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ICO Group Limited — Share Issue/Capital Change 2016
Feb 22, 2016
49938_rns_2016-02-22_f354e973-3d2a-4c7d-b946-4bfd50d145b5.pdf
Share Issue/Capital Change
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To be valid, the whole of this application form must be returned 本申請表格必須整份交回方為有效
Application Form Number 申請表格編號
IMPORTANT 重要提示
IF YOU ARE IN DOUBT AS TO ANY ASPECT OF THIS APPLICATION FORM OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER REGISTERED DEALER IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
閣下如對本申請表格任何方面或應採取之行動有任何疑問,應諮詢 閣下之股票經紀或其他註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。
THIS APPLICATION FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE BY THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON TUESDAY, 8 MARCH 2016.
本申請表格具有價值,但不可轉讓,並僅供下列之合資格股東使用。二零一六年三月八日(星期二)下午四時正後不得提出申請。
Terms used herein shall have the same meanings as defined in the prospectus of AMCO United Holding Limited dated 23 February 2016 (“Prospectus”) unless the context otherwise requires.
除文義另有所指外,本申請表格所採用詞彙與雋泰控股有限公司日期為二零一六年二月二十三日之發售章程(「發售章程」)所界定者具有相同涵義。
Subject to the grant of the approval for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other date 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. You should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.
待發售股份獲准於聯交所上市及買賣以及遵守香港結算之股份收納規定後,發售股份將獲香港結算接納為合資格證券,可自發售股份開始於聯交所買賣日期或香港結算可能釐定之有關其他日期起於中央結算系統內寄存、結算及交收。聯交所參與 者之間於任何交易日進行之交易須於其後第二個交收日在中央結算系統內結算。所有中央結算系統下之活動均須依據不時有效的中央結算系統一般規則及中央結算系統運作程序規則進行。 閣下應就交收安排之詳情及有關安排對 閣下之權利 及利益之影響諮詢 閣下之持牌證券交易商、註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。
A copy of each of the Prospectus Documents, together with the written consent referred to in the paragraph headed “Expert and Consent” in Appendix III to the Prospectus, has been registered with the Registrar of Companies of Hong Kong pursuant to Section 342C of the C(WUMP)O. The Registrar of Companies of Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of these documents.
各章程文件之副本連同發售章程附錄三「專家及同意書」一段所述之同意書已遵照公司(清盤及雜項條文)條例第342C條送呈香港公司註冊處處長登記。香港公司註冊處處長及香港證券及期貨事務監察委員會對任何該等文件之內容概不負責。 Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Application 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 Application Form.
香港交易及結算所有限公司、聯交所及香港結算對本申請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申請表格全部或任何部分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。
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Hong Kong branch share registrar and transfer office: Tricor Standard Limited Level 22 Hopewell Centre 183 Queen’s Road East Hong Kong 香港股份過戶登記分處: 卓佳標準有限公司 香港皇后大道東183號 合和中心22樓
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(Incorporated in Bermuda with limited liability)
(於百慕達註冊成立之有限公司)
(Stock Code : 630) (股份代號:630)
OPEN OFFER AT HK$0.13 PER OFFER SHARE ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES IN ISSUE HELD ON THE RECORD DATE
公開發售
每股發售股份作價0.13港元
基準為於記錄日期每持有兩股現有股份獲發一股發售股份
PAYABLE IN FULL ON APPLICATION BY NO LATER THAN 4:00 P.M. ON TUESDAY, 8 MARCH 2016 股款須於申請時(不得遲於二零一六年三月八日(星期二)下午四時正)繳足
Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda
Head office and principal place of business in Hong Kong: 9/F, Fung House 19-20 Connaught Road Central Hong Kong
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註冊辦事處:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
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總辦事處及香港主要營業地點: 香港 干諾道中19-20號 馮氏大廈9樓
APPLICATION FORM 申請表格
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Name(s) and address of the Qualifying Shareholder(s) 合資格股東姓名及地址 Number of Shares registered in your name on Monday, 22 February 2016於二零一六年二月二十二日(星期一)以 閣下名義登記之股份數目
Box A
甲欄
Number of Offer Shares in your assured allotment subject to payment in full on acceptance
by not later than 4:00 p.m. on Tuesday, 8 March 2016
閣下之保證配額內之發售股份數目,股款須於二零一六年三月八日(星期二)下午四時正前
接納時繳足
Box B
乙欄
Amount payable on assured allotment when applied in full
悉數申請保證配額應繳款項
Box C HK$
丙欄 港元
Application can only be made by the Qualifying Shareholder(s) named above. Number of Offer Shares applied for
Please enter in Box D the number of Offer Shares applied for and the amount of remittance enclosed 申請認購之發售股份數目
(calculated as number of Offer Shares applied for multiplied by HK$0.13) Remittance enclosed
