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 WHITE 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 WHITE Form of Acceptance and Transfer.
Unless the context otherwise requires, terms used in this WHITE 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").
WHITE FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE SHARE OFFER.
Hong Kong branch share registrar and transfer office:
Boardroom Share Registrars (HK) Ltd.
- 31/F, 148 Electric Road, North Point, Hong Kong
-
14831
OTO HOLDINGS LIMITED(Incorporated in Cayman Islands with limited liability)
(Stock Code: 6880)
6880
WHITE FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARES OF US$0.01 EACH IN THE ISSUED SHARE CAPITAL OF OTO HOLDINGS LIMITED0.01
All parts should be completedFOR THE CONSIDERATION stated below, the "Transferor(s)" named below hereby transfer(s) to the "Transferee" named below the Share(s) held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Composite Document, and the Transferee hereby agrees to accept and hold the Share(s) subject to such terms and conditions. | ||
Total Number of Share(s) to be transferred (Note) | FIGURES | WORDS jc� |
Share certificate number(s) | ||
TRANSFEROR(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Family name(s) or company name(s): | Forename(s): � |
TRANSFEROR(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Registered address: | |
TRANSFEROR(S) name(s) and address in full (EITHER TYPEWRITTEN OR WRITTEN IN BLOCK CAPITALS) � � | Telephone Number: | |
CONSIDERATION | HK$2.09 in cash for each Share 2.09 | |
TRANSFEREE | Name: Tempus Holdings (Hong Kong) Limited ( ) Correspondence address: Room 1110B2, 11th Floor, Tower 2, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong 33 2 11 1110B2 Occupation: Corporation �� | |
Signed by the Transferor(s) in the presence of:
SIGNATURE OF WITNESS
NAME OF WITNESS
Address of witness Signature(s) of Transferor(s)/Company chop, if applicable
ALL JOINT REGISTERED HOLDERS MUST
SIGN HERE
Occupation of witness ��
Date of submission of this White Form of
Acceptance and Transfer
Do not complete �WSigned by or for and on behalf of the Transferee in the presence of: For and on behalf of
SIGNATURE OF WITNESS
Tempus Holdings (Hong Kong) Limited
()
NAME OF WITNESS
Address of witness
Occupation of witness ��
Date of Transfer
Signature of Transferee or its duly authorised agent(s)
Note: Insert the total number of Shares for which the Share Offer is accepted. If no number is specified or if the total number of Shares specified in this WHITE Form of Acceptance and Transfer is greater than the Shares tendered and you have signed this WHITE Form of Acceptance and Transfer, you will be deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares tendered by you. If the number specified in this WHITE Form of Acceptance and Transfer is smaller than the Shares tendered and you have signed this WHITE Form of Acceptance and Transfer, you will be deemed to have accepted the Share Offer in respect of the Shares equal to the number of the Shares specified in this WHITE Form of Acceptance and Transfer.
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* for identification purpose only
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THIS WHITE FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of this WHITE 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.
If you have sold or otherwise transferred all your Share(s), you should at once hand this WHITE Form of Acceptance and Transfer and the accompanying Composite Document to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Quam Securities is making the Share Offer for and on behalf of the Offeror. The making of the Share Offer to the Overseas Shareholders may be affected by the laws of the relevant jurisdictions. The Overseas Shareholders should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice. It is the responsibilities of the Overseas Shareholders who wish to accept the Share 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 Share 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 Shareholders in respect of such jurisdictions). Any acceptance of the Share Offer by the Overseas Shareholders 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. For the avoidance of doubt, neither Hong Kong Securities Clearing Company Limited nor HKSCC Nominees Limited will give, or be subject to, any of the above representation and warranty.
This WHITE Form of Acceptance and Transfer should be read in conjunction with the Composite Document.
HOW TO COMPLETE THIS WHITE FORM OF ACCEPTANCE AND TRANSFER
The Share Offer is unconditional. Shareholders are advised to read carefully the Composite Document before deciding whether or not to accept the Share Offer. To accept the Share Offer made by Quam Securities on behalf of the Offeror to acquire your Share(s) at a cash price of HK$2.09 per Share, you should complete and sign this WHITE Form of Acceptance and Transfer and forward this WHITE Form of Acceptance and Transfer, together with the relevant Share certificate(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 number of Share(s) in respect of which you wish to accept the Share Offer, by post or by hand, marked "OTO Holdings Limited - Share Offer" on the envelope, to the Registrar, Boardroom Share Registrars (HK) Ltd at 31/F, 148 Electric Road, North Point, Hong Kong as soon as practicable, but in any event so as to reach the Registrar 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 WHITE Form of Acceptance and Transfer.
