G-Resources Group Limited — M&A Activity 2014

Jul 3, 2014

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, 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、香港聯合交易所有限公司及香港中央結算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。

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

閣下如欲接納該等要約，請使用本接納及轉讓表格。

All words and expressions defined in the offer document dated 3 July 2014 (the “ Offer Document ” ) issued by Gold Seal Holdings Limited shall, unless the context otherwise requires, have the same meanings when used in this form.

除文義另有所指外，本表格所用詞彙與Gold Seal Holdings Limited於二零一四年七月三日刊發之要約文件（「要約文件」）所界定者具相同涵義。

PALADIN LIMITED

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司）

(Stock Code: 495) (Ordinary Shares) （股份代號：495）（普通股）

FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S) OF HK$0.01 EACH IN THE ISSUED SHARE CAPITAL OF PALADIN LIMITED

PALADIN LIMITED已發行股本中每股面值0.01港元普通股之接納及轉讓表格 To be completed in full每項均須填寫

Hong Kong branch share registrar and transfer office: Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

香港股份過戶登記分處：香港中央證券登記有限公司

香港灣仔皇后大道東183號合和中心17樓1712至1716室

You must insertthe total number ofOrdinary Shares forwhich the OrdinaryOffer Share is accepted.閣下必須填上接納要約普通股之普通股總數。Signed by or for and on behalf of the Transferor(s) in the presence of:ALL JOINT轉讓人或其代表在下列見證人見證下簽署：REGISTEREDSignature of witness見證人簽署HOLDERS MUSTSIGN HEREName of witness見證人姓名所有聯名登記持有人均須於本欄Address of witness見證人地址Signature(s) of Transferor(s)/Company chop, if applicable簽署轉讓人簽署╱公司印鑑（如適用）Occupation of witness見證人職業Date of submission of this form of acceptance and transfer提交本接納及轉讓表格之日期FOR THE CONSIDERATIONstated below the“Transferor(s)”named below hereby accept(s) the Ordinary Offer Share and transfer(s) to the“Transferee”namedbelow the Ordinary Share(s) of HK$0.01 each held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Offer Document.下述「轉讓人」謹此按下列代價，根據本表格及要約文件載列之條款及條件，接納要約普通股並向下述「承讓人」轉讓以下註明轉讓人持有每股面值0.01港元之普通股。Number of Ordinary Sharesto be transferred (Note)將予轉讓普通股數目（附註）FIGURES數目WORDS大寫Share certificate number(s)股票號碼TRANSFEROR(S)name(s) and address(es)in full轉讓人全名及地址(EITHER TYPE-WRITTEN ORWRITTEN 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$0.25 in cash for each Ordinary Share每股普通股現金0.25港元TRANSFEREE承讓人Name:Gold Seal Holdings Limited名稱：Correspondence Address:Room 1403, Causeway Bay Commercial Building, 3 Sugar Street, Causeway Bay, Hong Kong通訊地址：香港銅鑼灣糖街3號銅鑼灣商業大廈1403室Occupation:Corporation職業：公司	FOR THE CONSIDERATIONstated below the“Transferor(s)”named below hereby accept(s) the Ordinary Offer Share and transfer(s) to the“Transferee”namedbelow the Ordinary Share(s) of HK$0.01 each held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Offer Document.下述「轉讓人」謹此按下列代價，根據本表格及要約文件載列之條款及條件，接納要約普通股並向下述「承讓人」轉讓以下註明轉讓人持有每股面值0.01港元之普通股。	FOR THE CONSIDERATIONstated below the“Transferor(s)”named below hereby accept(s) the Ordinary Offer Share and transfer(s) to the“Transferee”namedbelow the Ordinary Share(s) of HK$0.01 each held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Offer Document.下述「轉讓人」謹此按下列代價，根據本表格及要約文件載列之條款及條件，接納要約普通股並向下述「承讓人」轉讓以下註明轉讓人持有每股面值0.01港元之普通股。	FOR THE CONSIDERATIONstated below the“Transferor(s)”named below hereby accept(s) the Ordinary Offer Share and transfer(s) to the“Transferee”namedbelow the Ordinary Share(s) of HK$0.01 each held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Offer Document.下述「轉讓人」謹此按下列代價，根據本表格及要約文件載列之條款及條件，接納要約普通股並向下述「承讓人」轉讓以下註明轉讓人持有每股面值0.01港元之普通股。	FOR THE CONSIDERATIONstated below the“Transferor(s)”named below hereby accept(s) the Ordinary Offer Share and transfer(s) to the“Transferee”namedbelow the Ordinary Share(s) of HK$0.01 each held by the Transferor(s) specified below subject to the terms and conditions contained herein and in the Offer Document.下述「轉讓人」謹此按下列代價，根據本表格及要約文件載列之條款及條件，接納要約普通股並向下述「承讓人」轉讓以下註明轉讓人持有每股面值0.01港元之普通股。
	Number of Ordinary Sharesto be transferred (Note)將予轉讓普通股數目（附註）	FIGURES數目		WORDS大寫
	Share certificate number(s)股票號碼
	TRANSFEROR(S)name(s) and address(es)in full轉讓人全名及地址(EITHER TYPE-WRITTEN ORWRITTEN 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$0.25 in cash for each Ordinary Share每股普通股現金0.25港元
	TRANSFEREE承讓人	Name:名稱：Correspondence Add通訊地址：Occupation:職業：	Gold Seal Holdings Limitedress:Room 1403, Causeway Bay Commercial Building, 3 Sugar Street, Causeway Bay, Hong Kong香港銅鑼灣糖街3號銅鑼灣商業大廈1403室Corporation公司
		e of:	ALL JOINTREGISTEREDHOLDERS MUSTSIGN HERE所有聯名登記持有人均須於本欄Signature(s) of Transferor(s)/Company chop, if applicable簽署轉讓人簽署╱公司印鑑（如適用）Date of submission of this form of acceptance and transfer提交本接納及轉讓表格之日期
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 for and on behalf of the Transferee in the presen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		Do nce of:	ot complete請勿填寫本欄For and on behalf of代表Gold Seal Holdings LimitedSignature of Transferee or its duly authorised agent(s)承讓人或其正式授權代理簽署

