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 Form of Acceptance, 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 Form of Acceptance.

香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本接納表格之內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示概不對因本接 納表格全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。

Unless the context otherwise requires, all words and expressions used in this Form of Acceptance shall bear same meanings as defined in the composite document dated 28 August 2020 (the "Composite Document") jointly issued by Atlas Keen Limited and CST Group Limited.

除文義另有所指外,本接納表格所用所有詞彙與Atlas Keen Limited與中譽集團有限公司於二零二零年八月二十八日聯合刊發的綜合文件(「綜合文件」)所界定者具有相同涵義。

FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE OFFER.

閣下如欲接納要約,請使用本接納及轉讓表格。

(於開曼群島註冊成立之有限公司)

(股份代號:985

FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S)

OF HK$0.10 EACH IN THE ISSUED SHARE CAPITAL OF CST GROUP LIMITED

中譽集團有限公司已發行股本中每股面值0.10港元

之普通股的接納及轉讓表格

To be completed in full 每項均須填寫

Hong Kong branch share registrar and transfer office: Tricor Tengis Limited (the "Registrar")

香港股份過戶及登記分處:卓佳登捷時有限公司(「過戶登記處」)

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong

香港皇后大道東183號合和中心54

You must

FOR THE CONSIDERATION stated below, the "Transferor(s)" named below does/do hereby transfer(s) to the "Transferee" named below the Share(s) of HK$0.10 each held by

insert the total

the Transferor(s) specified below, upon and subject to the terms and conditions contained herein and in the accompanying Composite Document.

number of

根據本表格及隨附的綜合文件載列的條款及條件,下述「轉讓人」謹此按下列代價,向下述「承讓人」轉讓以下註明的轉讓人持有的每股面值0.10 港元的股份。

Share(s) for

Number of Shares to be

FIGURES

WORDS

which the Offer

transferred(Note)

數目

大寫

is accepted.

將予轉讓的股份數目(附註)

(Note)

閣下必須填上

Share certificate number(s)

接納要約之

股票號碼

股份總數。

(附註)

TRANSFEROR(S)

Surname(s) or Company name(s)

Forename(s)

name(s) and address(es) in full

姓氏或公司名稱

名字

轉讓人全名及詳細地址

Registered address

(EITHER TYPE-WRITTEN

登記地址

OR WRITTEN IN BLOCK

LETTERS)

請用打字機或正楷填寫

Telephone number

電話號碼

CONSIDERATION

HK$0.028 in cash for each Share

代價

每股股份現金0.028港元

Name 名稱:

Atlas Keen Limited

TRANSFEREE

Correspondence address 通訊地址: Rooms 4501-05, 45th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

承讓人

香港灣仔港灣道26號華潤大廈454501-05

Occupation 職業:

Corporation 法團

Signed by or on behalf of the Transferor(s) in the presence of:

轉讓人或其代表在下列見證人見證下簽署:

Signature of witness

見證人簽署

Name of witness 見證人姓名

Address of witness

見證人地址

Occupation of witness

見證人職業

Signature(s) of Transferor(s) or its duly authorised agent(s)/

Company chop, if applicable

轉讓人或其正式授權代理人簽署公司印鑑(如適用)

Date of submission of this Form of Acceptance

提交本接納表格之日期

ALL JOINT REGISTERED HOLDERS MUST SIGN HERE

所有聯名登記 持有人均須於 本欄個別簽署

Do not complete 請勿填寫本欄

Signed by or on behalf of the Transferee in the presence of:

For and on behalf of 為及代表

承讓人或其代表在下列見證人見證下簽署:

Atlas Keen Limited

Signature of witness

見證人簽署

Name of witness

見證人姓名

Address of witness

見證人地址

Occupation of witness

Signature of Transferee or its duly authorised agent(s)

見證人職業

承讓人或其正式授權代理人簽署

Date of transfer

過戶日期

Note: Insert the total number of Shares for which the Offer is accepted. If no number is specified or the number of Shares specified in this Form of Acceptance is greater or smaller than those represented by the Share certificate(s) tendered for acceptance of the Offer, this Form of Acceptance will be returned to you for correction. Any corrected and valid Form of Acceptance must be re-submitted and received by the Registrar on or before the latest time of acceptance of the Offer in order for it to be counted towards fulfilling the acceptance conditions.