WHITE FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE SHARE OFFER
To: The Offeror and Quam Securities
1. My/Our execution of this WHITE Form of Acceptance and Transfer (whether or not such form is dated) will be binding on my/our successors and assignees, and will constitute:
(a) my/our irrevocable acceptance of the 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 Shares specified in this WHITE Form of Acceptance and Transfer or, (i) if no number is specified or, the total number of Shares specified is greater than the number of Shares tendered, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title (and/or satisfactory indemnity or indemnities required in respect thereof), I/we am/are deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares tendered by me/us, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title; and (ii) if the number specified in this WHITE Form of Acceptance and Transfer is smaller than the number of Shares tendered, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title, I/we am/are deemed to have accepted the Share Offer in respect of the Shares as shall be equal to the number of the Shares specified in this WHITE 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 Share Offer after deducting all seller's(s') ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Share 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 Shareholders) at the registered address shown in the register of members of the Company as soon as possible but in any event within 7 Business Days of the date of receipt by the Registrar of all the relevant documents to render the acceptance under the Share Offer complete and valid;
(Insert name and address of the person to whom the cheque is to be sent if different from the registered Shareholder or the first-named of joint registered Shareholders.)
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 such person or persons as any of them may direct for the purpose, on my/our
behalf, to make and execute the contract note as required by Section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) to be made and executed by me/us as the seller(s) of the Share(s) to be sold by me/us under the Share Offer and to cause the same to be stamped and to cause an endorsement to be made on this WHITE Form of Acceptance and Transfer in accordance with the provisions of that Ordinance;
(d) my/our irrevocable instruction and authority to each of the Offeror and/or Quam Securities 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 Share Offer and to do any other act that may be necessary or expedient for the purpose of vesting in the Offeror and/or such person or persons as it may direct my/our Share(s) tendered for acceptance of the Share Offer;
(e) 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 transfer my/our Share(s) tendered for acceptance under the Share Offer to the Offeror or such person or persons as it may direct fully paid and 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 Share Offer is made, being the date of despatch of the Composite Document;
(f) 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 their respective agent(s) or such person or persons as any of them may direct on the exercise of any rights contained herein;
(g) my/our irrevocable instruction and authority to the Offeror and/or Quam Securities or their respective agent(s) to collect from the Registrar on my/our behalf the Share certificate(s) in respect of the Share(s) due to be issued to me/us in accordance with, and against surrender of, the enclosed transfer receipt(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 Registrar and to authorise and instruct the Registrar to hold such Share certificate(s) subject to the terms and conditions of the Share Offer as if it/they were Share certificate(s) delivered to the Registrar together with this WHITE Form of Acceptance and Transfer; and
(h) my/our appointment of the Offeror and/or Quam Securities as my/our attorney in respect of all the Share(s) to which this form relates, such power of attorney to take effect from the date and time on which the Share Offer is made and thereafter be irrevocable.
2. I/We understand that acceptance of the Share Offer by me/us will be deemed to constitute a representation and warranty by me/us to the Offeror and Quam Securities that (i) the number of Share(s) specified in this WHITE Form of Acceptance and Transfer will be sold fully paid and 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 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 or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Share Offer or his/her acceptance thereof, and am/are permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws. For the avoidance of doubt, neither Hong Kong Securities Clearing Company Limited nor HKSCC Nominees Limited will give, or be subject to, any of the above representation and warranty.
3. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share 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 Share certificate(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 WHITE 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 Shareholders) at the registered address shown in the register of members of the Company.
Note: Where you have sent one or more transfer receipt(s) and in the meantime the relevant Share certificate(s) has/have been collected by the Offeror and/or Quam Securities and/or any of their respective agent(s) from the Company or the Registrar on your behalf, you will be sent such Share certificate(s) in lieu of the transfer receipt(s).
4. I/We enclose the relevant Share certificate(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(s) which are to be held by you on the terms and conditions of the Share Offer. I/We understand that no acknowledgement of receipt of any WHITE Form(s) of Acceptance and Transfer, Share certificate(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 to me/us by ordinary post at my/our own risk.