Note: If no number is specified or if the total number of Ordinary Shares specified in this form is greater than the Ordinary Shares tendered, as supported by the Share certificate(s), transfer receipt(s) and/or any other documents of title (and/or any satisfactory indemnity or indemnities required in respect thereof), you are deemed to have accepted the Offers in respect of the Shares as shall be equal to the number of the Ordinary Shares tendered by you, as supported by the relevant Share certificate(s), transfer receipt(s) and/or any other documents of title and/or any satisfactory indemnity or indemnities required in respect thereof.

If the number specified in this form is smaller than the Ordinary Shares tendered, as supported by the relevant Share certificate(s), transfer receipt(s) and/or any other documents of title (and/or any satisfactory indemnity or indemnities required in respect thereof), you are deemed to have accepted the Offers in respect of the Ordinary Shares as shall be equal to the number of the Ordinary Shares specified in this form.

• 附註： 倘本表格上並無填上數目或所填寫之普通股總數多於所提交之普通股（以股票、過戶收據及╱或任何其他所有權文件（及╱或就此所需任何符合要求之一項或多項彌償保證）為證），則 閣下將被視為已按相等 於 閣下所提交之普通股數目（以有關股票、過戶收據及╱或任何其他所有權文件及╱或就此所需任何符合要求之一項或多項彌償保證為證）接納有關普通股之該等要約。 倘本表格上所填寫之數目少於所提交之普通股數目（以有關股票、過戶收據及╱或任何其他所有權文件（及╱或就此所需任何符合要求之一項或多項彌償保證）為證），則 閣下將被視為已按相等於本表格上所填寫 之普通股數目接納有關普通股之該等要約。

PERSONAL DATA

Personal Information Collection Statement

of Hong Kong) (the The main provision of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws “Ordinance”) came into effect in Hong Kong on 20 December 1996. This personal information collection statement informs you of the policies and practices of the Offeror, Anglo Chinese Corporate Finance, Limited, the Company and the Registrar in relation to personal data and the Ordinance.

