CHINA RARE EARTH HOLDINGS LIMITED The whole of this document must be returned to be valid.
Provisional allotment letter no.
IMPORTANT
T H I S P R O V I S I O N A L A L L O T M E N T L E T T E R ( T H E " P A L " ) I S V A L U A B L E A N D T R A N S F E R A B L E A N D R E Q U I R E S Y O U R I M M E D I A T E A T T E N T I O N . T H E O F F E R C O N T A I N E D I N T H I S P R O V I S I O N A L A L L O T M E N T L E T T E R E X P I R E S A T
4:00 P.M. ON THURSDAY, 30 JULY 2015 (OR SUCH LATER DATE AS MENTIONED IN THE PARAGRAPH HEADED "EFFECT OF BAD WEATHER" OVERLEAF).
IF YOU ARE IN ANY DOUBT ABOUT THIS PAL OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, OTHER LICENSED DEALER IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR SHARES OF THE COMPANY, YOU SHOULD AT ONCE HAND THE PROSPECTUS AND THIS LETTER AND THE ACCOMPANYING EAF TO THE PURCHASER(S) OR THE TRANSFEREE(S) OR TO THE BANK, LICENSED SECURITIES DEALER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER(S) OR THE TRANSFEREE(S).
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 PAL, 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 PAL.
Capitalised terms used herein have the same meanings as those defined in the prospectus issued by China Rare Earth Holdings Limited dated 16 July 2015 (the "Prospectus" ) unless the context otherwise requires.
Dealings in the Shares, the Rights Shares in their nil-paid form and fully-paid form may be settled through CCASS and you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.
Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.
A copy of this PAL, together with a copy of the Prospectus and the documents specified in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix III to the Prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of these documents.
342C
If you wish to exercise your right to subscribe for all the Rights Shares specified in this PAL, you should lodge this PAL in accordance with the instructions printed herein, together with a remittance for the full amount payable on acceptance, with the Registrar, Computershare Hong Kong Investor Secvices Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong by no later than 4:00 p.m. on Thursday, 30 July 2015. All remittances must be made by cheque or banker' s cashier order in Hong Kong dollars. Cheques must be drawn on an account with, and banker' s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to "CHINA RARE EARTH HOLDINGS LIMITED - PRO VISIONAL ALLOTMENT ACCOUNT" and crossed "ACCOUNT PAYEE ONLY" .
183
17 1712-1716 CHINA RARE EARTH HOLDINGS LIMITED - PROVISIONAL ALLOTMENT ACCOUNT
Registrar:
Computershare Hong Kong Investor Services Limited Shops 1712-1716,
17/F, Hopewell Centre,
183 Queen' s Road East, Wanchai, Hong Kong
183
17 1712-1716
中 國 稀 土 控 股 有 限 公 司 China Rare Earth Holdings Limited (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 769)f. 769
RIGHTS ISSUE OF 669,057,222 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$0.60
EACH ON THE BASIS OF TWO RIGHTS SHARES
FOR EVERY FIVE EXISTING SHARES HELD ON THE RECORD DATE
0.60
669,057,222
PAYABLE IN FULL ON ACCEPTANCE BY NO LATER THAN 4:00 P.M.
ON THURSDAY, 30 JULY 2015
PROVISIONAL ALLOTMENT LETTER
Registered office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
15/F, Club Lusitano,
16 Ice House Street, Central
Hong Kong
16
15
16 July 2015
Name(s) and address of the Qualifying Shareholder(s) iì i � * i ;g ,& -t ll:
Name of bank on which cheque/banker' s cashier order is drawn:
Cheque/banker' s cashier order number:
Contact telephone no:
Box A
Box B
Box C
HK$
Number of Shares registered in your name(s) on Friday, 10 July 2015:
;g
Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by no later than 4:00 p.m. on
Thursday, 30 July 2015:
Total subscription money payable
It should be noted that Shares have been dealt in on an ex-rights basis from Monday, 6 July 2015. Dealings in the Rights Shares in the nil-paid form will take place from Monday, 20 July 2015 to Monday, 27 July 2015 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or waived (as applicable) or the Underwriter exercises its rights to terminate the Underwriting Agreement on or before 4:00 p.m. on Friday, 31 July 2015 (or such later time and/or date as the Company and the Underwriter may determine in writing), the Rights Issue will not proceed.
