Enterprise Development Holdings Limited

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，概不就因本接納表格全部或任何部分內容所產生或因依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 the same meanings as defined in the composite offer and response document dated 24 March 2017 (the “ Composite Document ”) jointly issued by Luck Success Development Limited and Enterprise Development Holdings Limited.

除文義另有所指外，本接納表格所用詞彙與Luck Success Development Limited與企展控股有限公司於二零一七年三月二十四日聯合刊發的綜合要約及回應文件（「 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，請使用本接納及過戶表格。

企展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

（於開曼群島註冊成立之有限公司）

(Stock Code: 1808)

（股份代號：1808）

FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S) OF HK$0.1 EACH IN THE ISSUED SHARE CAPITAL OF ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司已發行股本中每股面值0.1港元之普通股的接納及過戶表格

To be completed in full 每項均須填寫

Hong Kong branch share registrar and transfer office: Union Registrars Limited

香港股份過戶登記分處：聯合證券登記有限公司

Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong 香港北角英皇道338號華懋交易廣場2期33樓3301-04室

Signed by or on behalf of the Transferor(s) in the presence 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 Note: Insert the total number of ED Shares for which the Offer is accepted. If no number is inserted or a number inserted is greater or smaller than those represented by the certificates for ED Share(s) tendered for acceptance of the Offer, this Form of Acceptance will be returned to you for correction and resubmission. Any corrected Form of Acceptance must be resubmitted and received by the Registrar on or before the latest time of acceptance of the Offer. 附註：請填上接納要約的企展股份總數。倘並無填上數目或所填數目大於或小於閣下用作接納要約之企展股份（以企展股票代表），則本接納表格將退回予閣下進行修改及重新遞交。任何經更正的接納表格必須於接納要約的最後期限或之前再行提交並送達過戶登記處。	Signed by or on behalf of the Transferor(s) in the presence 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 Note: Insert the total number of ED Shares for which the Offer is accepted. If no number is inserted or a number inserted is greater or smaller than those represented by the certificates for ED Share(s) tendered for acceptance of the Offer, this Form of Acceptance will be returned to you for correction and resubmission. Any corrected Form of Acceptance must be resubmitted and received by the Registrar on or before the latest time of acceptance of the Offer. 附註：請填上接納要約的企展股份總數。倘並無填上數目或所填數目大於或小於閣下用作接納要約之企展股份（以企展股票代表），則本接納表格將退回予閣下進行修改及重新遞交。任何經更正的接納表格必須於接納要約的最後期限或之前再行提交並送達過戶登記處。	FOR THE CONSIDERATIONstated below, the “Transferor(s)” named below does/do hereby transfer(s) to the “Transferee” named below the ED Share(s) of HK$0.1 each held by the Transferor(s) specified below, upon and subject to the terms and conditions contained herein and in the accompanying Composite Document. 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0.1港元的企展股份。	FOR THE CONSIDERATIONstated below, the “Transferor(s)” named below does/do hereby transfer(s) to the “Transferee” named below the ED Share(s) of HK$0.1 each held by the Transferor(s) specified below, upon and subject to the terms and conditions contained herein and in the accompanying Composite Document. 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0.1港元的企展股份。	FOR THE CONSIDERATIONstated below, the “Transferor(s)” named below does/do hereby transfer(s) to the “Transferee” named below the ED Share(s) of HK$0.1 each held by the Transferor(s) specified below, upon and subject to the terms and conditions contained herein and in the accompanying Composite Document. 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0.1港元的企展股份。
		Number of ED Shares to be transferred 將予轉讓的企展股份數目	FIGURES 數目	WORDS 大寫
		ED Share certificate number(s) 企展股票編號
		TRANSFEROR(S) name(s) and address in full 轉讓人全名及詳細地址 (EITHER TYPE-WRITTEN OR WRITTEN IN BLOCK LETTERS) （請用打字機或正楷填寫）	Surname(s) or Company name(s) 姓氏或公司名稱	Forename(s) 名字
			Registered address 登記地址
				Telephone number 電話號碼
		CONSIDERATION 代價	HK$1.00 in cash for each Offer Share 每股要約股份現金1.00港元
		TRANSFEREE 承讓人	Company name公司名稱： Luck Success Development Limited Correspondence address Suites 2001-2002, AIA Central, 1 Connaught Road Central, Hong Kong 通訊地址：香港干諾道中1號友邦金融中心2001-2002室 Occupation職業： Corporation法團
		of:	Signature(s) of Transferor(s)/Company chop, if applicable 轉讓人簽署╱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 �
Name of witness 見證人姓名
Address of witness 見證人地址