1. Reasons for the collection of your personal data

To accept the Offers for your Ordinary 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 is important that you inform the Offeror, Anglo Chinese Corporate Finance, Limited, the Company and/or the Registrar immediately of any inaccuracies in the data supplied.

2. Purposes

• The personal data which you provide in this form may be used, held and/or stored (by whatever means) for the following purposes:

• processing of your acceptance and verification or compliance with the terms and application procedures set out in this form and the Offer Document;

• registering transfers of the Ordinary Share(s) out of your name;

3. Transfer of personal data

The personal data provided in this form will be kept confidential but the Offeror, the Company and/or Anglo Chinese Corporate Finance, Limited 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, the Company, Anglo Chinese Corporate Finance, Limited and/ or any of their respective agent(s) and advisers, the Registrar and overseas principal registrar (if any);

• any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services to the Offeror and/or Anglo Chinese Corporate Finance, Limited and/or the Company and/or the Registrar, in connection with the operation of its business;

• the Stock Exchange, the SFC and any other regulatory or governmental bodies;

• any other persons or institutions with which you have or propose to have dealings, such as bankers, solicitors, accountants, licensed securities dealers or registered institution in securities; and

• maintaining or updating the relevant register of members;

• conducting or assisting to conduct signature verifications, and any other verification or exchange of information;

• establishing your entitlements under the Offers;

• distributing communications from the Offeror and/or the Company and/or their respective agents, officers and advisers and the Registrar;

• compiling statistical information and Shareholder 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, Anglo Chinese Corporate Finance, Limited or the Registrar; and

• any other incidental or associated purposes relating to the above and/ or to enable the Offeror, the Company and/or Anglo Chinese Corporate Finance, Limited and/or the Registrar to discharge their obligations to the Shareholders and/or regulators and other purpose to which the Shareholders may from time by time agree to or be informed of.

  • any other persons or institutions whom the Offeror and/or Anglo Chinese Corporate Finance, Limited and/or the Company and/or the Registrar considers to be necessary or desirable in the circumstances.

4. Retention of personal data

The Offeror, Anglo Chinese Corporate Finance, Limited, the Company and the Registrar will keep the personal data of the applicants and holders of securities for as long as necessary to fulfil the purposes for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Ordinance.

5. Access and correction of personal data

The Ordinance provides you with rights to ascertain whether the Offeror and/ or Anglo Chinese Corporate Finance, Limited and/or the Company 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 and/or Anglo Chinese Corporate Finance, Limited 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 Anglo Chinese Corporate Finance, Limited and/or the Company 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

香港法例第486章個人資料（私隱）條例（「該條例」）之主要條文已於一九九六年十二 月二十日在香港生效。本收集個人資料聲明旨在知會 閣下有關要約方、英高財務 顧問有限公司、該公司及過戶登記處有關個人資料及該條例之政策及慣例。

1. 收集 閣下個人資料之原因

• 如 閣下就本身之普通股接納該等要約， 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 閣下之接納不獲受理或有所延誤。倘 閣 下提供之資料有任何不準確之處， 閣下務須立刻通知要約方、英高財務顧 問有限公司、該公司及╱或過戶登記處。

2. 用途

• 閣下於本表格提供之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 閣下之接納及核實或遵循本表格及要約文件載列之條款及申請手 續；

