Company dated 27 June 2025.

The Company has issued as at the date of this certificate a fixed rate note for a principal amount of EUR48,091,106 (the Note), which has been fully subscribed and paid.

This is to certify that the Investor is the registered holder of the Note and is entitled to that sum and any interest thereon in accordance with and subject to the conditions endorsed hereon (the Conditions).

This certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the register of the Note maintained by the Company (the Register) and only the holder of the Note is entitled to payment in respect of the Note represented hereby.

The Conditions endorsed hereon are an integral part of this certificate and by its purchase of the Note, the Investor agrees to be subject to and bound by the provisions set forth therein.

Executed for and on behalf of the Company

CONDITIONS

CONTENTS

In these Conditions:

Account Security Agreement means an account security agreement to be entered into by FIL and the Investor in relation to the creation of Security over the Charged Securities Account and the Company Security Shares;

Accrual Interest means on any day, the amount of interest accrued on the Loan at a percentage rate equal to the Accrual Interest Rate;

Accrual Interest Rate means 6.40 per cent per annum;

Affiliate means, in relation to any Party, any subsidiary or parent company of that Party and any subsidiary of any such parent company, in each case from time to time;

Business Day means a day (excluding Saturday or Sunday and public holidays in Korea, the PRC, Hong Kong and the Cayman Islands) on which commercial banks in Korea, the PRC, Hong Kong and the Cayman Islands are generally open for business;

Cash Pay Interest means, on any day, the amount of interest accrued on the Loan at a percentage rate equal to the Cash Pay Interest Rate;

Cash Pay Interest Rate means 5 per cent per annum;

Charged Securities Account means the securities account in the name of FIL held with Citibank, N.A., Hong Kong Branch with account number 5064830000;

Closing Date means the date on which completion of the closing in accordance with the terms and conditions set forth under the Share Buyback Agreement occurs;

Closing Price means the last reported publicly traded price of the shares of the Company at the closing of trading during a Trading Day on the stock exchange on which the shares of the Company are traded;

Company Security Shares means the shares of the Company in the Charged Securities Account;

Control of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that, such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of fifty per cent (50%) or more of the votes entitled to be cast at a meeting of the members or shareholders of such person or its parent company or power to control the composition of a majority of the board of directors (or equivalent governing body) of such person;

Coverage Ratio means, in respect of each Testing Date or Release Testing Date, the ratio of:

divided by

in each case as at such Testing Date or Release Testing Date;

Coverage Ratio Prepayment Notice has the meaning given to that term in Condition ‎7 (Coverage Ratio);

Coverage Ratio Prepayment Obligation has the meaning given to that term in Condition ‎7 (Coverage Ratio);

Credit Event means a Credit Event (FTG) or a Credit Event (Obligor);

Credit Event (FTG) means, in respect of FTG:

Credit Event (FTG) Date means the date on which a Credit Event (FTG) occurs;

Credit Event (Obligor) means:

Disrupted Trading Day means a Trading Day in which any of the following events occurs:

Event of Default means any event or circumstance specified as such in Condition ‎12 (Events of Default) or any other event or circumstance specified as such and agreed by the Investor and the Company in writing;

FIL means Fosun International Limited, a company incorporated in Hong Kong with its registered address at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong;

Finance Document means the Note, any Transaction Security Document and any other document designated as a Finance Document by the Investor and the Company in writing;

Financial Indebtedness means (without double counting) any indebtedness in respect of:

but excluding all indebtedness for or in respect of pension or post-employment benefit related liabilities or any indebtedness owing between the Company and its subsidiaries;

FTG means Fosun Tourism Group 复星旅游文化集团, an exempted company incorporated in the Cayman Islands with company number 315519 and its registered address at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands;

FTG Security Shares means, as at the Closing Date, the 81,542,487 shares of FTG;

FTG Security Shares Ratio means, in respect of each Repayment Date and each Prepayment Date, the ratio of:

divided by

in each case as at such Repayment Date or Prepayment Date (as applicable);

FTG Share Security Agreement means a share security agreement to be entered into by FIL and the Investor in relation to the creation of Security over FTG Security Shares;