Occupation of witness 見證人職業

	Signed by or on behalf of the Transferee in the presence 承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	Do not complete請勿填寫本欄 of: For and on behalf of代表 Luck Success Development Limited Signature of Transferee or its duly authorised agent(s) 承讓人或其正式授權代理人簽署
	Name of witness 見證人姓名
	Address of witness 見證人地址

	Occupation of witness 見證人職業
	Date of transfer 轉讓日期

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 Offer 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).

Kingston Securities is making the Offer for and on behalf of the Offeror. The making of the Offer to the Overseas ED Independent Shareholders may be prohibited or affected by the laws of the relevant jurisdictions. Overseas ED Independent Shareholders should inform themselves about and observe any applicable legal requirements and restrictions in your own jurisdictions, and where necessary, seek independent legal advice in respect of the Offer. It is your own responsibility if you wish to accept the Offer to satisfy yourself as to the full observance of the applicable laws and regulations of the relevant jurisdiction in connection therewith (including the obtaining of any governmental, exchange control or other consents which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes or other required payments due in respect of such jurisdiction. The Offeror, Enterprise Development, Kingston Corporate Finance, Kingston Securities, the Registrar, their respective ultimate beneficial owners, directors, officers, agents, advisers and associates and any other person involved in the Offer shall be entitled to be fully indemnified and held harmless by you for any taxes as you may be required to pay. Acceptance of the Offer by you will be deemed to constitute a warranty by you to the Offeror, Enterprise Development and Kingston Securities that you have observed and are permitted under all applicable laws and regulations to receive and accept the Offer, and any revision thereof, and that you have obtained all requisite governmental, exchange control or other consents and have made all requisite registration and filing in compliance with all necessary formalities and regulatory or legal requirements and have paid all transfer or other taxes and duties or other required payments due from you in connection with such acceptance in any relevant jurisdiction, and that such acceptance shall be valid and binding in accordance with all applicable laws and regulations. You are recommended to seek professional advice on deciding whether or not to accept the Offer.

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. ED Independent Shareholders are advised to read the Composite Document before completing this Form of Acceptance. To accept the Offer made by Kingston Securities for and on behalf of the Offeror to acquire your Offer 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 number of the Offer Shares in respect of which you intend to accept the Offer, by post or by hand, to the Registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong marked “Enterprise Development Holding Limited – Offer” on the envelope no later than 4:00 pm on Tuesday, 18 April 2017 (Hong Kong time) or such later time and/or date(s) as the Offeror may determine and announce, with the consent of the Executive, 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 Offer Shares on behalf of another person as nominee or otherwise, you should refer to the section headed “1. PROCEDURES FOR ACCEPTANCE OF THE OFFER” 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 and Kingston Securities

My/Our execution of this Form of Acceptance shall be binding on my/our successors and assignees, and shall constitute:
(a) my/our irrevocable acceptance of the Offer made by Kingston 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 (including the terms set out under the heading “How to complete this Form of Acceptance”), in respect of the number of ED Shares specified in this Form of Acceptance;
(b) my/our irrevocable instruction and authority to each of the Offeror, Kingston Securities and/or their respective agent(s) to collect from Enterprise Development or the Registrar on my/our behalf the share certificate(s) in respect of the ED 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;
(c) my/our irrevocable instruction and authority to each of the Offeror, and/or Kingston 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 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 ED Independent Shareholders) at the registered address shown in the register of members of Enterprise Development within seven Business Days after the later of the date on which the Offer become or is declared unconditional in all requests and the date of receipt of all the relevant documents by the Registrar to render the acceptance under the Offer complete and valid;
- (Note: Insert name and address of the person to whom the cheque is to be sent if different from the registered ED Independent Shareholder or the first-named of joint registered ED Independent Shareholders.) Name: (in BLOCK LETTERS)

Address: (in BLOCK LETTERS)

(d) my/our irrevocable instruction and authority to each of the Offeror, and/or Kingston Securities and/or the Registrar 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 ED 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;
(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 Offer Shares tendered for acceptance under the Offer to the Offeror or such person or persons as it may direct free from all 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, declared, made or paid on or after the date of the Composite Document; and
(f) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror, and/or Kingston Securities and/or Enterprise Development 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.
I/We understand that acceptance of the Offer by me/us will constitute a warranty by me/us to the Offeror, Kingston Securities and Enterprise Development that (i) the ED Shares held by me/ us to be acquired under the Offer are sold free from all 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, 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, Kingston Securities, Enterprise Development 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.
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 ED Independent Shareholders) at the registered address shown in the register of members of Enterprise Development.

