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Sam Woo Construction Group Limited — Capital/Financing Update 2014
Sep 28, 2014
50893_rns_2014-09-28_05bbee86-664c-4104-b27e-e902e0ee4c5f.pdf
Capital/Financing Update
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Share Offer – Pink Form 股份發售- 粉紅色表格
Please use this Application Form if you are an Eligible Employee of Sam Woo Construction Group Limited or any of its subsidiaries 閣下如為三和建築集團有限公司或其任何附屬公司之合資格僱員,請使用本申請表格
Note: Unless otherwise defined or the context otherwise requires herein, terms in this Application Form shall have the same meanings as those defined in the prospectus issued by Sam Woo Construction Group Limited (the together with all supplement(s) thereto (if any) (the “Prospectus”). “Company” ) dated Monday, 29 September 2014
Staple your payment here 請將股款 緊釘在此
注意:除本申請表格另有界定或文義另有所指外,三和建築集團有限公司於二零一四年九月二十九日(星期一)刊發的招股章程連同所有補充文件(如有)
(「招股章程」)中所界定的詞語在本申請表格中具有相同涵義。
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange” ), Hong Kong Securities Clearing Limited ( “HKSCC” ) and the Securities and Futures Commission ( “SFC” ) 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、香港聯合交易所有限公司(「香港聯交所」)、香港中央結算有限公司(「香港結算」)及證券及期貨事務監察委員會(「證監會」)對本申請表格的內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示不會就本申請表 格全部或任何部分內容或因依賴該等內容而引致的任何損失承擔任何責任。
InspectionA copy of this Application Form, together with a copy of each of the ” to the Prospectus, have been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission in Hong Kong and the Registrar of WHITE, YELLOW and GREEN Application Forms, the Prospectus and the other documents specified in Appendix V headed “Documents Delivered to the Registrar of Companies and Available for Companies in Hong Kong take no responsibility as to the contents of any of these documents.
本申請表格連同 白色 、 黃色 及 綠色 申請表格、招股章程及招股章程附錄五「送呈公司註冊處處長及備查文件」所述的其他文件,已遵照《公司(清盤及雜項條文)條例》第342C條的規定,送交香港公司註冊處處長登記。香港證券及期貨事務監察委員會與香港 公司註冊處處長對任何此等文件的內容概不負責。
This Application Form is not for publication, distribution or release, directly or indirectly, in or into any jurisdiction other than Hong Kong.
本申請表格不得直接或間接於或向香港以外的任何司法權區刊發、傳閱或發布。
Nothing in the Application Forms or the Prospectus constitutes an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This Application Form and the Prospectus are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), nor is this application an offer of Shares for sale in the United States. The Offer Shares have not been and will not be registered under the applicable securities laws and regulations of the United States and may not be offered or sold except in an offshore transaction in accordance with the applicable securities laws and regulations of the United States.
申請表格或招股章程所載者概不構成出售要約或要約購買之游說,而在任何作出有關要約、游說或出售即屬違法之司法權區內,概不出售任何發售股份。本申請表格及招股章程不得在美國境內(包括其領土及屬地、美國各州及哥倫比亞特區)直接或間接 派發,而此項申請亦不是在美國出售股份的要約。發售股份未曾亦將不會根據適用的美國證券法及法規登記,除在根據適用的美國證券法及法規進行的離岸交易中發售或出售外,概不可供發售或出售。
SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司
(Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司)
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Number of Offer Shares under the Share Offer : 100,000,000 Shares Number of Public Offer Shares : 10,000,000 Shares (subject to adjustment) Number of Placing Shares : 90,000,000 Shares (subject to adjustment) Maximum Offer Price : HK$1.50 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003%, and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 3822 股份發售 股份發售的發售股份總數: 100,000,000股股份 公開發售股份數目: 10,000,000股股份(可予調整) 配售股份數目: 90,000,000股股份(可予調整) 最高發售價: 每股發售股份1.50港元,另加1%經紀佣金、0.003%證監會交易徵費及0.005% 香港聯交所交易費(須於申請時以港元繳足,多繳款項可予退還) 面值: 每股股份0.01港元 股份代號: 3822 Application Form 申請表格 截止接受申請時間: 二零一四年十月六日(星期一)中午十二時正 閣下必須細閱本申請表格所載條件及指示。 本申請表格各部分必須填妥,方為有效。 請以墨水筆或原子筆清楚填寫,並簽署本頁。 致: 三和建築集團有限公司 聯席牽頭經辦人 公開發售包銷商 本人: • 乃合資格僱員;