Governmental Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority;

Governmental Order means any judgment, decision, ruling, decree, order, settlement, injunction, writ, stipulation, determination or award of any Governmental Entity;

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China;

Interest Period means each period determined in accordance with Condition ‎10 (Interest Periods);

Interest Rate has the meaning given to that term in Condition ‎9.1 (Calculation of interest);

Law means any law, statute, ordinance, rule, regulation, listing rules, stock exchange rules and regulations, code, Governmental Order or other requirement as enacted, issued, promulgated, enforced or entered by a Governmental Entity and having a legally binding effect;

Legal Reservations means:

Loan means the principal amount outstanding for the time being under the Note;

Makewhole Amount means the amount (if any) of the Cash Pay Interest which the Investor should have received in respect of the amount of Loan prepaid in accordance with Condition ‎5 (Voluntary prepayment) for the period from the relevant Prepayment Date to the last day of the current Interest Period, had such amount of Loan been prepaid on the last day of that Interest Period;

Mandatory Prepayment Event means:

Mandatory Prepayment Notice has the meaning given to that term in Condition ‎6 (Mandatory prepayment);

Mandatory Prepayment Obligation has the meaning given to that term in Condition ‎6 (Mandatory prepayment);

Market Value of Company Security Shares means the average Closing Price of the shares of the Company in any three (3) consecutive Trading Days period (excluding any Disrupted Trading Days) immediately before the Testing Date or Release Testing Date multiplied by the number of Company Security Shares on the Testing Date or Release Testing Date (as applicable), in its euro equivalent based on the exchange rate published by Bloomberg L.P. as at the last Trading Day in such period;

Market Value of FTG Security Shares means HK$7.80 multiplied by the number of FTG Security Shares on a Testing Date, a Release Testing Date or a Prepayment Date (as applicable), in its euro equivalent based on the exchange rate published by Bloomberg L.P. as at such Testing Date, Release Testing Date or Prepayment Date (as applicable), provided that upon occurrence of a Credit Event (FTG), the Market Value of FTG Security Shares shall be deemed to be zero; The rules in paragraphs ‎(a) to ‎(c) above will only apply to the last Month of any period.

Maturity Date means 14 December 2026;

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

Obligor means the Company or FIL;

parent company means any company that in relation to another company (its subsidiary):

in each case whether directly or indirectly through one or more companies;

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Party means the Company or the Investor;

Perfection Requirements means any and all registrations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect the Transaction Security or in order for it to achieve the relevant priority for the Transaction Security;

PRC means the People’s Republic of China, for the sole purpose of the Finance Documents, excluding Hong Kong, Macau, and Taiwan;

Prepayment Date means any day on which the Company has prepaid any part of the Loan in accordance with Condition ‎5 (Voluntary prepayment);

Release Testing Date means the last Business Day of each fiscal quarter ending after the Closing Date;

Relevant Jurisdiction means in relation to any Obligor or FTG:

Repayment Date means each date set out in Condition ‎4 (Repayment);

Repayment Instalment means each repayment instalment for the Loan as set out in Condition ‎4 (Repayment);

Representatives means, in relation to a Party, its respective Affiliates and advisors;

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

Share Buyback Agreement means the share buyback agreement dated ____________ 2025 between the Company and the Investor;

Tax means (i) taxes on income, profits and gains; and (ii) all other taxes, levies, duties, imposts, charges and withholdings of any fiscal nature, including any excise, property, capital, value added, sales, use, occupation, transfer, franchise and payroll taxes and any social security or social fund contributions, and any payment which the relevant person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person and of whether any amount in respect of them is recoverable from any other person;

Testing Date means each day on which the Note remains outstanding;

Trade Instruments means any performance bonds or advance payment bonds or documentary letters of credit issued in respect of the obligations of any Obligor or FTG arising in the ordinary course of trading of that Obligor or FTG;

Trading Day means any day on which the stock exchange on which the shares of the Company or FIL (as applicable) are traded is scheduled to open for trading for its regular trading sessions;