Any Shareholders or persons contemplating buying or selling Shares from now up to the date on which all the conditions of the Rights Issue are fulfilled or wavied (as applicable) and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases, and any dealings in the Rights Shares in their nil-paid form between Monday, 20 July 2015 and Monday, 27 July 2015 (both days inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed.
Any Shareholders or other persons contemplating dealing in the Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.
It should be noted that the Underwriting Agreement contains provisions granting VMS Securities Limited the right to terminate the Underwriting Agreement on the occurrence of certain events, which have been set out in the paragraph headed "Termination of the Underwriting Agreement" in the "Letter from the Board" of the Prospectus. If the Underwriting Agreement is terminated by VMS Securities Limited prior to the Latest Time for Termination (being 4:00 p.m. on Friday, 31 July 2015 or such later time as may be agreed between the Company and the Underwriter) or does not become unconditional, the Rights Issue will not proceed.
NO RECEIPT WILL BE GIVEN
IN THE EVENT OF A TRANSFER OF RIGHTS TO SUBSCRIBE FOR RIGHTS SHARE(S) REPRESENTED BY THIS DOCUMENT, HONG KONG AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR A TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO HONG KONG AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF HONG KONG AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF THIS DOCUMENT.
(To be completed and signed only by the Qualifying Shareholder(s) who wish(es) to transfer all of his/her/its/their right(s) to subscribe for the Rights Shares comprised herein)
To the Directors
China Rare Earth Holdings Limited
Dear Sirs and Madams,
I/We hereby transfer all of my/our rights to subscribe for the Rights Shares comprised in this PAL to the person(s) accepting the same and signing the registration application form (Form C) below.
1. 2. 3. 4. Signature(s) of Shareholder(s) (all joint Shareholders must sign)
Date
Note: Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe for the Rights Shares.
(To be completed and signed only by the person(s) to whom the rights to subscribe for the Rights Shares have been transferred)
To the Directors
China Rare Earth Holdings Limited
Dear Sirs and Madams,
I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s) and I/we agree to accept the same on the terms embodied in this PAL and the Prospectus and subject to the articles of association of the Company.
Existing Shareholder(s) Please mark "X" in this box X | |||
To be completed in block letters in ENGLISH. Joint applicants should give address of the first-named applicant only. | |||
Name in English | Family name/Company name � | Other names '= | Name in Chinese |
Name continuation and/or names of joint applicants in English (if required) $ | |||
Name continuation and/or names of joint applicants in English (if required) $ | |||
Address in English (joint applicants should give one address only) | |||
Address in English (joint applicants should give one address only) | |||
Address in English (joint applicants should give one address only) | |||
Occupation | Telephone no. | ||
Dividend instructions i! ta | |||
Name and address of bank | Bank account Number t1 | ||
Name and address of bank | BANK | BRANCH | ACCOUNT |
Name and address of bank |
1. 2. 3. 4. Signature(s) of applicant(s) (all joint applicants must sign)
Date
Note: Hong Kong stamp duty is payable in connection with the acceptance of the rights to subscribe for the Rights Shares.
中 國 稀 土 控 股 有 限 公 司
China Rare Earth Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 769)Dear Qualifying Shareholder(s),
INTRODUCTION
In accordance with the terms set out in the Prospectus accompanying this PAL, the Directors have provisionally allotted to you Rights Shares on the basis of two Rights Shares for every five existing Shares held and registered in your name(s) on Friday, 10 July 2015. Your holding of Shares as at Friday, 10 July 2015 is set out in Box A and the number o f Rights Shares provisionally allotted to you is set out in Box B. Terms defined in the Prospectus have the same meanings herein unless the context requires otherwise.
The Rights Shares, when allotted, issued and fully paid, will rank pari passu with the then existing Shares in issue on the date of allotment of the Rights Shares in the fully-paid form in all respects. Holders of such Rights Shares will be entitled to receive all future dividends and distributions which are declared the record date of which is after the date of allotment and issue of the Rights Shares in the fully-paid form.
The Prospectus and the related application forms have not been and will not be registered or filed under any applicable securities or equivalent legislation of any jurisdictions other than Hong Kong.
No action has been taken to permit the offering of the Rights Shares, or the distribution of the Prospectus or any of the related application forms, in any territory or jurisdiction outside Hong Kong. Accordingly, no person receiving a copy of the Prospectus or any of the related application forms in any territory or jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements.