Applications will be accepted until 12:00 noon on Monday, 6 October 2014 截止接受申請時間: You must read the conditions and instructions attached to this Application Form. 二零一四年十月六日(星期一)中午十二時正 閣下必須細閱本申請表格所載條件及指示。 To be valid, you must complete all parts of this Application Form. 本申請表格各部分必須填妥,方為有效。 Please write clearly in ink and sign your name(s) on this page. 請以墨水筆或原子筆清楚填寫,並簽署本頁。 To : Sam Woo Construction Group Limited 致: 三和建築集團有限公司
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The Joint Lead Managers
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The Public Offer Underwriters
I:
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am an Eligible Employee;
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apply for the number of Employee Reserved Shares set out below, subject to the ter m s and conditions set out in the Prospectus and this Application Form, and subject to the Memorandum of Association and the Articles of Association;
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按照招股章程及本申請表格所載條款及條件,並在組織章程大綱及組織章程細則規限下, 申請 認購以下數目的僱員預留股份;
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夾附 申請認購僱員預留股份所需的全數款項,按最高發售價1.50港元計算(另加1%經紀佣金、0.003%證監會交易徵費及0.005%香港聯交所交易
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enclose payment in full for the Employee Reserved Shares applied for, calculated at the maximum Offer Price of HK$1.50 (plus brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005%, payable in full upon application and subject to refund);
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費,須於申請時繳足,多繳款項可予退還);
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undertake and agree to accept the Employee Reserved Shares applied for, or any lesser number allotted to me under this application;
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承諾 及 同意 接納所申請認購的僱員預留股份,或本人根據是項申請獲分配的較少數目的僱員預留股份;
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declare and warrant that this is the only PINK Application Form m a de or intended by me to be made, other than application (if any) made on a WHITE or YELLOW Application Form or by way of giving electronic application instructions to HKSCC via CCASS or HK eIPO White Form service to benefit me or the person for whose benefit I am applying, to benefit me and no other person;
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聲明 及 保證 是項認購申請乃以本人為受益人且以 粉紅色 申請表格作出或擬作出的唯一申請,惟為本人就本身的利益或本人就申請人士的利
- 益,以 白色 或 黃色 申請表格或透過中央結算系統向香港結算或 網上白表 服務發出 電子認購指示 所作出的申請(如有)除外;
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represent , warrant and undertake that I am not restricted by any applicable laws of Hong Kong or elsewhere from making this application, paying any application monies for, or being allotted or taking up any Employee Reserved Shares; and that I am not a U.S. person (as defined in the applicable securities laws and regulations of the United S tates) or a person to or by whom the allotment of or application for the Employee Reserved Shares is made would otherwise require the Company, the Joint Lead Managers and/or the Underwriters to comply with any requirement under any law or regulation (whether or not having the force of law) of any territory outside Hong Kong;
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聲明 、 保證 及 承諾 本人並不受香港或其他地方的任何適用法例限制提出本認購申請、支付任何申請股款或獲配發或認購任何僱員預留股份; 及本人並非美國籍人士(定義見適用的美國證券法及法規)或僱員預留股份的配發或申請不會引致 貴公司、聯席牽頭經辦人及╱或包銷商須
- 遵從香港以外任何地區的任何法例或規則的要求(不論具法律效力與否)的人士;
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承諾 及 確認 ,本人並無表示有意申請、已申請或認購或接受或獲配售或分配(包括有條件及╱或暫時性),及將不會表示有意申請或認購或接 受或獲配售或分配任何配售股份,或以其他方式參與配售;
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undertake and confirm that I have not indicated an interest in, applied for or taken up, or received or been placed or allocated (including conditionally and/or provisionally) and will not indicate an interest for, apply for or take up, or receive or be placed or allocated any of the Placing Shares or otherwise participate in the Placing;