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 Kingston Securities or any of their agent(s) from Enterprise Development or the Registrar on your behalf, you will be returned such share certificate(s) in lieu of the transfer receipt(s).

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 ED 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.
I/We warrant and represent to the Offeror, Kingston Securities and Enterprise Development that I am/we are the registered ED Independent Shareholder(s) of the number of ED 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 ED Shares to the Offeror by way of acceptance of the Offer.
I/We warrant to the Offeror, Kingston Securities and Enterprise Development 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 Enterprise Development 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.
I/We warrant to the Offeror, Kingston Securities and Enterprise Development 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.
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.
I/We acknowledge that my/our ED 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, Enterprise Development, Kingston Securities 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 Offer 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, Enterprise Development, Kingston Securities 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 Offer Share(s) out of your name(s);
maintaining or updating the relevant register of ED 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, Enterprise Development and/or Kingston Securities or their respective agents, officers, advisers and the Registrar;
compiling statistical information and ED 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, Enterprise Development, Kingston Securities and/or the Registrar; and
any other incidental or associated purposes relating to the above and/ or to enable the Offeror, Enterprise Development and/or Kingston Securities to discharge their obligations to the ED Shareholders and/ or regulators and any other purposes to which the ED Shareholders may from time to time agree to or be informed of.

3. Transfer of personal data

The personal data provided in this Form of Acceptance will be kept confidential but the Offeror, Enterprise Development, Kingston Securities 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, Enterprise Development, Kingston Securities 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, Enterprise Development, Kingston Securities 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, Enterprise Development, Kingston Securities and/or the Registrar considers to be necessary or desirable in the circumstances.

4. Access and correction of personal data

The Ordinance provides you with rights to ascertain whether the Offeror, Enterprise Development, Kingston Securities 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, Enterprise Development, Kingston Securities 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, Enterprise Development, Kingston Securities and/or the Registrar (as the case may be).

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

個人資料

收集個人資料聲明

本收集個人資料聲明旨在知會閣下有關要約人、企展、金利豐證券及過戶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 」）的政策及慣例。

1. 收集閣下個人資料的原因

如閣下就本身之要約股份接納要約，閣下須提供所需個人資料。倘閣下未能提供所需資料，則可能導致閣下的接納不獲受理或有所延誤。其亦可能阻礙或延遲寄發閣下根據要約有權收取之代價。如所提供的資料有任何不準確，閣下須即時知會要約人、企展、金利豐證券及╱或過戶登記處。

2. 用途

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、持有及╱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之情況；
登記以閣下名義的要約股份轉讓；
保存或更新有關企展股東名冊；
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、企展及╱或金利豐證券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；
編製統計資料及企展股東簡歷；
按法例、規則或規例（無論法定或非法定者）作出披露；

3. 轉交個人資料

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、企展、金利豐證券及╱或過戶登記處為達致上述或其中任何用途，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，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（無論在香港境內外）該等個人資料：
要約人、企展、金利豐證券及╱或彼等之代理、高級職員、顧問及過戶登記處；
向要約人、企展、金利豐證券及╱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代理、承包商或第三方服務供應商；
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、企展、金利豐證券及╱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. 獲取及更正個人資料

根據該條例的規定，閣下可確認要約人、企展、金利豐證券及╱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、企展、金利豐證券及 ╱或過戶登記處可就獲取任何資料的要求收取合理手續費。獲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、企展、金利豐證券及╱或過戶登記處（視情況而定）。

閣下一經簽署本接納表格即表示同意上述所有條款

披露有關資料以便索償或享有權益；
有關要約人、企展、金利豐證券及╱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、企展及╱或金利豐證券履行彼等對企展股東及╱或監管機構的責任及企展股東不時同意或知悉的任何其他用途。

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Enterprise Development Holdings Limited Merger & Acquisition 2017

50183_rns_2017-03-23_20f40bd9-0682-4583-bc7e-c1b8e527cd13.pdf

FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE OFFER. 閣下如欲接納要約，請使用本接納及過戶表格。