It is the responsibility of any person (including but without limitation to nominee, agent and trustee) receiving a copy of the Prospectus or any of the related application forms outside Hong Kong and wishing to take up the Rights Shares under the Prospectus to satisfy himself/herself/itself as to the full observance of the laws and regulations of all the relevant jurisdiction including the obtaining of any governmental or other consents for observing any other formalities which may be required in such territory or jurisdiction, and to pay any taxes, duties and other amounts required to be paid in such territory or jurisdiction in connection therewith. Any acceptance by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been complied with. If you are in any doubt as to your position, you should consult your professional advisers. For the avoidance of doubt, HKSCC Nominees Limited, who subscribes for the Ri ghts Shares on behalf of CCASS Participants, is not subject to any of the above representations and warranties. The Company reserves the right to refuse to permit any Qualifying Shareholder to take up nil-paid Rights Shares or apply for excess Rights Shares where it believes that doing so would violate applicable securities legislations or other laws or regulations of any jurisdiction.
PROCEDURE FO R APPLICATION AND PAYMENT
To take up your provisional entitlement in full you must lodge the whole of this PAL intact with the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong together with a remittance for the full amount payable on acceptance, as set out in Box C, so as to be received by the Registrar no later than 4:00 p.m. on Thursday, 30 July 2015 (or under bad weather conditions, such later date as mentioned in the paragraph headed "Effect of bad weather" below). All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, or banker' s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to "CHINA RARE EARTH HOLDINGS LIMITED - PROVISIONAL ALLOTMENT ACCOUNT" and crossed "ACCOUNT PAYEE ONLY" . Such payment will constitute acceptance of the terms of this PAL and the Prospectus and subject to the articles of association of the Company. No receipt will be issued for sums received on application. Share certificate(s) for any Rights Shares in respect of which the application is accepted will be sent to the Qualifying Shareholders, and in the case of joint Qualifying Shareholders, to the first-named Qualifying Shareholders, by ordinary post at their own risk at the address stated overleaf on or before Friday,
7 August 2015.
It should be noted that unless this PAL, together with the appropriate remittance for the amount shown in Box C, has been lodged as described above by no later than 4:00 p.m. on Thursday, 30 July 2015 (or, under bad weather conditions, such later date as mentioned in the paragraph headed "Effect of bad weather" below), this PAL and all rights hereunder will be deemed to have been declined and the relevant Rights Shares will be cancelled. The Company may (at its sole discretion but without obligation) treat a PAL (lodged as mentioned above) as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.
APPLICATION FOR EXCESS RIGHTS SHARES
Qualifying Shareholders are entitled to apply for any unsold Rights Shares created by adding together fractions of the Rights Shares and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders.
Application for excess Rights Shares should be made by completing and signing the EAF enclosed with the Prospectus for excess Rights Shares and lodging the same with a separate remittance for the full amount payable in respect of the excess Rights Shares being applied for in accordance with the instructions printed thereon, with the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong by no later than 4:00 p.m. on Thursday, 30 July 2015. All remittances must be made in Hong Kong dollars and cheques must be drawn on an account with, or banker' s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to "CHINA RARE EARTH HO LDINGS LIMITED - EXCESS APPLICATION ACCOUNT" and crossed "ACCOUNT PAYEE ONLY" . The Registrar will notify the Qualifying Shareholders of any allocation of the excess Rights Shares made to them.
TRANSFER
If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you hereunder, you must complete and sign the form of transfer and nomination (Form B) and hand this PAL to the person(s) to or through whom you are transferring your rights. The transferee(s) must then complete and sign the registration application form (Form C) and lodge this PAL intact together with a remittance for the full amount payable on acceptance as set out in Box C with the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong so as to be received by no later than 4:00 p.m. on Thursday,
30 July 2015. It should be noted that Hong Kong stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares and the acceptance by the transferee(s) of such rights.
SPLITTING
If you wish to accept only part of your provisional allotment or transfer part of your rights to subscribe for the Rights Shares provisionally allotted hereunder, or to transfer your rights to more than one person, the original PAL must be surrendered and lodged for cancellation by no later than 4:00 p.m. on Wednesday, 22 July 2015 with the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong, who will cancel the original PAL and issue new PALs in the denominations required, which will be available for collection at the Registrar after 9:00 a.m. on the second Business Day after your surrender of the original PAL.