• 登記以 閣下名義轉讓普通股；

• 保存或更新有關股東名冊；

3. 轉交個人資料

本表格提供之個人資料將作為機密資料妥當保存，惟要約方、該公司及╱或 英高財務顧問有限公司及╱或過戶登記處為達致上述或其中任何用途，可能 作出其認為必需之查詢，以確認個人資料之準確性，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：

  - 要約方、該公司、英高財務顧問有限公司及╱或彼等各自之代理及顧問 以及過戶登記處及海外主要股份登記處（如有）； 

  - 向要約方及╱或英高財務顧問有限公司及╱或該公司及╱或過戶登記處 就其業務經營提供行政、電訊、電腦、付款或其他服務之任何代理、承 包商或第三方服務供應商； 

  - 聯交所、證監會及任何其他監管或政府機構； 

  - 與 閣下進行交易或建議進行交易之任何其他人士或機構，例如往來銀 行、律師、會計師、持牌證券交易商或註冊證券機構；及 

  - 要約方及╱或英高財務顧問有限公司及╱或該公司及╱或過戶登記處認 為必需或適當情況下之任何其他人士或機構。 

4. 個人資料的保留

• 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 閣下根據該等要約有權取得的配額；

• 自要約方及╱或該公司及╱或彼等各自之代理、員工及顧問以及過戶登 記處發佈通信；

  - 要約方、英高財務顧問有限公司、該公司及過戶登記處將按收集個人資料所 需的用途保留證券申請人及持有人的個人資料。無需保留的個人資料將會根 據條例銷毁或處理。 
  

  5. 存取及更正個人資料

• 編製統計資料及股東簡歷；

• 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配額；

• 有關要約方、英高財務顧問有限公司或過戶登記處業務之任何其他用 途；及

• 有關上文所述任何其他臨時或關連用途及╱或以便要約方、該公司及╱ 或英高財務顧問有限公司及╱或過戶登記處履行彼等對股東及╱或監管 機構的責任及股東不時同意或獲悉之其他用途。

根據該條例之規定， 閣下有權確認要約方及╱或英高財務顧問有限公司及 ╱或該公司及╱或過戶登記處是否持有 閣下之個人資料，並獲取該資料副 本，以及更正任何不正確資料。依據該條例之規定，要約方及╱或英高財務 顧問有限公司及╱或該公司及╱或過戶登記處可就獲取任何資料之要求收取 合理手續費。存取資料或更正資料或獲取有關政策及慣例以及所持資料類別 之所有要求，須提交要約方及╱或英高財務顧問有限公司及╱或該公司及╱ 或過戶登記處（視情況而定）。

閣下一經簽署本表格，即表示同意上述所有條款。

THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION . If you are in doubt as to any aspect of this form or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Ordinary Share(s), you should at once hand this form and the accompanying Offer Document to the purchaser(s) or transferee(s) or to the bank, 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).

Anglo Chinese Corporate Finance, Limited is making the Offers on behalf of the Offeror. The making of the Offers to persons with a registered address in a jurisdiction outside Hong Kong may be prohibited or limited by the laws of the relevant jurisdictions. Overseas Shareholders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice. It is the responsibility of each Overseas Shareholder who wishes to accept the Offers to satisfy himself, herself or itself as to the full observance of the laws and regulations of the relevant jurisdictions in connection with acceptance of the Offers, (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due in respect of such jurisdictions). The Offeror, Anglo Chinese Corporate Finance, Limited, the Company, any of their respective directors and professional advisers and all persons involved in the Offers shall be entitled to be fully indemnified and held harmless by the Overseas Shareholders for any taxes as they may be required to pay. Acceptance of the Offers by you will be deemed to constitute a warranty by you that you are permitted under all applicable laws to receive and accept the Offers, and any revision thereof, and such acceptance shall be valid and binding in accordance with all applicable laws. You are recommended to seek professional advice on deciding whether to accept the Offers.