附註: 請填上接納要約之股份總數。倘若本接納表格上並無註明股份數目,或本接納表格上註明之股份數目大於或少於就接納要約所提交之股份數目,本接納表格將退回給 閣下 以作更正。任何經更正及有效之接納表格須於接納要約之最後限期或之前向過戶登記處再行提交且由過戶登記處收訖方可被視為滿足接納條件。

THIS FORM OF ACCEPTANCE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of this Form of Acceptance 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 Form of Acceptance 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).

Get Nice Securities is making the Offer for and on behalf of the Offeror. Overseas Shareholders who wish to participate in the Offer are subject to, and may be affected by the applicable laws and regulations of the relevant jurisdiction. 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 Offer to satisfy themselves as to the full observance of the applicable laws, regulations, requirements and restrictions of their relevant jurisdictions in connection with acceptance of the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with the other necessary formalities and the payment of any issue, transfer or other fares due from such Overseas Shareholders in such jurisdictions. The Offeror, Get Nice Securities, the Company, any of their respective directors and professional advisers and all persons involved in the Offer shall be entitled to be fully indemnified and held harmless by the Overseas Shareholders for any taxes such Overseas Shareholders may be required to pay. Acceptance of the Offer by you will constitute a representation and warranty from you to the Offeror that you have observed and are permitted under all applicable laws to accept the Offer, and any revision thereof, and such acceptance shall be valid and binding in accordance with all applicable laws.

This Form of Acceptance should be read in conjunction with the accompanying Composite Document.

HOW TO COMPLETE THIS FORM OF ACCEPTANCE

The Offer is conditional. Shareholders are advised to read the Composite Document before completing this Form of Acceptance. To accept the Offer made by Get Nice Securities for and on behalf of the Offeror to acquire your Share(s), you should complete and sign this Form of Acceptance overleaf and forward this entire form, together with the relevant share certificate(s) and/ or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), for the whole or in respect of part of your holding of Share(s) or if applicable, for not less than the number of the Shares in respect of which you intend to accept the Offer, by post or by hand, to the Registrar, Tricor Tengis Limited, Level 54,

Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on Friday, 18 September 2020 (Hong Kong time) or such later time(s) and/or date(s) as the Offeror may determine and announce in accordance with the Takeovers Code. The provisions of Appendix I to the Composite Document are incorporated into and form part of this Form of Acceptance.

Warning: If you are holding the Shares on behalf of another person as nominee or otherwise, you should refer to the section headed "1. PROCEDURES FOR ACCEPTANCE" in Appendix I to the Composite Document in particular as to the matters which you should consider.

