Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: Securities Purchase Agreement On December 30, 2024, CM Bermuda entered into a Securities Purchase Agreement (the "Purchase Agreement") with the Company at the instruction of China Construction Bank Corporation ("CCB"), as Facility Agent and Security Trustee under the Pledge Agreement, as described in Item 6 of this Amendment No. 3. Upon the terms and subject to the conditions in the Purchase Agreement, the Company will purchase (i) 20,991,337 Warrants at $3.56 per warrant and (ii) 45,720,732 Common Shares at $14.25 per Common Share (together, the "Purchase"). The aggregate amount payable by the Company under the Purchase Agreement will be $733.0 million, including certain costs and expenses. Following the closing of the Purchase, CM Bermuda will have no remaining ownership interest the Company. The closing of the Purchase is expected to be completed on or before February 28, 2025. The Purchase Agreement contains customary representations, warranties and covenants of the parties. Consummation of the Purchase is subject only to the representations and warranties of each party being true and correct as of the closing date. The Purchase Agreement contemplates that payment thereunder be made in two tranches. The first payment of $250.0 million was made concurrently with the execution of the Purchase Agreement. At the closing of the Purchase, the Company will pay an additional $483.0 million to CM Bermuda. Under the terms of the Purchase Agreement, the Company will acquire all Securities at the closing. The Company has placed, and CM Bermuda has consented to, a stop transfer order on all of the Securities during the pendency of the transaction. CM Bermuda has also placed executed transfer delivery instructions and lien releases in respect of the Securities into escrow. In addition, the Purchase Agreement provides that, prior to closing, in the event that the board of directors of the Company (the "Board") has made a good faith determination that CM Bermuda or CCB (i) has transferred any Securities to anyone other than the Company, (ii) has instructed, or sought to cause the transfer of, any Securities to anyone other than the Company or (iii) has authorized or directed any lien to be placed on any of the Securities that would not be released by the terms of the escrowed lien releases or automatically upon consummation of the Purchase without any additional action by CM Bermuda or the Company (any of the foregoing an "Impermissible Transfer Event"), the Company can unilaterally direct the transfer of 17,070,147 Common Shares (the "Covered Securities") to the Company. CM Bermuda and CCB have agreed to pay the Company an aggregate of $250.0 million under certain circumstances where an Impermissible Transfer Event has occurred and the Purchase Agreement is subsequently terminated by the Company. If the conditions to closing of the Purchase are satisfied and the Company fails to make the second $483.0 million payment to CM Bermuda by February 28, 2025, the Purchase Agreement may be terminated by CM Bermuda and the Company will forfeit (A) the $250.0 million paid to CM Bermuda on December 30, 2024, and (B) the right to acquire any of the Securities (and, if applicable, must return any Covered Securities that have been acquired by the Company). In connection with the transactions contemplated by the Purchase Agreement, the parties have agreed that, effective and contingent upon the closing of the Purchase: (i) Meng Tee Saw will resign from the Board and each committee of the Board of which he is a member, and (ii) the Company and CM Bermuda will terminate that certain Investor Rights Agreement, dated as of February 26, 2021, by and between the Company and CM Bermuda (the "IRA"). CM Bermuda has placed an executed resignation letter and IRA termination agreement into escrow. Following the termination of the IRA, CM Bermuda will no longer have observer rights on the Board. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit I hereto and is incorporated by reference in its entirety into this Item 4.