HOW TO COMPLETE THIS FORM OF ACCEPTANCE AND TRANSFER

Shareholders are advised to read this form in conjunction with the Offer Document before completing this form. To accept the Offers made by Anglo Chinese Corporate Finance, Limited on behalf of the Offeror to acquire your Ordinary Shares at a cash price of HK$0.25 per Ordinary Share, you should complete and sign this form overleaf and forward this form, together with the relevant share certificate(s) (the “ 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 such number of Ordinary Shares in respect of which you wish to accept the Offers, by post or by hand, to Computershare Hong Kong Investor Services Limited ( “ Registrar ” ) at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen ’ s Road East, Wanchai, Hong Kong, marked “ GOLD SEAL HOLDINGS LIMITED – CASH OFFERS ” on the envelope as soon as possible, but in any event so as to reach the Registrar not later than 4:00 p.m. on Thursday, 31 July 2014 (Hong Kong time) or such later time and/or date as the Offeror may determine and announce with the consent of the Executive in accordance with the Takeovers Code.

FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE OFFERS

• To: The Offeror and Anglo Chinese Corporate Finance, Limited

1. My/Our execution of this form overleaf shall be binding on my/our successors and assignees, and shall constitute:

   • (a) my/our acceptance of the Offers made by Anglo Chinese Corporate Finance, Limited on behalf of the Offeror, as contained in the Offer Document, for the consideration and subject to the terms and conditions therein and herein mentioned, in respect of the number of Ordinary Shares specified in this form;

   • (b) my/our irrevocable instruction and authority to each of the Offeror and/or Anglo Chinese Corporate Finance, Limited and/or any of their respective agent(s) to collect from the Company or the Registrar on my/our behalf the Share certificate(s) in respect of the Ordinary Shares due to be issued to me/us in accordance with, and against surrender of, the enclosed transfer receipt(s) and/or 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) and subject to the terms and conditions of the Offers, as if it was/they were Share certificate(s) delivered to them together with this form;

   • (c) my/our irrevocable instruction and authority to each of the Offeror and/or Anglo Chinese Corporate Finance, Limited or any of their respective agent(s) to send a cheque crossed 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 Offers (less seller’s ad valorem stamp “Not duty payable by me/us in connection with my/our acceptance of the Offers), 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 from the date on which all the relevant documents are received by the Registrar to tender such acceptance complete and valid; (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 capitals) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Address: (in block capitals) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   • (d) my/our irrevocable instruction and authority to each of the Offeror and/or Anglo Chinese Corporate Finance, Limited or such person or persons as any of them may direct for the purpose, on my/our behalf, to make, execute and deliver 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 Ordinary Shares to be sold by me/us under the Offers and to cause the same to be stamped and to cause an endorsement to be made on this form in accordance with the provisions of that Ordinance and to make, execute and deliver any other document or instrument in a form specified by the Stock Exchange as may be necessary to effect valid transfer of such Ordinary Shares under the memorandum and articles of association of the Company and to make endorsement on it under that Ordinance;

   • (e) my/our irrevocable instruction and authority to any director of the Offeror, Anglo Chinese Corporate Finance, Limited or such person or persons as any of them may direct to complete and execute any document on behalf of the person accepting the Offers and to do any other act that may be necessary or expedient for the purposes of vesting in the Offeror or such person or persons as it may direct the Ordinary Shares, in respect of which such person has accepted the Offers;

   • (f) 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 Ordinary Shares to the Offeror or such person or persons as it may direct free from all liens, claims, charges, encumbrances, rights of pre-emption and any third party rights of any nature and together with all rights attached thereto, including the right to receive all dividends and distributions declared, made or paid, if any, the record date of which is on or after the date on which the Offers are made; and

   • (g) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror or Anglo Chinese Corporate Finance, Limited or any of their respective agent(s) or such person or persons as any of them may direct on the exercise of any of the authorities contained herein.