FORM OF ACCEPTANCE IN RESPECT OF THE OFFER

To: The Offeror, the Company and Get Nice Securities

  1. My/Our execution of this Form of Acceptance shall be binding on my/our successors and assignees, and shall constitute:
    1. my/our irrevocable acceptance of the Offer made by Get Nice Securities for and on behalf of the Offeror, as contained in the Composite Document, for the consideration and on and subject to the terms and conditions therein and herein mentioned, in respect of the number of Shares specified in this Form of Acceptance;
    2. my/our irrevocable instruction and authority to each of the Offeror, Get Nice Securities and/or their respective agent(s) to collect from the Company or the Registrar on my/ our behalf the share certificate(s) in respect of the Shares due to be issued to me/us in accordance with, and against delivery of, the enclosed transfer receipt(s) and/or other document(s) of title (if any) (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 Offer, as if it/they were delivered to the Registrar together with this Form of Acceptance;
    3. my/our irrevocable instruction and authority to each of the Offeror and/or Get Nice 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 (rounding up to the nearest cent) to which I/we shall have become entitled to under the terms of the Offer (less seller's ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Offer), by ordinary post at my/our risk to the person named at 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 within seven Business Days following the later of (i) the date of the receipt of all the relevant documents by the Registrar to render the acceptance under the Offer complete and valid; and (ii) the date on which the Offer becomes and is declared unconditional in all respects;
      (Note: 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 LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      Address: (in BLOCK LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    4. my/our irrevocable instruction and authority to each of the Offeror and/or Get Nice 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 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 Shares to be sold by me/us under the Offer and to cause the same to be stamped and to cause an endorsement to be made on this Form of Acceptance in accordance with the provisions of that Ordinance;
    5. my/our irrevocable instruction and authority to the Offeror and/or Get Nice 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 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 Offer;
    6. my/our appointment of the Offeror and/or Get Nice 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 Offer is made and thereafter be irrevocable;
    7. 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 Shares tendered for acceptance under the Offer to the Offeror or such person or persons as it may direct free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights accruing or attaching thereto, including, without limitation, the rights to receive dividends and other distributions, if any, recommended, declared, made or paid on or after the date of the Composite Document; and
    8. my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror and/or Get Nice 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.
  2. I/We understand that acceptance of the Offer by me/us will be deemed to constitute a warranty by me/us to the Offeror that (i) the Shares held by me/us to be acquired under the Offer are sold free from all encumbrances whatsoever and together with all rights accruing or attaching thereto, including, without limitation, the rights to receive dividends and other distributions, if any, recommended, declared, made or paid 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, Get Nice Securities, the Company or any other person acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Offer, and I am/we are permitted under all applicable laws and regulations to receive and accept the Offer, and any revision thereof, and such acceptance is valid and binding in accordance with all applicable laws and regulations.
  3. In the event that my/our acceptance is not valid in accordance with the terms of the Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease, 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 any other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), together with this Form of Acceptance duly cancelled, by ordinary post at my/our own risk to the person and address stated in paragraph 1(c) 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: If you submit the transfer receipt(s) upon acceptance of the Offer and in the meantime the relevant share certificate(s) is/are collected by any of the Offeror or Get Nice Securities or any of their agent(s) from the Company or the Registrar on your behalf, you will be returned 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 any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the whole/part of my/our holding of Shares which are to be held by you on the terms and conditions of the Offer. I/We understand that no acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any 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 the Offeror, Get Nice Securities and the Company that I am/we are the registered Shareholder(s) of the number of Shares specified in this Form of Acceptance and I/we have the full right, power and authority to sell and pass the title and ownership of my/our Shares to the Offeror by way of acceptance of the Offer.
  6. I/We warrant to the Offeror, Get Nice Securities and the Company that I/we have observed and are permitted under all applicable laws and regulations where my/our address is located as set out in the register of members of the Company to accept the Offer, and any revision thereof; and that I/we have obtained all requisite governmental, exchange control or other consents and made all registration or filing required in compliance with all necessary formalities, regulatory and/or legal requirements; and that I/we have paid all issue, transfer or other taxes and duties or other required payments due from me/us in connection with such acceptance; and that such acceptance shall be valid and binding in accordance with all applicable laws and regulations.
  7. I/We warrant to the Offeror, Get Nice Securities and the Company that I/we shall be fully responsible for payment of any transfer or other taxes and duties payable by me/us in connection with my/our acceptance of the Offer.
  8. I/We acknowledge that, save as expressly provided in the Composite Document and this Form of Acceptance, all the acceptance, instructions, authorities and undertakings hereby given shall be irrevocable.
  9. I/We acknowledge that my/our Shares sold to the Offeror by way of acceptance of the Offer will be registered under the name of the Offeror or its nominee.

PERSONAL DATA

Personal Information Collection Statement

This personal information collection statement informs you of the policies and practices of the Offeror, Get Nice Securities, the Company and the Registrar 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 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 entitled to under the Offer. It is important that you should inform the Offeror and/or Get Nice Securities and/or the Company and/or the Registrar immediately of any inaccuracies in the data supplied.
  2. Purposes
    The personal data which you provide on this Form of Acceptance may be used, held and/or stored (by whatever means) for the following purposes:
    • processing of your acceptance and verification of compliance with the terms and application procedures set out in this Form of Acceptance and the Composite Document;
    • registering transfer of the Share(s) out of your name(s);
    • maintaining or updating the relevant register of Shareholders(s);
    • conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
    • establishing your entitlements under the Offer;
    • distributing communications from the Offeror and/or Get Nice Securities and/or the Company or their respective agents, officers, advisers and the Registrar;
  1. Transfer of personal data
    The personal data provided in this Form of Acceptance will be kept confidential but the Offeror and/or Get Nice 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, Get Nice Securities, the Company and/or their agents, officers and 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 Get Nice Securities and/or the Company and/or the Registrar, in connection with the operation of their business;
    • 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 bankers, solicitors, accountants or licensed securities dealers or registered institutions in securities; and
    • any other persons or institutions whom the Offeror and/or Get Nice Securities and/or the Company and/or the Registrar considers to be necessary or desirable in the circumstances.
  2. Access and correction of personal data
  • compiling statistical code information and Shareholders profiles;
  • making disclosures as required by laws, rules or regulations (whether statutory or otherwise);
  • disclosing relevant information to facilitate claims or entitlements;
  • any other purpose in connection with the business of the Offeror, Get Nice Securities, the Company and/or the Registrar; and
  • any other incidental or associated purposes relating to the above and/or to enable the Offeror and/or Get Nice Securities and/or the Company to discharge their obligations to the Shareholders and/or regulators and any other purposes to which the Shareholders may from time by time agree to or be informed of.

