IMPORTANT

Reference is made to the prospectus issued by Teamway International Group Holdings Limited (the "Company") dated 10 August 2020 in relation to the Rights Issue ("Prospectus"). Terms defined in the Prospectus shall have the same meanings when used herein unless the context otherwise requires.

THIS EXCESS APPLICATION FORM ("EAF") IS VALUABLE BUT IS NOT TRANSFERABLE AND IS ONLY FOR THE USE BY THE QUALIFYING SHAREHOLDER (S) NAMED BELOW WHO WISH (ES) TO APPLY FOR THE EXCESS RIGHTS SHARES IN ADDITION TO THOSE RIGHTS SHARES PROVISIONALLY ALLOTTED TO HIM/HER/IT/ THEM. THIS EAF REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS EAF AND THE ACCOMPANYING PAL EXPIRES AT 4:00 P.M. ON MONDAY, 24 AUGUST 2020.

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS EAF, OR AS TO THE ACTION TO BE TAKEN, OR IF YOU HAVE SOLD OR TRANSFERRED ALL OR PART OF YOUR SHARES OF THE COMPANY, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

A copy of the Prospectus, together with a copy of the PAL, this EAF and the documents specified in the paragraph headed "Documents Delivered to the Registrar of Companies" in Appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong, the Stock Exchange and the Securities and Futures Commission take no responsibility for the contents of any of these documents referred to above.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this EAF, 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 EAF.

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 as well as compliance with the stock admission requirements of HKSCC, 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 may be 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Rights Issue is conditional upon the fulfilment of the conditions set out under the paragraphs headed "Conditions of the Rights Issue" in the letter from the Board in the Prospectus.

The Shares have been dealt with on an ex-rights basis from Thursday, 30 July 2020. Dealings in the Rights Shares in their nil-paid form will take place from 9:00 a.m. on Wednesday, 12 August 2020 to 4:00 p.m. on Wednesday, 19 August 2020 (both dates inclusive).

Accordingly, any persons contemplating dealings in the Shares up to the date when the conditions of the Rights Issue are fulfilled (or, in respect of certain conditions, waived) and any dealings in the nil-paid Rights Shares from 9:00 a.m. on Wednesday, 12 August 2020 to 4:00 p.m. on Wednesday, 19 August 2020 (both dates inclusive) shall bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholder or other person contemplating any dealings in the Shares and/or nil-paid Rights Shares are recommended to consult their own professional advisers and exercise caution.

Branch share registrar and

  • transfer office in Hong Kong: Tricor Investor Services Limited, Level 54, Hopewell Centre 183 Queen's Road East
    Hong Kong

TEAMWAY INTERNATIONAL GROUP HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01239)

Registered Office:

P.O. Box 1350,

Clifton House,

75 Fort Street

Grand Cayman KY1-1108

Cayman Islands

Principal place of business

RIGHTS ISSUE ON THE BASIS OF

TWO (2) RIGHTS SHARES FOR EVERY ONE (1)

CONSOLIDATED SHARE HELD ON THE RECORD DATE

ON A NON-UNDERWRITTEN BASIS

AT THE SUBSCRIPTION PRICE OF

HK$0.16 PER RIGHTS SHARE

EXCESS APPLICATION FORM

Name(s) and address of the Qualifying Shareholder(s)

Application can only be made by the Qualifying Shareholder(s) named herein.

  • in Hong Kong: Room 2005-2006,20/F, Tower 6,
    The Gateway, Harbour City, Tsim Sha Tsui, Kowloon,
    Hong Kong

To: The Directors

Excess Application

Teamway International Group Holdings Limited

Form No.

Dear Sir/Madam,

I/We, being the Qualifying Shareholder(s) named above, hereby irrevocably apply for

excess Rights Share(s)

at the Subscription Price of HK$0.16 per Rights Share under the Rights Issue in respect of which I/we enclose a separate remittance in favour of "Teamway Intl Group Holdings Limited - Excess Application Account" and crossed "Account Payee Only" issued for

HK$being payment in full on application for the aforementioned number of excess Rights Share(s). I/we hereby

request you to allot such excess Rights Shares applied for, or any lesser number, to me/us and to send by ordinary post at my/our risk to the address shown above my/our share certificate(s) for the number of additional Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any application money refundable to me/us. I/We understand the Board will allocate the excess Rights Shares to the Qualifying Shareholders who have applied for excess application at its discretion, but on a pro-rata basis by reference to the number of the excess Rights Shares applied for under each application. In determining the number of excess Rights Shares to be allocated to a Qualifying Shareholder, no reference will be made to the number of Rights Shares subscribed by that Qualifying Shareholder through applications by PAL or the existing number of Shares held by such Qualifying Shareholder. No preference will be given to topping up odd lots to whole board lots. I/ we acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for.