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明白 貴公司及聯席牽頭經辦人將依賴該等聲明及陳述,以決定是否因應本申請配發任何僱員預留股份;
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understand that these declarations and representations will be relied upon by the Company and the Joint Lead Managers in deciding whether or not to make any allotment of the Employee Reserved Shares in response to this application;
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授權 貴公司將本人的姓名列入 貴公司股東名冊,作為任何本人所獲配發僱員預留股份的持有人,及(按照本申請表格及招股章程所載的條 款及條件)以普通郵遞方式寄發任何股票及╱或退款支票往本申請表格上所示地址,郵誤風險概由本人承擔(除非本人申請認購100,000股或以 上僱員預留股份並可親身前往領取股票╱退款支票);
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authorise the Company to place my name on the register of members of the Company as the holder of any Employee Reserved Shares to be allotted to me and (subject to the terms and conditions set out in this Application Form and in the Prospectus) to send any share certificate(s) and/or any refund cheque(s) by ordinary post at my own risk to the address given on this Application Form (except where I have applied for 100,000 Employee Reserved Shares or more and may collect it/them in person);
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要求 任何退款支票以本人為收款人及(按照本申請表格及招股章程所載的條款及條件)以普通郵遞方式寄發任何退款支票往本申請表格上所示 地址,郵誤風險概由本人承擔(除非本人申請認購100,000股或以上僱員預留股份並可親身前往領取退款支票);
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request that any refund cheque(s) be made payable to me and (subject to the terms and conditions set out in this Application Form and in the Prospectus) to send any refund cheque(s) by ordinary post at my own risk to the address given on this Application Form (except where I have applied for 100,000 Employee Reserved Shares or more and may collect it/them in person);
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已細閱 本申請表格及招股章程所載的條款、條件及申請手續,並 同意 受其約束,且知悉招股章程所述有關股份發售的條件及限制;及
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• 同意 本申請、其接納及由此訂立的合約,須受香港法例規管,並按其詮釋。
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have read the terms and conditions and application procedures set out in this Application Form and in the Prospectus and agree to be bound by them and am aware of the conditions of and restrictions on the Share Offer described in the Prospectus; and
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agree that this application, any acceptance of it and the resulting contract, shall be governed by and construed in accordance with the laws of Hong Kong.
Signed by the applicant 申請人簽署:
Date: 日期: / / D日 M月 Y年
Warning:
- It is important that you read the terms and conditions and application procedures overleaf.
• It is important that you follow the application procedures overleaf, otherwise the Company reserves the right to reject this application. • Only one application may be made for the benefit of any person on a PINK Application Form (other than any application (if any) made on a WHITE or YELLOW Application Form or by way of giving electronic application instructions to HKSCC via CCASS or through the HK eIPO White Form Service). The following applications are liable to be rejected: multiple or suspected multiple applications on WHITE and/or YELLOW Application Form(s) or by way of giving electronic application instructions to HKSCC via CCASS or through the HK eIPO White Form Service; multiple or suspected multiple applications on PINK Application applications where cheques or bankerForm(s); applications made by an applicant under a ’ s cashier orders are dishonoured upon their first presentation. PINK Application Form for more than 300,000 Employee Reserved Shares; and • You may be prosecuted if you make a false declaration.
