1. Security Release: Required if the existing debt is secured and security needs to be released

2. Shareholder Rights: Include if new shareholder rights need to be specified beyond existing articles of association

3. Tag-Along Rights: Include if existing shareholders are to have tag-along rights on the new shares

4. Lock-up Period: Include if restrictions on share transfers are required post-conversion

5. Board Appointment Rights: Include if the conversion includes rights to appoint directors

6. Further Assurance: Optional clause requiring parties to take additional steps if needed

7. Confidentiality: Include if specific confidentiality provisions are required beyond standard obligations

1. Schedule 1: Details of Existing Debt: Detailed breakdown of the debt being converted, including principal, interest, and other amounts

2. Schedule 2: Conversion Calculations: Detailed calculations showing conversion ratio and resulting share numbers

3. Schedule 3: Form of Board Resolutions: Template board resolutions approving the conversion and share issuance

4. Schedule 4: Form of Completion Certificate: Template certificate confirming completion of the conversion

5. Schedule 5: New Shareholding Structure: Table showing shareholding structure before and after conversion

6. Appendix A: Share Certificate Template: Template for new share certificates to be issued

7. Appendix B: Required Regulatory Filings: List and forms of required Hong Kong regulatory filings