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Future World Holdings Limited — M&A Activity 2013
Jan 28, 2013
49306_rns_2013-01-28_f292e45c-6286-402b-8ffa-a26666a9431b.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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. 香港交易及結算所有限公司及香港聯合交易所有限公司對本表格內容概不負責,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表格全部或任何部份內容而產生 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, terms used in this form shall bear the same meanings as those defined in the accompanying composite offer document dated 29 January 2013 (the “Composite Document”) jointly issued by Able Success Asia Limited and China Packaging Group Company Limited. 除文義另有所指外,本表格所用之詞彙與所附奉之得勝亞洲有限公司與中國包裝集團有限公司於二零一三年一月二十九日聯合刊發之綜合要約文件(「綜合文件」)所界定者,具有 相同涵義。
WHITE FORM OF ACCEPTANCE FOR USE IF YOU WANT TO ACCEPT THE SHARE OFFER.
白色接納表格在 閣下欲接納股份要約時適用。
This WHITE Form of Acceptance should be read in conjunction with the Composite Document.
本 白色 接納表格應與綜合文件一併閱讀。
The Share Offer is not being made, directly or indirectly, in or into the United States of America or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Copies of the Composite Document and this form and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent into or from the United States of America or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving the Composite Document and this form (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Share Offer.
倘若股份要約直接或間接在美國或任何其他司法權區作出將會構成違反有關司法權區的相關法律,則不得作出。倘若綜合文件及本表格及任何隨附文件副本直接或間接郵遞或以 其他方式轉發、分發或寄至或寄自美國或任何其他司法權區將會構成違反有關司法權區的相關法律,則不可及不得為之,而收到綜合文件及本表格的人士(包括託管人、代名人及 受託人)不得郵遞或以其他方式分發或寄至、寄入或寄自該等司法權區,因如此行事可能導致任何原意接納股份要約失效。
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(Incorporated in the Cayman Islands with limited liability)
(於開曼群島註冊成立之有限公司)
(Stock Code: 572)
(股份代號:572)
WHITE FORM OF ACCEPTANCE AND TRANSFER OF SHARES OF
HK$0.001 EACH IN THE ISSUED SHARE CAPITAL OF
CHINA PACKAGING GROUP COMPANY LIMITED
中國包裝集團有限公司已發行股本中
每股面值0.001港元之股份之白色接納及股份過戶表格
All parts should be completed 每項均須填妥
Registrar Computershare Hong Kong Investor Services Ltd. Shops 1712-1716, 17/F.,
登記處 香港中央證券登記有限公司 Hopewell Centre, 183 Queen’s Road East
Tel No. (852) 2862 8555 Wan Chai, Hong Kong
電話號碼:(852) 2862 8555 香港灣仔皇后大道東183號
合和中心17樓1712-1716號舖
FOR THE CONSIDERATION stated below the “Transferor(s)” named below hereby transfer(s) to the “Transferee” named below the
Share(s) specified below subject to the terms and conditions contained herein and in the accompanying Composite Document.
