Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this PINK Form of Acceptance and Transfer, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this PINK Form of Acceptance and Transfer.
Unless the context otherwise requires, terms used in this PINK Form of Acceptance and Transfer shall bear the same meanings as those defined in the accompanying composite offer and response document dated 6 January 2015 (the "Composite Document") jointly issued by Tempus Holdings (Hong Kong) Limited (the "Offeror") and OTO Holdings Limited (the "Company").
PINK FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE OPTION OFFER.
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 6880)
6880
PINK FORM OF ACCEPTANCE AND CANCELLATION OF THE OUTSTANDING SHARE OPTIONS OF OTO HOLDINGS LIMITED All parts should be completed � fi ±1 � � �
To: Company Secretary, OTO Holdings Limited
26/F, Pacific Plaza, 410 Des Voeux Road West, Hong Kong
410 26
FOR THE CONSIDERATION stated below, the "Optionholder(s)" named below hereby agree(s) to accept the Option Offer and to cancel the number of Share Options specified below subject to the terms and conditions contained herein and in the Composite Document. | ||
Number of Share Options(s) to be cancelled (Note) | FIGURES | WORDS j(.� |
OPTIONHOLDER(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Family name(s) or company name(s): | Forename(s): � |
OPTIONHOLDER(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Registered address: | |
OPTIONHOLDER(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Telephone Number: | |
CONSIDERATION | HK$1.47 in cash for cancellation of each Share Option with exercise price of HK$0.62 per Share 0.62 1.47 | |
Signed by or for and on behalf of the Optionholder(s) in the presence of:
Signature of witness
Name of witness
Address of witness Signature(s) of the Optionholder(s)/Company chop, if applicable
Occupation of witness �*
Date of submission of this PINK Form of
Acceptance and Transfer
ALL JOINT HOLDERS MUST
SIGN HERE
±1
Note: Insert the total number of Share Options for which the Option Offer is accepted. If no number is specified or if the total number of Share Options specified in this PINK Form of Acceptance and Transfer is greater than the Share Options tendered and you have signed this PINK Form of Acceptance and Transfer, you will be deemed to have accepted the Option Offer in respect of the Share Options as shall be equal to the number of the Share Options tendered by you. If the number specified in this PINK Form of Acceptance and Transfer is smaller than the Share Options tendered and you have signed this PINK Form of Acceptance and Transfer, you will be deemed to have accepted the Option Offer in respect of the Share Options equal to the number of the Share Options specified in this PINK Form of Acceptance and Transfer.
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* for identification purpose only
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THIS PINK FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of this PINK Form of Acceptance and Transfer or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
Quam Securities is making the Option Offer for and on behalf of the Offeror. The making of the Option Offer to the Overseas Optionholders may be affected by the laws of the relevant jurisdictions. The Overseas Optionholders should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice. It is the responsibilities of the Overseas Optionholders who wish to accept the Option Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Option Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due by such Overseas Optionholders in respect of such jurisdictions). Any acceptance of the Option Offer by the Overseas Optionholders will be deemed to constitute a representation and warranty from such person that the relevant local laws and regulatory requirements have been fully complied with by such person, and such acceptance shall be valid and binding in accordance with all applicable law.
This PINK Form of Acceptance and Transfer should be read in conjunction with the Composite Document.
HOW TO COMPLETE THIS PINK FORM OF ACCEPTANCE AND TRANSFER
The Option Offer is unconditional. Optionholders are advised to read carefully the Composite Document before deciding whether or not to accept the Option Offer. To accept the Option Offer made by Quam Securities on behalf of the Offeror, you should complete and sign this PINK Form of Acceptance and Transfer and forward this PINK Form of Acceptance and Transfer, by post or by hand, marked "OTO Holdings Limited - Option Offer"on the envelope, to the Company at 26/F, Pacific Plaza, 410 Des Voeux Road West, Hong Kong as soon as practicable, but in any event so as to reach the Company by no later than 4:00 p.m. on Tuesday, 27 January 2015 (or such later time and/or date as the Offeror may decide and announce, with the consent of the Executive, in accordance with the Takeovers Code). The provisions contained in Appendix I to the Composite Document are incorporated into and form part of this PINK Form of Acceptance and Transfer.