I/We, hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus Documents and subject to the bye-laws of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.

1.

2.

3.

4.

Signature(s) of applicant(s) (all joint applicants must sign)

Date:

2020

Contact Tel No.:

This EAF should be completed, signed and lodged, together with payment as to HK$0.16 per Rights Share for the number of excess Rights Shares applied for, with the Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, so as to be received by not later than 4:00 p.m. on Monday, 24 August 2020. All remittances must be made in Hong Kong dollars and must be forwarded either by cheque drawn on an account with, or by a cashier's order issued by, a licensed bank in Hong Kong. All such cheques or cashier's orders must be made payable to "Teamway Intl Group Holdings Limited - Excess Application Account" and crossed "Account Payee Only". All enquiries in connection with this EAF should be addressed to the Registrar at the above address or by phone at (852) 2980 1333.

All cheques and cashier's orders will be presented for payment immediately following receipt and all interest earned on such application monies (if any) will be retained for the benefit of the Company. Completion and return of this EAF together with a cheque or cashier's order in payment for the excess Rights Shares applied for which will constitute a warranty by the applicant(s) that the cheque or cashier's order will be honoured on first presentation. Without prejudice to its other rights of the Company in respect thereof, the Company reserves the right to reject any EAF in respect of which the accompanying cheque or cashier's order is dishonoured on first presentation. You must pay the exact amount payable upon application for the excess Rights Shares, and any underpaid application will be rejected. In the event of an overpaid application, a refund cheque, without interest, will be made out to you only if the overpaid amount is HK$100 or above. No receipt will be issued in respect of any EAF and/or relevant remittance received.

The Prospectus Documents have not been and will not be registered under any applicable securities legislation of any jurisdictions other than Hong Kong. Save as described under the paragraph headed "Rights of the Overseas Shareholders" in the letter from the Board in the Prospectus, no action has been taken by the Company to permit the offering of the Rights Issue in any territory outside Hong Kong. No person receiving a copy of the Prospectus or a PAL or an EAF in any 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 outside Hong Kong wishing to make on his/her/its/their behalf an application for the Rights Shares under the Rights Issue to satisfy himself/herself/itself/themselves as to the observance of the laws and regulations of all relevant jurisdiction including the obtaining of any governmental or other consents and to pay any taxes and duties required to be paid in such territory or jurisdiction in connection therewith.

No application for Rights Shares will be accepted from the Excluded Shareholder(s) (if any). The Company reserves the right to refuse to accept any application for Rights Shares where it believes that acceptance would violate the applicable securities or other laws or regulations of any jurisdiction outside Hong Kong.

Completion and return of this EAF by anyone outside Hong Kong will be deemed to constitute a representation and warranty from such person to the Company that the local registration, legal and regulatory requirements of such relevant jurisdictions other than Hong Kong in connection with the EAF and any application under it, have been, or will be, fully complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to, any of the above representation or warranty. If you are in doubt as to your position, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

You will be notified by the Company of the allocation result of the excess application for Rights Shares on Monday, 7 September 2020 by way of announcement. Where the number of excess Rights Shares applied for under one EAF is greater than the total number of Rights Shares being offered under the Rights Issue, being 692,367,000 Rights Shares, such application (other than from a nominee company) would be treated as invalid and be rejected. If no excess Rights Share is allotted to you, a refund cheque for the full amount tendered on application will be posted to you by ordinary post at your own risk and, if the number of excess Rights Shares allotted to you is less than the number you applied for, a cheque for the surplus application monies will be posted to you by ordinary post at your own risk. Such posting is expected to take place on or before Tuesday, 8 September 2020. Any such cheque will be drawn in favour of the person named on this form (or in case of joint applicants, the first-named applicant). It is expected that share certificate(s) in respect of the excess Rights Shares will be posted to you by ordinary post at your own risk on or before Tuesday, 8 September 2020. You, except HKSCC Nominees Limited, will receive one share certificate for all the Rights Shares and/or excess Rights Shares (if any), both in fully- paid form, allotted and issued to you.

All documents, including refund cheques (if any), will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto to their registered addresses kept by the Registrar.

This EAF and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.

A SEPARATE CHEQUE OR CASHIER'S ORDER MUST ACCOMPANY EACH APPLICATION

NO RECEIPT WILL BE GIVEN FOR REMITTANCE

For office use only

Number of excess

Amount paid on

Application Number

Rights Shares applied for

application

Balance refunded

HK$

HK$

Attachments

  • Original document
  • Permalink

Disclaimer

Teamway International Group Holdings Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 11:23:02 UTC