FRACTIONS OF RIGHTS SHARES
The Company will not provisionally allot fractions of Rights Shares. All fractions of Rights Shares will be aggregated and all nil-paid Rights Shares arising from such aggregation will be sold in the market if a premium (net of expenses)
can be achieved, and the Company will retain the proceeds from such sale(s). Any unsold fractions of Rights Shares will be made available for excess application.
EFFECT OF BAD WEATHER
The latest time for acceptance and payment for the Rights Shares and for application and payment for excess Rights Shares, will not take effect if there is a tropical cyclone warning signal no. 8 or above, or a "black" rainstorm warning (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Time for Acceptance, in such case the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be extended to 5:00 p.m. on the same Business Day; or (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Time for Acceptance, in such case the latest time of acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m..
If the latest time for acceptance and payment for the Rights Shares and for application and payment for excess Rights Shares does not take place on the Latest Time for Acceptance, the dates mentioned in this section may be affected. The Company will notify Shareholders by way of announcements of any changes to the expected timetable as soon as practicable.
TERMINATION OF THE UNDERWRITING AGREEMENT
It should be noted that the Underwriting Agreement contains provisions granting VMS Securities Limited the right to terminate the Underwriting Agreement on the occurrence of certain events, which have been set out in the paragraph headed "Termination of the Underwriting Agreement" in the "Letter from the Board" of the Prospectus. If the Underwriting Agreement is terminated by VMS Securities Limited prior to the Latest Time for Termination (being 4:00 p.m. on Friday, 31 July 2015 or such later time as may be agreed between the Company and the Underwriter) or does not become unconditional, the Rights Issue will not proceed.
WARNING OF THE RISK OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES
It should be noted that the Shares have been dealt in on an ex-rights basis from Monday, 6 July 2015. Dealings in the Rights Shares in the nil-paid form will take place from Monday, 20 July 2015 to Monday, 27 July 2015 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or waived (as applicable) on or before 4:00 p.m. Friday, 31 July 2015 (or such later time and/or date as the Company and the Underwriter may determine in writing), the Rights Issue will not proceed.
Any Shareholders or persons contemplating buying or selling Shares from now up to the date on which all the conditions of the Rights Issue are fulfilled or waived (as applicable) and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases, and any dealings in the Rights Shares in their nil-paid form between Monday, 20 July 2015 and Monday, 27 July 2015 (both days inclusive), bear the risk that the Rights Issue may not become unconditional or may not proceed.
Any Shareholders or other persons contemplating dealing in the Shares or nil-paid Rights Shares are recommended to consult their own professional advisers.
CHEQUES AND BANKER' S CASHIER ORDERS
All cheques and banker' s cashier orders will be presented for payment upon receipt and all interests earned on such monies (if any) will be retained for the benefit of the Company. Completion and lodgement of this PAL together with a cheque or banker' s cashier order in payment of the Rights Shares applied for will constitute a warranty that the cheque or banker' s cashier order will be honoured upon first presentation. If any cheque or banker' s cashier order is not honoured upon first presentation, this PAL is liable to be rejected, and in that event your assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled.
CERTIFICATES FOR THE RIGHTS SHARES
It is expected that certificates for the fully-paid Rights Shares will be despatched by ordinary post to those entitled thereto to their registered addresses at their own risk on or before Friday, 7 August 2015. One share certificate will be issued for all the Rights Shares allotted to an applicant.
GENERAL
Lodgement of the PAL with, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive split provisional letters of allotment and/or certificates for the Rights Shares.
All documents, including cheques for the amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses.
The terms and conditions relating to application for the Rights Shares as contained in the Prospectus shall apply. The PAL and any application for the excess Rights Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong.
Copies of the Prospectus giving details of the Rights Issue are available at the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong
Kong during normal business hour until Thursday, 30 July 2015.
By completing, signing and submitting the forms accompanying the PAL, you agree to disclose to the Company and/or the Registrar and their respective advisers and agents personal data and any information which they require about you or the person(s) for whose benefit you have made the acceptance of the provisional allotment of Rights Shares. The Personal Data (Privacy) Ordinance provides the holders of securities with rights to ascertain whether the Company or the Registrar holds their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. In accordance with the Personal Data (Privacy) Ordinance, the Company and 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 Company, at the Registrar' s office at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen' s Road East, Wanchai, Hong Kong or as notified from time to time in accordance with applicable law, for the attention of the Company Secretary or (as the case may be) the Registrar.
For and on behalf of the Board China Rare Earth Holdings Limited Jiang Quanlong
Chairman
|
distributed by
|