To: The Offeror and Quam Securities
PINK FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE OPTION OFFER
1. | My/O (a) | ur execution of this PINK Form of Acceptance and Transfer (whether or not such form is dated) will be binding on my/our successors and assignees, and will constitute: my/our irrevocable acceptance of the Option Offer made by Quam Securities on behalf of the Offeror and contained in the Composite Document for the consideration |
and on and subject to the terms therein and herein mentioned, in respect of the number of Share Options specified in this PINK Form of Acceptance and Transfer or, (i) if no number is specified or, the total number of Share Options specified is greater than the number of Share Options tendered, as supported by the certificate(s) and/or any other documents of title, I/we am/are deemed to have accepted the Option Offer in respect of the Share Options as shall be equal to the number of the Share Options, tendered by me/us, as supported by the certificate(s) of Share Option(s) and/or any other documents of title; and (ii) if the number specified in this PINK Form of Acceptance and Transfer is smaller than the number of Share Options tendered, as supported by the certificate(s) of Share Option(s) and/or any other documents of title, I/we am/are deemed to have accepted the Option Offer in respect of the Share Options as shall be equal to the number of the Share Options specified in this PINK Form of Acceptance and Transfer; | ||
(b) | my/our irrevocable instruction and authority to each of the Offeror and/or Quam Securities or their respective agent(s) to send a cheque crossed "Not negotiable - account payee only" drawn in my/our favour for the cash consideration to which I/we shall have become entitled under the terms of the Option Offer, by ordinary post at my/our risk to the person and the address stated below or, if no name and address is stated below, to me or the first-named of us (in the case of joint registered Optionholders) at the registered address shown in the register of Optionholders as soon as possible but in any event within 7 Business Days of the date of receipt by the Company of all the relevant documents to render the acceptance under the Option Offer complete and valid; | |
(Insert name and address of the person to whom the cheque is to be sent if different from the registered Optionholder or the first-named of joint registered Optionholders.) | ||
Name: (in block capitals) ..................................................................................................................................................................................................................................... | ||
Address: (in block capitals) ................................................................................................................................................................................................................................. | ||
............................................................................................................................................................................................................................................................................... | ||
(c) | my/our irrevocable instruction and authority to each of the Offeror and/or Quam Securities and/or the Company, and/or such person or persons as any of them may direct to complete and execute any document on my/our behalf in connection with my/our acceptance of the Option Offer and to do any other act that may be necessary or expedient for the purpose of cancelling my/our Share Option(s) tendered for acceptance of the Option Offer; | |
(d) | my/our undertaking to execute such further documents and to do such acts and things by way of further assurance as may be necessary or desirable to cancel my/our Share Option(s) tendered for acceptance under the Option Offer to the Offeror or such person or persons as it may be together with all rights attaching thereto with effect on or after the date of the Composite Document; | |
(e) | my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror and/or Quam Securities and/or the Company, and/or their respective agent(s) or such person or persons as any of them may direct on the exercise of any rights contained herein; | |
(f) | my/our irrevocable instruction and authority to the Offeror and/or Quam Securities or their respective agent(s) to collect from the Company on my/ our behalf the certificate(s) of the Share Option(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), which has/have been duly signed by me/us, and to deliver the same to the Company and to authorise and instruct the Company to hold such the certificate(s) of the Share Option(s) and/or any other documents of title subject to the terms and conditions of the Option Offer as if it/they were the certificate(s) of the Share Option(s) and/or any other documents of title delivered to the Company together with this PINK Form of Acceptance and Transfer; and | |
(g) | my/our appointment of the Offeror and/or Quam Securities as my/our attorney in respect of all the Share Option(s) to which this form relates, such power of attorney to take effect from the date and time on which the Option Offer is made and thereafter be irrevocable. |
2. I/We understand that acceptance of the Option Offer by me/us will be deemed to constitute a representation and warranty by me/us to the Offeror, Quam Securities and
the Company that (i) the number of Share Option(s) specified in this PINK Form of Acceptance and Transfer will be free from all liens, claims, charges, options, equities, encumbrances or other third party rights of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, the rights to receive all future dividends and/or other distributions (if any) declared, paid or made on or after the date on which the Option Offer is made, being the date of despatch of the Composite Document; and (ii) I/we have not taken or omitted to take any action which will or may result in the Offeror, Quam Securities, the Company or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Option Offer or his/her acceptance thereof, and am/are permitted under all applicable laws to receive and accept the Option Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws.
3. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Option Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease and in which event, I/we authorise and request you to return to me/us my/our relevant certificate(s) of Share Option(s) and/or transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), together with this PINK Form of Acceptance and Transfer duly cancelled, by ordinary post at my/our risk to the person and address stated in 1(b) above or, if no name and address is stated, to me or the first-named of us (in the case of joint registered Optionholders) at the registered address shown in the register of Optionholders.
Note: Where you have sent one or more receipt(s) and in the meantime the relevant certificate(s) of the Share Option(s) has/have been collected by the Offeror and/or Quam Securities and/or the Company and/
or any of their respective agent(s) from the Company on your behalf, you will be sent such certificate(s) of Share Option(s) in lieu of the transfer receipt(s).