2. I/We understand that acceptance of the Offers by me/us will be deemed to constitute a warranty by me/us to the Offeror and Anglo Chinese Corporate Finance, Limited that all Ordinary Shares sold by me/us under the Offers are sold free from all third party rights, liens, charges, equities, options, claims, adverse interests and encumbrances whatsoever and together with all rights attaching or accruing thereto, including but without limitation the right to receive all dividends and distributions declared, made or paid, if any, the record date of which is on or after the date on which the Offers are made.

3. I/We hereby warrant and represent to you that I/we am/are the registered holder(s) of the Ordinary Shares specified in this form and I/we have the full right, power and authority to sell and pass the title and ownership of my/our Ordinary Shares to the Offeror absolutely by way of acceptance of the Offers under the name of the Offeror or its nominee.

4. In the event that my/our acceptance is not valid in accordance with the terms of the Offers, 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 any satisfactory indemnity or indemnities required in respect thereof), together with this form duly cancelled, by ordinary post at my/our own risk to the person named 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 or branch register of members of the Company. Note: When 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 and/or Anglo Chinese Corporate Finance, Limited or any of their respective agent(s) from the Company or the Registrar on your behalf upon your acceptance of the Offers, you will be returned such Share certificate(s) in lieu of the transfer receipt(s).

5. I/We warrant to the Offeror, Anglo Chinese Corporate Finance, Limited and the Company 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 Offers, including the obtaining of any governmental, exchange control or other consent and any registration or filing which may be required in compliance with all necessary formalities, legal and/or regulatory requirements.

6. I/We warrant to the Offeror, Anglo Chinese Corporate Finance, Limited and the Company that I/we shall be fully responsible for payment of any transfer or other taxes and duties payable in respect of the jurisdiction where my/our address is located as set out in the register of members of the Company in connection with my/our acceptance of the Offers.

7. 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 Ordinary Shares which are to be held by you on the terms and conditions of the Offers. I/We understand that no acknowledgement of receipt of any form of acceptance and transfer, 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.

8. I/We acknowledge that my/our Ordinary Shares sold to the Offeror by way of acceptance of the Offers will be registered under the name of the Offeror or its nominee.

9. I/We irrevocably undertake, represent, warrant and agree to and with the Offeror, Anglo Chinese Corporate Finance, Limited and the Company (so as to bind my/our successors and assignee) that in respect of the Ordinary Shares which are accepted or deemed to have been accepted under the Offers (where no number is inserted or a number in excess of my/our registered holding of Ordinary Shares is inserted on this form, I/we understand that I/we will be deemed to have accepted the Offers in respect of my/our entire registered holding of Ordinary Shares), which acceptance has not been validly withdrawn, and which have not been registered in the name of the Offeror or as it may direct, to give:

   • (a) an authority to the Company and/or its agents from me/us to send any notice, circular, warrant or other document or communication which may be required to be sent to me/us as a member of the Company (including any share certificate(s) and/or other document(s) of title issued as a result of conversion of such Ordinary Shares into certificated form) to the attention of the Offeror at the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong;

   • (b) an irrevocable authority to the Offeror or its agents to sign any consent to short notice of any general meeting of the Company on my/our behalf and/or to attend and/or to execute a form of proxy in respect of such Ordinary Shares appointing any person nominated by the Offeror to attend such general meeting (or any adjournment thereof) and to exercise the votes attaching to such Shares on my/our behalf, such votes to be cast in a manner to be determined at the sole discretion of the Offeror subject to the Takeovers Code; and

   • (c) my/our agreement not to exercise any of such rights without the consent of the Offeror and my/our irrevocable undertaking not to appoint a proxy for, or to attend any, such general meeting and subject as aforesaid, to the extent I/we have previously appointed a proxy, other than the Offeror or its nominee or appointee, for or to attend or to vote at the general meeting of the Company, I/we hereby expressly revoke such appointment.

10. I/We acknowledge that, save as expressly provided in the Offer Document, all the acceptance, instructions, authorisation and undertakings hereby given shall be irrevocable and unconditional.