根據本表格及附奉的綜合文件所載條款及條件,下列「轉讓人」現按下列 代價 ,將以下註明之股份轉讓予下列「承讓人」。
Number of Share(s) to be transferred [(Note)] FIGURES 數目 WORDS 大寫
將予轉讓的股份數目 [(附註)]
Share certificate number(s)
股票號碼
Family name(s) or company name(s): Forename(s):
姓氏或公司名稱: 名字:
TRANSFEROR(S)
Name(s) and address
in full Registered address:
轉讓人全名及地址 登記地址:
(EITHER TYPEWRITTEN OR
WRITTEN IN BLOCK CAPITALS)
(請用打字機或正楷填寫)
Telephone number:
電話號碼:
CONSIDERATION $0.1213 in cash for each Share
代價 每股股份現金0.1213港元
Name 名稱: Able Success Asia Limited
TRANSFEREE承讓人 Registered Office 註冊辦事處: 得勝亞洲有限公司OMC Chambers, Wickhams Cay 1
Road Town, Tortala, British Virgin Islands
Occupation 職業: Corporation 法人團體
ALL JOINT
HOLDERS MUST
Signed by or for and on behalf of the Transferor(s) in the presence of: SIGN AND
轉讓人或其代表在下列見證人見證下簽署: DATE HERE
SIGNATURE OF WITNESS 見證人簽署 ï 所有聯名持有人
均須於本欄
個別簽署及
NAME OF WITNESS 見證人姓名 Signature(s) of Transferor(s)/ 註明日期
Company chop (if applicable)
轉讓人簽署╱公司印章(倘適用)
Address of witness 見證人地址
Occupation of witness 見證人職業 Date of Submission of this Form of
Acceptance
提交本接納表格之日期
DO NOT Signed by or for and on behalf of the Transferee in the presence of: For and on behalf of 為及代表
COMPLETE 承讓人或其代表在下列見證人見證下簽署: Able Success Asia Limited 得勝亞洲有限公司
請勿填寫本欄 SIGNATURE OF WITNESS 見證人簽署
NAME OF WITNESS 見證人姓名
Address of witness 見證人地址
Authorised Signatory(ies) 授權簽署
Signature(s) of Transferee 承讓人簽署
Occupation of witness 見證人職業
Date of transfer 過戶日期
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Note: Insert the total number of Shares for which the Share Offer is accepted. If no number is inserted or a number in excess of your registered holding of Shares is inserted and you have signed this form, then you will be deemed to have accepted the Share Offer for your entire registered holding of Shares.
附註: 請填上接納股份要約的股份總數。如 閣下並無填上數目或所填數目超過 閣下所持之登記股份數目並已簽署本表格,則 閣下將被視為已就名下登記持有之全部股份接納股份要約。
PERSONAL DATA
Personal Information Collection Statements
This personal information collection statement informs you of the policies and practices of the Offeror, Kingston Securities and/or 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 Share Offer for your Shares, 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.
2. Purposes
The personal data which you provide on this form may be used, held and/or stored (by whatever means) for the following purposes:
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processing your acceptance and verification or compliance with the terms and application procedures set out in this form and the Composite Document;
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registering transfers of the Share(s) out of your name;
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maintaining or updating the relevant register of holders of the Share(s);
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conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
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distributing communications from the Offeror, Kingston Securities or agents such as the advisers and the Registrar;
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compiling statistical code information and shareholder profiles;
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making disclosures as required by laws, rules or regulations (whether statutory or otherwise);
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any other purpose in connection with the business of the Offeror, Kingston Securities and/or the Registrar; and
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any other incidental or associated purposes relating to the above and/or to enable the Offeror, Kingston Securities and/or the Registrar to discharge their obligations to the Shareholders and/ or regulators and any other purpose which the Shareholders may from time to time agree to or be informed of.
3. Transfer of personal data
The personal data provided in this form will be kept confidential but the Offeror, 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:
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the Offeror’s advisers and/or agent(s);
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any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services the Offeror, Kingston Securities and/or to the Registrar, in connection with the operation of its business;
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any regulatory or governmental bodies;
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any other persons or institutions with which you have or propose to have dealings, such as your bankers, solicitors, accountants, licensed securities dealers or registered institution in securities; and
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any other persons or institutions whom the Offeror, Kingston Securities and/or the Registrar considers to be necessary or desirable in the circumstances.
4. Access to and correction of personal data
The Ordinance provides you with rights to ascertain whether the Offeror, Kingston Securities and/or the Registrar holds 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, Kingston Securities and/or 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 Offeror, Kingston Securities and/or the Registrar (as the case may be).