警告: • 閣下必須細閱背頁的條款、條件及申請手續。
- 閣下必須遵照背頁所載的申請手續行事,否則本公司有權拒絕接納本申請。
• 閣下僅限以 粉紅色 申請表格(以 白色 或 黃色 申請表格或透過中央結算系統向香港結算發出 電子認購指示 或透過 網 上白表 服務作出的任何申請(如有)除外)為任何人士的利益提出一次認購申請。倘出現下列情況,則有關認購申 請概不予受理:以 白色 及╱或 黃色 申請表格或透過中央結算系統向香港結算發出 電子認購指示 或透過 網上白表 服務提出重複或疑屬重複申請;以 粉紅色 申請表格提出重複或疑屬重複申請;一位申請人以 粉紅色 申請表格申 請認購超過300,000股僱員預留股份;以及支票或銀行本票於首次過戶時不獲兌現。 • 閣下如作出虛假聲明,可能會遭檢控。
Share Offer – Pink Form 股份發售- 粉紅色表格
Please use this Application Form if you are an Eligible Employee of Sam Woo Construction Group Limited or any of its subsidiaries 閣下如為三和建築集團有限公司或其任何附屬公司之合資格僱員,請使用本申請表格
Number of Employee Reserved Shares applied for (not more than 300,000 Shares) 申請僱員預留股份數目(不超過300,000股股 份)
Cheque/banker ’ s cashier order number 支票╱銀行本票號碼
Total amount of payment 股款總額
Name of bank on which cheque/banker ’ s cashier HK$ 港元 order is drawn 支票╱銀行本票之付款銀 行名稱
*** Cheque(s) or banker ’ s cashier orders should be crossed “ Account Payee Only ” and made payable to “ Ting Hong Nominees Limited – Sam Woo ” Construction Public Offer . * 支票或銀行本票須以「只准入抬頭人賬戶」方式劃線開出,並須註明收款人為「鼎康代理人有限公司-三和建築公開發售」。 To be completed in BLOCK letters in English in ink, except as stated otherwise. Applicant should give one address only. 除另有說明外,請用墨水筆或原子筆以英文正楷填寫。申請人只需提供一個地址。 Your name in English Family name 姓氏 Forename(s) 名字 英文姓名 Your name in Chinese Family name 姓氏 Forename(s) 名字 中文姓名 Position in the Company Your Hong Kong Identity or any of its subsidiaries Card no./Passport no. (in English) (Please delete as appropriate) 於本公司或其任何附屬公 閣下之香港身份證號碼╱ 司的職位(以英文填寫) 護照號碼 (請刪去不適用者) Your Hong Kong address (in English)[+] and telephone number 香港地址(以英文填寫)[+] 及電話號碼 Tel. no. 電話號碼 (1) To be completed by individual applicant who is an Eligible Employee only. If you hold a Hong Kong Identity Card, please provide your Hong Kong Identity Card number. If you do not hold a Hong Kong Identity Card, please provide your passport number. Your Hong Kong Identity Card number or passport number will be used for checking the validity of your Application Form(s) and otherwise for processing the application for Shares and such data may be transferred to third parties for the accomplishment of such purpose. 只限為合資格僱員之個人申請人填寫。如 閣下持有香港身份證,請填寫 閣下的香港身份證號碼;否則,請填寫 閣下的護照號碼。香港身份證號碼或護照號碼將用以查核申請表格是否有效及處理股份申請,而有關資料可能就此 轉交第三方,辦理以上事項。 (2) Part of your Hong Kong Identity Card number/passport number provided by you may be printed on your refund cheque(s), if any. Such data would also be transferred to a third party for refund purpose. Your banker may require verification of your Hong Kong Identity Card number/passport number before encashment of your refund cheque(s). Inaccurate completion of your Hong Kong Identity Card number/passport number may lead to delay in encashment of or may invalidate your refund cheque(s). 閣下提供之香港身份證號碼╱護照號碼的部分或會印列於 閣下的退款支票(如有)上。該等資料亦會轉交第三方以安排退款。兌現 閣下的退款支票前, 閣下之銀行可能要求核實 閣下之香港身份證號碼╱護照號碼。倘 閣下填 寫之香港身份證號碼╱護照號碼有誤, 閣下之退款支票兌現可能有所延誤或失效。 + This must be an address in Hong Kong. 必須為香港地址。 • All information stated above must be the same as that maintained by the Company or any of its subsidiaries. • 上述所有資料必須與本公司或其任何附屬公司所存有者相同。 • This Application Form should be completed in English unless otherwise stated. • 除另有說明外,請以英文填妥本申請表格。 • Any alteration to any application detail that you provide on this form should be authorised by your signature. • 對 閣下在本申請表格內提供的任何申請資料的任何更正應由 閣下簽字授權方可進行。 moneydispatch/collection of share certificates/e-Auto Refund payment instructions/refund cheques. Please see the sections overleaf headed If you apply for 100,000 Employee Reserved Shares or more, you may collect your refund cheque(s) and/or share certificate(s) (where applicable) in person from the Hong Kong Share Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen” for details of when, where and how to collect your share certificate(s) (where applicable) and/or refund cheque(s) (if any).’s Road East, Hong Kong on the date of collection of refund cheques which is expected to be on or before Wednesday, 15 October 2014 or such other date notified by the Company in the newspapers as the date of “If your application for Employee Reserved Shares is successful (in whole or in part)” and “Refund of your 如 閣下申請認購100,000股或以上僱員預留股份,則可於領取退款支票日期(預期為二零一四年十月十五日(星期三)或之前)或本公司在報章公佈發送╱領取股票╱電子自動退款指示╱退款支票的其他日期,前往香港股份 登記處卓佳證券登記有限公司(地址為香港皇后大道東183號合和中心22樓)領取 閣下的退款支票及╱或股票(如適用)。有關領取股票(如適用)及╱或退款支票(如有)的時間、地點及手續詳情,請參閱背頁「如 閣下成功 申請認購僱員預留股份(全部或部分)」及「退回款項」兩節。
ADDRESS LABEL 地址標貼
Please repeat your name and address in Hong Kong as set out above
in BLOCK letters in English 請用英文正楷再次填寫上表所示姓名及香港地址
Name 姓名
Address 地址
For Bank use 此欄供銀行填寫
For Company use 此欄供公司填寫
Share Offer – Pink Form
Please use this Application Form if you are an Eligible Employee of Sam Woo Construction Group Limited or any of its subsidiaries
SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司
(Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) SHARE OFFER
Conditions of your application
- warrant the truth and accuracy of the information contained in the application;
A. Who can apply
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warrant that this is the only application which has been or will be made for your benefit on a PINK Application Form;
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You must be 18 years of age or older and must have a Hong Kong address.