Transaction Security means the Security created or expressed to be created in favour of the Investor pursuant to the Transaction Security Documents; and

Transaction Security Documents means:

No director, officer, employee or other individual acting (or purporting to act) on behalf of an Obligor (or any Affiliate of any of the foregoing) shall be personally liable for any representation, certification or statement made or deemed to be made by him or her or an Obligor in any Finance Document or any certificate, notice or other document required to be delivered under, or in connection with, any Finance Document, whether or not signed by that director, officer, employee or other individual, save in the case of fraud, or intention to mislead (in which case any liability shall be determined in accordance with applicable law) and each such individual may rely on this Condition.

The Company shall cause a Register to be maintained in relation to the Note on which shall be entered the name, address and contact details of the holder of the Note and the particulars of the Note held by them. The person in whose name the Note is registered in the Register shall (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of the Note (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Note Certificate issued in respect of it) for the purpose of receiving payment and for all other purposes.

The Company shall repay the Loan in two instalments by repaying on each Repayment Date the amount set out opposite each Repayment Date in the table below:

If the Loan or any part thereof is prepaid in accordance with Condition ‎5 (Voluntary prepayment), the Repayment Instalment(s) for the Repayment Date(s) falling after that prepayment shall be reduced by the amount so prepaid in chronological order.

The Company shall pay the Cash Pay Interest on the Loan on the last day of each Interest Period.

The Company shall pay the Accrual Interest on the Loan on the Maturity Date or (if earlier) the date on which the Loan is repaid or prepaid in full.

If the Company fails to pay any amount payable by it under the Finance Documents on its due date, interest shall accrue on such amount from the due date to the date of actual payment (both before and after judgment) at a rate equal to the sum of (a) three (3) per cent per annum and (b) the Interest Rate (together, the Default Rate). In such event, Condition 9.1 (Calculation of Interest) shall apply accordingly as if references to the Interest Rate therein referred to the Default Rate. Such default interest shall not be deemed or considered penal in nature.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

and such notification shall include supporting documents and other relevant information for the Investor to assess the occurrence of such Credit Event.

Each of the events or circumstances set out in this Condition ‎12 is an Event of Default (save for Condition ‎12.8 (Acceleration)).

The Company fails to repay the Loan in accordance with Condition ‎4 (Repayment).

The Investor delivers a Mandatory Prepayment Notice to the Company in accordance with paragraph ‎(a) of Condition ‎6 (Mandatory prepayment) and the Company does not fulfil its Mandatory Prepayment Obligation in accordance with paragraph ‎(b) of Condition ‎6 (Mandatory prepayment).

The Investor delivers a Coverage Ratio Prepayment Notice to the Company in accordance with paragraph ‎(a) of Condition ‎7 (Coverage Ratio) and the Company does not fulfil its Coverage Ratio Prepayment Obligation in accordance with paragraph ‎(a) of Condition ‎7 (Coverage Ratio).

An Obligor rescinds or repudiates or purports (in writing) to rescind or repudiate or evidences an intention (in writing) to rescind or repudiate a Finance Document which is materially adverse to the interests of the Investor under the Finance Documents (taken as a whole).

On and at any time after the occurrence of an Event of Default which is continuing,

Any interest accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days.

Subject to the prior written consent of the Company, the Note may be transferred in whole, upon the surrender (at the office of the Company) of the Certificate representing the Note to be transferred. No transfer of title to the Note will be valid unless and until entered on the Register.

Notices to the Investor shall be delivered by hand, email, registered post or courier using an internationally recognised courier company to it at its address or e-mail address in the Register and deemed to have been given at the time of delivery, if delivered by hand, registered post or courier, or at the time of transmission, if delivered by email.

Except as expressly provided in the Finance Documents, no failure or delay by any Party in exercising any right or remedy relating to the Finance Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

These Conditions may only be amended with the written consent of the Company and the Investor. Any amendment may be effected only by deed poll and if effected in accordance with this Condition ‎18, shall be binding upon the Company and the Investor.

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of the Note.

These Conditions are governed by Hong Kong law.