BY SIGNING THIS FORM 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 閣下有關要約方、金利豐證券 及╱或登記處關於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
如欲就 閣下之股份接納股份要約, 閣下須提供所需的個 人資料。倘 閣下未能提供所需資料,則可能導致 閣下的 接納申請被拒或受到延誤。
2. 用途
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閣下於本表格提供的個人資料可能會用作、持有及╱或保存
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(以任何方式)作下列用途:
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處理 閣下的接納申請及核實或遵循本表格及綜合文件 載列的條款及申請程序;
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登記以 閣下名義進行的股份轉讓;
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保存或更新有關股份的股東名冊;
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核實或協助核實簽名,以及進行任何其他資料核實或交 換;
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由要約方、金利豐證券或代理人(如顧問及登記處)發佈 通訊;
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編製統計代碼資料及股東資料;
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按法例、規則或規定(無論法定或其他規定)作出披露;
3. 轉交個人資料
本表格提供的個人資料將作為機密資料妥當保存,惟要約 方、金利豐證券及╱或登記處為達致上述或有關任何上述的 用途,可能作出彼等認為必須的查詢,以確認個人資料的準 確性,尤其可能披露、獲取或轉交(無論香港或香港以外地 區)該等個人資料予或自下列任何及所有個人及實體:
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要約方顧問及╱或代理;
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為要約方、金利豐證券及╱或登記處有關的業務經營提 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;
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任何監管或政府機構;
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與 閣下進行交易或建議進行交易的任何其他個人或機 構,如 閣下的銀行、律師、會計師、持牌證券交易商或 註冊證券機構;及
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要約方、金利豐證券及╱或登記處認為必須或適當情況 下的任何其他個人或機構。
4. 獲取及更正個人資料
根據該條例的規定, 閣下可確認要約方、金利豐證券及╱ 或登記處是否持有 閣下的個人資料,並獲取該資料副本, 以及更正任何錯誤資料。依據該條例的規定,要約方、金利 豐證券及╱或登記處就獲取任何數據的請求可收取合理的 手續費。獲取資料或更正資料或獲取有關政策及慣例及所持 資料的所有請求,須提交予要約方、金利豐證券及╱或登記 處(視情況而定)。
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有關要約方、金利豐證券及╱或登記處業務的任何其他 用途;及
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有關上文所述任何其他附帶或關連用途及╱或以便要約 方、金利豐證券及╱或登記處履行彼等對股東及╱或監 管機構之責任及股東可能不時同意或知悉的任何其他用 途。
閣下一經簽署本表格即表示同意上述所有條款。
THIS FORM OF ACCEPTANCE 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 transferred all of your Shares, you should at once hand this Form of Acceptance and the accompanying Composite Document to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected, for transmission to the purchaser(s) or transferee(s).
HOW TO COMPLETE THIS FORM
This WHITE Form of Acceptance should be read in conjunction with the Composite Document. The defined terms under the section “Definitions” in and the provisions of Appendix I to the Composite Document are incorporated into and form part of this WHITE Form of Acceptance.
To accept the Share Offer made by Kingston Securities on behalf of the Offeror, you should complete and sign this WHITE Form of Acceptance and forward this WHITE Form of Acceptance, 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 not less than the number of Shares in respect of which you intend to accept the Share Offer, by post or by hand, with “ China Packaging Group Company Limited – Share Offer ” marked on the envelope, to the Registrar at Computershare Hong Kong Investor Services Ltd. at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable, but in any event so as to reach the Registrar by no later than 4:00 p.m. on 19 February 2013 (or such later time and/or date as the Offeror may determine and announce in accordance with the Takeovers Code).
