abc Multiactive Limited — Capital/Financing Update 2017

Jun 2, 2017

IMPORTANT

Terms used herein shall have the same meanings as defined in the prospectus of abc Multiactive Limited (the “Company”) dated 2 June 2017 (the “Prospectus”) unless the context otherwise requires.

This form is valuable but is not transferable and is only for the use of the Qualifying Shareholder(s) named below who wish(es) to apply for Rights Shares in addition to those provisionally allotted to it, him, her or them. Application form must be received by no later than 4:00 p.m. on Friday, 16 June 2017.

If you are in any doubt as to the contents of this form or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

A copy of each of the Prospectus Documents, together with 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 pursuant to Section 38D of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of the Prospectus Documents.

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

Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing given to the Company at any time prior to the Latest Time for Termination, if:

• (i) in the absolute opinion of the Underwriter, the success of the Rights Issue would be affected by:

  • (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

  • (b) the occurrence of any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof, of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole;

• (ii) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (iii) the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the GEM Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the opinion of the Underwriter is material to the Group as a whole and is likely to affect the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it.

The Underwriter shall be entitled by notice in writing to the Company prior to the Latest Time for Termination to elect to rescind the Underwriting Agreement if, prior to the Latest Time for Termination:

• (i) any material breach of any of the warranties or undertakings of the Company and the Controlling Shareholders contained under the Underwriting Agreement comes to the knowledge of the Underwriter; or

• (ii) any event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the warranties contained under the Underwriting Agreement untrue or incorrect in any respect comes to the knowledge of the Underwriter.

Upon the giving of such notice, all obligations of the Underwriter under the Underwriting Agreement will cease and determine (save for any antecedent breaches thereof) and no party to the Underwriting Agreement will have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement.

If the Underwriter exercises such right, the Rights Issue will not become unconditional and the Rights Issue will not proceed. A further announcement will be made by the Company if the Underwriting Agreement is terminated by the Underwriter.

It should be noted that the Shares have been dealt in on an ex-rights basis since Tuesday, 23 May 2017. Dealings in the Rights Shares in their nil-paid form will take place from Tuesday, 6 June 2017 to Tuesday, 13 June 2017 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled and/or waived at or before 4:00 p.m. on Monday, 19 June 2017 (or such later time and/or date as the Company and the Underwriters may determine), the Underwriting Agreement shall terminate and the Rights Issue will not proceed. Any persons contemplating selling or purchasing Shares up to the date on which all the conditions of the Rights Issue are fulfilled and/or waived and dealing in the Rights Shares in their nil-paid form between Tuesday, 6 June 2017 and Tuesday, 13 June 2017 (both dates inclusive), will 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 the Rights Shares in their nil-paid form are recommended to consult their own professional advisers.

The form of application for excess Rights Shares and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.

abc Multiactive Limited 辰罡科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8131)

RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY FOUR SHARES HELD ON THE RECORD DATE

FORM OF APPLICATION FOR EXCESS RIGHTS SHARES

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

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

Excess Application Form No.

To: The Directors,

abc Multiactive Limited

Dear Sirs,

I/We, being the Qualifying Shareholder(s) named above, hereby apply for excess Rights Shares, at the subscription price of HK$0.20 per Rights Share under the Rights Issue. I/we enclose a separate remittance in favour of “ abc Multiactive Limited – Excess Application Account ” and crossed “ Account Payee Only ” for HK$ being payment in full on application for the above mentioned number of excess Rights Shares, and 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 my/our address shown on the register of members of the Company the share certificate(s) for the number of excess Rights Shares, if any, allotted to me/us in respect of this application and/or a cheque for any application monies refundable to me/us. I/We understand that allotments in respect of this application shall be made at the discretion of the Directors on a fair and equitable basis according to the principle that any excess Rights Shares will be allocated to the Qualifying Shareholders who apply for them on the following principal: (i) excess Rights Shares will be allocated to applicants on a pro rata basis by reference to their respective shareholdings in the Company as at the Record Date; and (ii) subject to availability of excess Rights Shares after allocation under principle under (i) above, any remaining excess Rights Shares will be allocated to applicants on a pro rata basis by reference to the number of excess Rights Shares being applied for under each application. If any over-subscription for the excess Rights Shares and/or the allocation of excess Rights Shares gives rise to fractional entitlements, such fractional Rights Shares will be disregarded and not issued to any Shareholders, but all such fractional Rights Shares will be aggregated and, if possible, sold for the benefits of the Company. However, no preference will be given to topping-up odd lots to whole board lots.