認購申請僅可由上述合資格股東作出。 Box D 隨附股款
丁欄 HK$
請於丁欄填寫所申請認購之發售股份數目及隨附之股款金額(以申請認購之發售股份數目乘以0.13港 港元
元計算)
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Please see overleaf the “Conditions” and “Procedures for Application” explaining how to apply for the Offer Shares under this Application Form and note the “Termination of the Underwriting Agreement”.
請參閱載於本申請表格背頁解釋如何根據本申請表格申請發售股份之「條件」及「申請手續」,並注意「終止包銷協議」。
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For identification purposes only
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僅供識別
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(Incorporated in Bermuda with limited liability)
(Stock Code : 630)
CONDITIONS
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Subject as mentioned in the Prospectus and this Application Form, the assured allotment set out in Box B of this Application Form is made to the Shareholders whose names were on the register of members of the Company and who were Qualifying Shareholders on the basis of one Offer Share for every two Shares in issue held on Monday, 22 February 2016. No Excluded Shareholder (if any) is permitted to apply for any Offer Shares.
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No receipt will be issued in respect of any Application Form or of any application monies received but it is expected that share certificate(s) for any Offer Shares in respect of which the application is accepted in full or in part will be sent to the allottee(s) or, in the case of joint allottees, to the first named allottee by ordinary post, at their own risk, at the address stated on this Application Form.
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Completion of this Application Form will constitute an instruction and authority by the applicant(s) to the Company and/or Tricor Standard Limited or any person nominated by them for the purpose, on behalf of the applicant(s), to execute any registration of this Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the applicant(s) of the Offer Shares applied for or any lesser number in accordance with the arrangements described in the Prospectus.
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The applicant(s) of the Offer Shares undertake to sign all documents and to do all other acts necessary to enable them to be registered as the holder(s) of the Offer Shares which he/she/they has/have applied for subject to the memorandum of association and the bye-laws of the Company.
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Remittance(s) will be presented for payment upon receipt by the Company and all interest earned (if any) will be retained for the benefit of the Company. Application in respect of which cheque is not honoured on first presentation is liable to be rejected and in that event the assured allotment and all rights thereunder will be deemed to have been declined and will be cancelled.
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This Application Form is for use only by the person(s) named herein and your right to apply for the Offer Shares is not transferable.
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The Company reserves the right to accept or refuse any application for Offer Shares which does not comply with the procedures set out herein.
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No person receiving a copy of the Prospectus or the Application Form in any territory or jurisdiction outside Hong Kong may treat it as an offer or an invitation to apply for the Offer 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 an application for Offer Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of all relevant jurisdiction, including obtaining any government or other consents, and payment of any taxes and duties required to be paid in such jurisdiction in connection therewith. Completion and return of the Application Form will constitute a warranty and representation by the relevant applicant(s) to the Company that all registration, legal and regulatory requirements of all relevant territories other than Hong Kong in connection with the acceptance of the Offer Shares have been duly complied with by such applicant(s). For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. If you are in any doubt as to your position, you should consult your professional advisers.