The Ordinance provides you with rights to ascertain whether the Offeror and/or Get Nice Securities and/or the Company and/or the Registrar hold 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 Get Nice Securities and/or the Company and/or the Registrar have the right to charge a reasonable fee for the processing of any data access requests. 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 and/or Get Nice Securities and/or the Company and/or the Registrar (as the case may be).

BY SIGNING THIS FORM OF ACCEPTANCE AND TRANSFER, YOU AGREE TO ALL OF THE ABOVE

個人資料

收集個人資料聲明

3. 轉交個人資料

本收集個人資料聲明旨在知會 閣下有關要約人、結好證券、本公司及過戶

本接納表格提供的個人資料將作為機密資料妥為保存,惟要約人及

登記處有關個人資料及香港法例第486章個人資料(私隱)條例(「該條例」)的政

或結好證券及或本公司及或過戶登記處為達致上述或其中任何

策及慣例。

用途,可能作出其認為必需的有關查詢,以確認個人資料的準確性,

1.

收集 閣下個人資料的原因

尤其可向或自下列任何及所有人士及實體披露、獲取或轉交(無論在

如 閣下接納股份要約, 閣下須提供所需個人資料。倘 閣下未能

香港境內外)該等個人資料:

提供所需資料,則可能導致 閣下的接納不獲受理或有所延誤。其亦

要約人、結好證券、本公司及或彼等之代理、高級職員及顧

可能妨礙或延誤寄發 閣下根據要約應得之代價。如所提供的資料有

任何不準確, 閣下須即時知會要約人及或結好證券及或本公司

問及過戶登記處;

或過戶登記處。

2.

用途

向要約人及或結好證券及或本公司及或過戶登記處就

其業務經營提供行政、電訊、電腦、付款或其他服務的任何

閣下於本接納表格提供的個人資料可能會就下列用途加以運用、持有

代理、承包商或第三方服務供應商;

或以任何方式保存:

  • 處理 閣下的接納及核實遵循本接納表格及綜合文件載列的 條款及申請手續;
  • 登記以 閣下名義的股份轉讓;
  • 保存或更新有關股東名冊;
  • 核實或協助核實簽名,以及進行任何其他資料核實或交換;
  • 確定 閣下根據要約有權取得的配額;
  • 自要約人及或結好證券及或本公司或彼等各自的代理人、 高級職員、顧問及過戶登記處接收所發佈的通訊;
  • 編製統計代碼資料及股東簡歷;
  • 按法例、規則或規例(無論法定或非法定者)作出披露;
  • 披露有關資料以便索償或享有權益;
  • 有關要約人、結好證券、本公司及或過戶登記處業務的任 何其他用途;及
  • 有關上文所述任何其他附帶或關連用途及或以便要約人及 或結好證券及或本公司履行彼等對股東及或監管機構的 責任及股東不時同意或知悉的任何其他用途。
  • 聯交所、證監會及任何監管或政府機構;
  • 與 閣下進行交易或建議進行交易的任何其他人士或機構, 例如往來銀行、律師、會計師或持牌證券交易商或註冊證券 機構;及
  • 要約人及或結好證券及或本公司及或過戶登記處在相 關情況下認為屬必需或適當的任何其他人士或機構。

4. 存取及更正個人資料

根據該條例的規定, 閣下可確認要約人及或結好證券及或本 公司及或過戶登記處是否持有 閣下的個人資料,並獲取該資料副 本,以及更正任何不正確資料。根據該條例的規定,要約人及或 結好證券及或本公司及或過戶登記處可就獲取任何資料的要求 收取合理手續費。存取資料或更正資料或獲取有關政策及慣例之資 料,以及所持資料類別的所有要求,須提交要約人及或結好證券 及或本公司及或過戶登記處(視情況而定)。

閣下一經簽署本接納及轉讓表格即表示同意上述所有條款

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CST Group Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 00:07:01 UTC