WHITE FORM OF ACCEPTANCE IN RESPECT OF THE SHARE OFFER
To: The Offeror and Kingston Securities
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My/Our execution of this WHITE Form of Acceptance (whether or not such form is dated), which shall be binding on my/our successors and assignees, shall constitute:
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(a) my/our acceptance of the Share Offer made by Kingston Securities on behalf of the Offeror, as contained in the Composite Document, for the consideration and subject to the terms and conditions therein and herein mentioned, in respect of the number of Shares specified in this WHITE Form of Acceptance or, if no such number is specified or a greater number is specified than I/we am/are registered as the holder(s) thereof, in respect of such number of Shares as to which I/we am/are registered as the holder(s), provided such number of Shares shall not be counted towards as validly accepted unless Note 1 to Rule 30.2 of the Takeovers Code is met;
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(b) my/our irrevocable instruction and authority to the Offeror, Kingston Securities, the Registrar and/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 under the terms of the Share Offer after deducting all sellers’ ad valorem stamp duty payable by me/us in connection with my/ our acceptance of the Share Offer, by ordinary post at my/our own risk to the person and 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:
(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 capitals)
Address: (in block capitals)
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(c) my/our irrevocable instruction and authority to the Offeror, Kingston Securities or such person or persons as they may direct for the purpose, on my/our behalf, to make and execute the contract note as required by Section 19(1) of 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 Share(s) to be sold by me/us under the Share Offer and to cause the same to be stamped and to cause an endorsement to be made on this WHITE Form of Acceptance in accordance with the provisions of that Ordinance;
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(d) 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 Share(s) tendered for acceptance under the Share Offer to the Offeror or such person or persons as it may direct, free from Encumbrances whatsoever and together with all rights accruing or attaching thereto as at the date of the Composite Document or subsequently attaching to them, including the right to receive in full all dividends and other distributions, if any, declared, paid or made on the Shares on or after the date of the Composite Document;
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(e) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror, Kingston Securities or their respective agents or such person or persons as it/they may direct on the exercise of any of the authorities contained herein; and
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(f) my/our irrevocable instruction and authority to the Offeror, Kingston Securities and 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 surrender of, the enclosed transfer receipt(s) and/or any other document(s) of title (if any) (and/or any 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 Share Offer as if it/they were share certificate(s) delivered to the Registrar together with this WHITE Form of Acceptance.
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I/We understand that acceptance of the Share Offer by me/us will constitute a warranty by me/us to the Offeror and Kingston Securities that (i) the number of Share(s) specified in this WHITE Form of Acceptance will be sold free from Encumbrances whatsoever and together with all rights accruing or attaching thereto as at the date of the Composite Document or subsequently attaching to them, including the right to receive in full all dividends and other distributions, if any, declared, paid or made on the Shares on or after the date of the Composite Document.
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In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease and in which event, I/we authorise and request you to return to me/us the share title documents together with this WHITE Form of Acceptance duly cancelled, by ordinary post at my/our own risk to the person and address stated in paragraph 1(b) 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: Where you have sent one or more transfer receipt(s) and in the meantime the relevant share certificate(s) has/have been collected by the Offeror, Kingston Securities or their respective agent(s) from the Registrar on your behalf, you will be sent such share certificate(s) in lieu of the transfer receipt(s).
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I/We enclose the relevant abovementioned share title documents for the whole or part of my/our holding of Share(s) which are to be held by you on the terms and conditions of the Share Offer. I/We understand that no acknowledgement of receipt of any WHITE Form of Acceptance or title documents will be given. I/we further understand that all documents will be sent at my/our own risk.
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I/We warrant that 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 Share Offer.
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I/We warrant to the Offeror and Kingston Securities that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the register of members of the Company in connection with my/our acceptance of the Share Offer, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required in compliance with all necessary formalities or regulatory or legal requirements and that I/ we have not taken or omitted to take any action which will or may result in the Offeror, Kingston Securities or the Company or any other person acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Share Offer or my/our acceptance thereof, and am/are permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws.
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I/We warrant to the Offeror, Kingston Securities and the Company that I/we shall be fully responsible for the payment of any transfer or other taxes or duties payable by me/us in respect of the relevant jurisdiction where my/our address is stated in the register of members of the Company.
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I/We acknowledge that, save as expressly provided in the Composite Document and this WHITE Form of Acceptance, all acceptance, instructions, authorities and undertakings hereby given shall be irrevocable and unconditional.
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I/We hereby warrant and represent to you that I am/we are not a resident of or located in the United States of America (or acting on behalf of a resident of or a person located in the United States of America).
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I/We acknowledge that my/our shares sold to Offeror by way of the Share Offer will be registered under the name of the Offeror and/or its nominee.