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In the event of inconsistency, the English version of this Application Form shall prevail over the Chinese version.
PROCEDURES FOR APPLICATION
You may apply for such number of Offer Shares which is equal to or less than your assured allotment set out in Box B by filling in this Application Form.
To apply for such number of Offer Shares which is less than your assured allotment, enter in Box D of this Application Form the number of Offer Shares for which you wish to apply and the total amount payable (calculated as the number of Offer Shares applied for multiplied by HK$0.13). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted, the applicant(s) will be deemed to have applied for such lesser number of Offer Shares for which full payment has been received.
If you wish to apply for the exact number of Offer Shares set out in Box B of this Application Form, this number should be inserted in Box D of this Application Form. If no number is inserted, you will be deemed to have applied for the number of Offer Shares for which full payment has been received.
This Application Form, when duly completed and signed, to which the appropriate remittance(s) for the full amount payable in respect of the Offer Shares being applied for should be stapled accordingly, should be folded once and must be returned to the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:00 p.m. on Tuesday, 8 March 2016 . All remittance(s) must be made in Hong Kong dollars and cheques must be drawn on an account with or banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “ AMCO United Holding Limited – Open Offer Account ” and must be crossed “ ACCOUNT PAYEE ONLY ”. Unless this Application Form, together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form has been received by 4:00 p.m. on Tuesday, 8 March 2016, your right to apply for the Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.
Share certificate(s) in respect of the Offer Shares is/are expected to be posted by ordinary post to you on or before Thursday, 17 March 2016 at your own risk. You will receive one share certificate for the entitlement to Offer Shares in fully-paid form.
TERMINATION OF THE UNDERWRITING AGREEMENT
Shareholders should note that the Underwriter is entitled by notice in writing to the Company, served prior to the Latest Time for Termination (i.e. 4:00 p.m. on Thursday, 10 March 2016 or such later time to be agreed between the Company and the Underwriter) to terminate the Underwriting Agreement if:
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(1) in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:
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(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 reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position of the Group as a whole or is materially adverse in the context of the Open Offer; or
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(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 generic 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 reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position of the Group as a whole; or
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(c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or
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(d) the imposition of any moratorium, suspension or material restriction on trading of the Shares on the Stock Exchange due to exceptional financial circumstances or otherwise; or
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(e) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than 10 consecutive business days, excluding any suspension in connection with the clearance of the announcement dated 20 January 2016 or the Prospectus Documents or other announcements or circulars in connection with the Open Offer; or
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(2) 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, and a change in currency conditions for the purpose of this clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer; or
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(3) the Prospectus in connection with the Open Offer when published contain information (either as to the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the reasonable opinion of the Underwriter is material to the Group as a whole and is likely to affect materially and adversely the success of the Open Offer or might cause a prudent investor not to apply for its assured entitlements of Offer Shares under the Open Offer.
Refund cheques in respect of the Offer Shares, if the Open Offer is terminated, shall be despatched by ordinary post on Thursday, 17 March 2016 to the applicants at their own risk.
STATUS OF THE OFFER SHARES
Each of the Offer Shares (when allotted, issued and fully paid) will rank equally in all respects with the Shares in issue on the date of their respective allotment and issue. Holders of the Offer Shares will be entitled to receive all future dividends and distributions which are declared after the date of their allotment and issue.
CERTIFICATES FOR THE OFFER SHARES
Subject to the fulfillment of the conditions of the Open Offer, certificates for all fully-paid Offer Shares are expected to be posted on or before Thursday, 17 March 2016 by ordinary post to those Qualifying Shareholders who have accepted and (where applicable) applied for, and paid for the Offer Shares at their own risk.
GENERAL
Lodgement of this Application Form purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party(ies) lodging it to deal with the same and to receive relevant certificates of the Offer Shares.