• For identification purpose only

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 articles of association 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. 1. 1. 1. Signature(s) of applicant(s) (All joint applicants must sign)

Date:

Contact Telephone No:

This form should be completed and lodged, together with payment of HK$0.20 per Rights Share for the number of excess Rights Shares applied for (in cheques or banker’s cashier order), with the share registrar of the Company, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:00 p.m. on Friday, 16 June 2017. All remittances must be made 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 “ abc Multiactive Limited – Excess Application Account ” and must be crossed “ Account Payee Only ”. No receipt will be given for such remittance.

All cheques and banker’s cashier orders accompanying completed form of application for excess Rights Shares will be presented for payment immediately upon receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of a form of application for excess Rights Shares with a cheque and/or a banker’s cashier order will constitute a warranty by the applicant that the cheque and/or the banker’s cashier order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any form of application for excess Rights Shares in respect of which the accompanying cheque and/or banker’s cashier order is dishonoured on first presentation, and, in such event, the relevant excess application and all rights thereunder will be deemed to have been declined and will be cancelled.

The Prospectus and the related application forms will not be registered under any securities regulations of any jurisdictions other than Hong Kong.

The Prospectus Documents have not been registered or filed under the applicable securities laws or equivalent legislation of any jurisdiction other than Hong Kong. It is the responsibility of anyone (including but not limited to agent, custodian, nominee and trustee) outside Hong Kong wishing to make an application for the Rights Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of the relevant jurisdictions, including the obtaining of any government or other consents and to pay any taxes and duties required to be paid in such jurisdictions, in connection therewith. Any acceptance of the offer of the Rights Shares 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 fully complied with. For avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited, who subscribe the Rights Shares on behalf of CCASS participants, is subject to any of the representations and warranties. If you are in doubt as to your position, you should consult your own professional advisers. The Company reserves the right to refuse to accept any applications for the Rights Shares where it believes that doing so would violate applicable securities or other laws or regulations of any jurisdiction.

You will be notified by the share registrar of the Company of any allotment of excess Rights Shares made to you. If no excess Rights Shares are allotted to you, it is expected that cheque(s) for the amount tendered on application will be posted to you in full without interest at your own risk on Monday, 26 June 2017. If the number of excess Rights Shares allotted to you is less than that applied for, it is expected that cheque(s) for the surplus application monies will be posted to you without interest at your own risk on Monday, 26 June 2017. Any such cheque(s) will be drawn in favour of the person(s) named on this form. It is expected that the share certificates in respect of the fully-paid Rights Shares, will be posted on Monday, 26 June 2017. You will receive one share certificate for the entitlement to Rights Shares in fully-paid form.

All documents, including cheques for amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their respective addresses shown on the register of members of the Company.

Lodgement of this form of application for excess Rights Shares purporting to have been signed by the person(s) in whose favour it has issued, shall be conclusive evidence of the title of the party or parties lodging it to deal with the same and to receive share certificates for the Rights Shares.

A SEPARATE CHEQUE OR BANKER’ S CASHIER ORDER MUST ACCOMPANY EACH APPLICATION. NO RECEIPT WILL BE GIVEN.

FOR OFFICE USE ONLY

Application number	Number of excess Rights Sharesapplied for	Amount paid on application	Balance refunded
		HK$	HK$