5. I/We warrant and represent to you that I am/we are the registered Shareholder(s) of the number of Shares specified in this WHITE Form of Acceptance and Transfer and I/we have the full right, power and authority to sell and pass the title and ownership of my/our Share(s) to the Offeror by way of acceptance of the Share Offer.
6. I/We warrant to the Offeror and the Company that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the register of members of the Company in connection with my/our acceptance of the Share 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 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 members of the Company in connection with my/our acceptance of the Share Offer.
8. I/We acknowledge that, save as expressly provided in the Composite Document and this WHITE Form of Acceptance and Transfer, all acceptance, instructions, authorities and undertakings hereby given shall be irrevocable and unconditional.
9. I/We irrevocably undertake, represent, warrant and agree to and with the Offeror, Quam Securities and the Company (so as to bind my/our successors and assignees) that in respect of the Shares which are accepted or deemed to have been accepted under the Share Offer, which acceptance has not been validly withdrawn, and which have not been registered in the name of the Offeror or as it may direct, to give:
(a) an authority to the Company and/or its agents from me/us to send any notice, circular, warrant or other document or communication which may be required to be sent to me/us as a member of the Company (including any Share certificate(s) and/or other document(s) of title issued as a result of conversion of such Shares into certificated form) to the attention of the Offeror at the Registrar at 31/F, 148 Electric Road, North Point, Hong Kong;
(b) an irrevocable authority to the Offeror or its agents to sign any consent to short notice of any general meeting of the Company on my/our behalf and/or to attend an/or to execute a form of proxy in respect of such Shares appointing any person nominated by the Offeror to attend such general meeting (or any adjournment thereof) and to exercise the votes attaching to such Shares on my/our behalf, such votes to be cast in a manner to be determined at the sole discretion of the Offeror; and
(c) my/our agreement not to exercise any such rights without the consent of the Offeror and my/our irrevocable undertaking not to appoint a proxy for, or to attend any, such general meeting and subject as aforesaid, to the extent I/we have previously appointed a proxy, other than the Offeror or its nominee or appointee, for or to attend or to vote at the general meeting of the Company, I/we hereby expressly revoke such appointment.
For the avoidance of doubt, neither Hong Kong Securities Clearing Company Limited nor HKSCC Nominees Limited will give, or be subject to, any of the above representation and warranty.
10. I/We acknowledge that my/our Shares sold to the Offeror by way of the Share Offer will be registered under the name of the Offeror and/or or its nominee(s).
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PERSONAL DATAPersonal Information Collection Statement
This personal information collection statement informs you of the policies and practices of the Offeror, Quam Securities and the Registrar 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 Share Offer for your Share(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 Share Offer.
2. Purposes
The personal data which you provide on this WHITE Form of Acceptance and Transfer may be used, held and/or stored (by whatever means) for the following purposes:
• processing your acceptance and verification or compliance with the terms and application procedures set out in this WHITE Form of Acceptance and Transfer and the Composite Document;
• registering transfers of the Share(s) out of your name(s);
• maintaining or updating the relevant register of members of the Share(s);
• conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
• d i s t r i b u t i n g c o m m u n i c a t i o n s f r o m t h e O f f e r o r a n d/o r t h e Q u a m Securities and/or the Company and/or its agents, officers, advisers and the Registrar;
• compiling statistical information and Shareholder profiles;
• establishing benefit entitlements of the Shareholders;
• 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, the Company or the Registrar; and
• any other incidental or associated purposes relating to the above and/ or to enable the Offeror, Quam Securities and/or the Company and/or the Registrar to discharge their obligations to the Shareholders and/or regulators and other purpose to which the Shareholders may from time to time agree to or be informed of.
3. Transfer of personal data
The personal data provided in this WHITE Form of Acceptance and Transfer will be kept confidential but the Offeror and/or Quam Securities and/or the Company and/or the Registrar 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 their agents, officers advisers and the Registrar;
• 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 and/ or the Registrar, 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 and/or the Registrar 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 and/or the Registrar 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 and/or the Registrar 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, the Company or the Registrar (as the case may be).
BY SIGNING THIS WHITE FORM OF ACCEPTANCE AND TRANSFER, YOU AGREE TO ALL OF THE ABOVE.
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