This Application Form and any application of the Offer Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong
- For identification purposes only
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(Incorporated in Bermuda with limited liability)
(於百慕達註冊成立之有限公司)
(Stock Code : 630) (股份代號:630)
To: AMCO UNITED HOLDING LIMITED
Dear Sirs,
I/We, being the Qualifying Shareholder(s) stated in this Application Form, enclose herewith a remittance* for the amount payable in full on application for the number of Offer Shares at a price of HK$0.13 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/we accept that number of Offer Shares on the terms and conditions of the Prospectus dated 23 February 2016 and this Application Form and subject to the memorandum of association and the bye-laws of the Company and I/we hereby undertake and agree to apply for the same or any lesser number of such Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members of the Company as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send share certificate(s) in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out overleaf and agree to be bound thereby.
致:雋泰控股有限公司
敬啟者:
本人╱吾等為本申請表格所列之合資格股東,現申請認購乙欄(或倘已填妥丁欄,則丁欄)指定數目之發售股份,並附上按每股發售股份0.13港元之價格計算 須於申請時繳足之全數股款*。本人╱吾等謹此依照日期為二零一六年二月二十三日的發售章程及本申請表格所載之條款及條件,以及在 貴公司之組織章程 大綱及公司細則之規限下,接納有關數目之發售股份,而本人╱吾等謹此承諾並同意申請認購相等於或少於與本申請有關之發售股份數目。本人╱吾等謹此授 權 貴公司將本人╱吾等之姓名列入 貴公司股東名冊,作為上述有關數目或較少數目之發售股份之持有人,並授權 貴公司將有關股票按本申請表格所示地 址以平郵寄送予本人╱吾等,郵誤風險概由本人╱吾等承擔。本人╱吾等已細閱背頁所載各項條件及申請手續,並同意受其約束。
Please insert contact telephone number 請填上聯絡電話號碼
Signature(s) of Qualifying Shareholder(s) (all joint Qualifying Shareholder(s) must sign) 合資格股東簽署(所有聯名合資格股東均須簽署)
| (1) (2) (3) Date日期: 2016 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下資料: |
(1) (2) (3) Date日期: 2016 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下資料: |
(1) (2) (3) Date日期: 2016 Details to be filled in by Qualifying Shareholder(s): 請合資格股東填妥以下資料: |
(4) | (4) | |
|---|---|---|---|---|---|
| Number of Offer Shares applied for (being the total number specified in Box D, or failing which, the total number specified in Box B) 申請認購發售股份數目(即丁欄所列明之 總數,或如未有填妥, 則乙欄所列明之總數) |
Total amount of remittance (being the total number specified in Box D, or failing which, the total number specified in Box C) 股款總額(即丁欄所列明之股款總額, 或如未有填妥,則丙欄所列明之股款總額) |
Name of bank on which cheque/banker’s cashier order is drawn 支票╱銀行本票之付款銀行名稱 |
Cheque/banker’s cashier order number 支票╱銀行本票號碼 |
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| HK$ 港元 |
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Cheque or banker’s cashier order should be crossed “ ACCOUNT PAYEE ONLY ” and made payable to “ AMCO United Holding Limited – Open Offer Account ” (see the section headed “Procedures for Application” on the reverse side of this form).
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支票或銀行本票須以「 只准入抬頭人賬戶 」方式並以「 AMCO United Holding Limited – Open Offer Account 」為抬頭人劃線開出(詳情請參閱本表格背 頁「申請手續」一節)。
Valid application for such number of Offer Shares which is less than or equal to an applicant’s assured allotment will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for the number of Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Offer Shares. No receipt will be given for remittance.
假設公開發售之條件獲達成,認購發售股份數目少於或相等於申請人獲保證配發之發售股份數目之有效申請將獲全數接納。倘以上各欄內並無填上數目,則 閣 下將被視作申請認購已收款項所代表之發售股份數目。倘認購股款少於上欄所填數目之發售股份所需股款,則 閣下將被視作申請認購已收款項所代表之發售 股份數目。申請將被視作為申請認購完整之發售股份數目而作出。概不就收到之股款發出任何收據。
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For identification purposes only
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僅供識別