4. I/We enclose the relevant the certificate(s) of Share Option(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the whole or part of my/our holding of Share Option(s) which are to be cancelled on the terms and conditions of the Option Offer. I/We understand that no acknowledgement of receipt of any PINK Form(s) of Acceptance and Transfer, certificate(s) of Share Option(s) and/or transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof) will be given. I/we further understand that all documents will be sent by ordinary post at my/our own risk.
5. I/We warrant and represent to you that I am/we are the registered Optionholder(s) of the number of Share Options specified in this PINK Form of Acceptance and Transfer and I/
we have the full right, power and authority to accept the Option Offer.
6. I/We warrant to the Offeror, Quam Securities and the Company that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the register of Optionholders in connection with my/our acceptance of the Option Offer, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities or legal requirements.
7. I/We warrant to the Offeror, Quam Securities and the Company that I/we shall be fully responsible for payment of any transfer or other taxes or duties payable in respect of the jurisdiction where my/our address is located as set out in the register of Optionholders in connection with my/our acceptance of the Option Offer.
8. I/We acknowledge that, save as expressly provided in the Composite Document and this PINK Form of Acceptance and Transfer, all acceptance, instructions, authorities and undertakings hereby given shall be irrevocable and unconditional.
9. I/We understand that no acknowledgement of cancellation of any Share Options will be given.
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Personal Information Collection Statement
This personal information collection statement informs you of the policies and practices of the Offeror, Quam Securities and the Company and in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the"Ordinance").
1. Reasons for the collection of your personal data
To accept the Option Offer for your Share Option(s), you must provide the personal data requested. Failure to supply the requested data may result in the processing of your acceptance being rejected or delayed. It may also prevent or delay the despatch of the consideration to which you are entitled under the Option Offer.
2. Purposes
The personal data which you provide on this PINK Form of Acceptance and Transfer may be used, held and/or stored (by whatever means) for the following purposes:
• p r o c e s s i n g y o u r a c c e p t a n c e a n d v e r i f i c a t i o n o r c o m p l i a n c e w i t h the terms and application procedures set out in this PINK Form of Acceptance and Transfer and the Composite Document;
• cancelling the Share Option(s) in your name;
• maintaining or updating the relevant register of Optionholders;
• conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
• distributing communications from the Offeror and/or Quam Securities and/or the Company and/or its agents, officers and advisers;
• compiling statistical information and the profiles of Optionholders;
• establishing benefit entitlements of the Optionholders;
• disclosing relevant information to facilitate claims on entitlements;
• making disclosures as required by laws, rules or regulations (whether statutory or otherwise);
• any other purpose in connection with the business of the Offeror, Quam
Securities or the Company; and
• any other incidental or associated purposes relating to the above and/or to enable the Offeror, Quam Securities and/or the Company to discharge their obligations to the Optionholders and/or regulators and other purpose to which the Optionholders may from time to time agree to or be informed of.
3. Transfer of personal data
The personal data provided in this PINK Form of Acceptance and Transfer will be kept confidential but the Offeror and/or Quam Securities and/or the Company may, to the extent necessary for achieving the purposes above or any of them, make such enquiries as they consider necessary to confirm the accuracy of the personal data and, in particular, they may disclose, obtain, transfer (whether within or outside Hong Kong) such personal data to, from or with any and all of the following persons and entities:
• the Offeror, Quam Securities, the Company and/or agents, officers and advisers;
• any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services to the Offeror and/or Quam Securities and/or the Company, in connection with the operation of their businesses;
• the Stock Exchange, the SFC and any regulatory or governmental bodies;
• any other persons or institutions with which you have or propose to have dealings, such as your bankers, solicitors, accountants or licensed securities dealers or registered institution in securities; and
• any other persons or institutions whom the Offeror and/or Quam Securities and/or the Company consider(s) to be necessary or desirable in the circumstances.
4. Retention of Personal Data
The Offeror, Quam Securities, the Company and the Registrar will keep the personal data provided in this form for as long as necessary to fulfil the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Ordinance.
5. Access and correction of personal data
The Ordinance provides you with rights to ascertain whether the Offeror and/ or Quam Securities and/or the Company hold(s) your personal data, to obtain a copy of that data, and to correct any data that is incorrect. In accordance with the Ordinance, the Offeror and/or Quam Securities and/or the Company have the right to charge a reasonable fee for the processing of any data access request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Offeror, Quam Securities or the Company (as the case may be).
BY SIGNING THIS PINK FORM OF ACCEPTANCE AND TRANSFER, YOU AGREE TO ALL OF THE ABOVE
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