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You must be a holder of a Hong Kong Identity Card.
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undertake and agree to accept the Employee Reserved Shares applied for, or any lesser number allocated to you under the application;
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You must be an Eligible Employee of the Group.
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You cannot apply for any Employee Reserved Shares if you are within the United States or a United States Person (within the meaning of applicable securities laws and regulations of the United States) or a legal or natural person of the PRC (other than Hong Kong, Macau and Taiwan).
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authorise the Company to place your name on the register of members of the Company as the holder(s) in Hong Kong of any Employee Reserved Shares allocated to you, and (subject to the terms and conditions set out in this Application Form and in the Prospectus) the Company and/or its agents to send any share certificate(s) and/or any refund cheques (where applicable) to you by ordinary post at your own risk to the address stated on the application;
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You must apply as an individual. Joint applications will not be accepted.
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Save as under the circumstances permitted by the Listing Rules, you cannot apply for Employee Reserved Shares if you:
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authorise the Company to enter into a contract on your behalf with each of the Directors and officers whereby each such Director and officer undertakes to observe and comply with their obligations to Shareholders of the Company, as stipulated in the Memorandum of Association and the Articles of Association; and
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are an existing beneficial owner of shares in the Company and/or any of its subsidiaries;
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are a director or the chief executive of the Company or any of its subsidiaries;
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are a close associate (as defined in the Listing Rules) of any of the above;
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are a core connected person (as defined in the Listing Rules) of the Company or will become a core connected person of the Company immediately upon completion of the Share Offer; or
• understand that these declarations and representations will be relied upon by the Company and the Joint Lead Managers in deciding whether or not to allocate any Employee Reserved Shares in response to this application and that you may be prosecuted for making a false declaration. The Company and the Joint Lead Managers, the Underwriters and their respective directors, officers, advisers, agents and any parties involved in the Share Offer are entitled to rely on any warranty, representation or declaration made by you in this application.
- have been allocated or have applied for any Placing Shares or otherwise participate in the Placing.
Lodge only one application for your benefit application and that you may be prosecuted for making a false declaration. Multiple applications or suspected multiple applications will be rejected. All of your applications will be The Company and the Joint Lead Managers, the Underwriters and their respective directors, officers, advisers, rejected as multiple applications if you make more than one application for Employee Reserved Shares. agents and any parties involved in the Share Offer are entitled to rely on any warranty, representation or Eligible Employees who have applied for Employee Reserved Shares on a PINK Application Form may also declaration made by you in this application. make an application on a WHITE or YELLOW Application Form, or give electronic application instruction F. Power of attorney to HKSCC or the designated HK eIPO White Form Service Provider through HK eIPO White Form service If your application is made through a duly authorised attorney, the Company and the Joint Lead Managers (or ( www.hkeipo.hkpo.hko.hk ). their respective agents and nominees) as agent for the Company may accept or reject your application at their Allocation of Employee Reserved Shares discretion, and subject to any conditions they think fit, including production of evidence of the authority of In order to enable Eligible Employees to participate in the Share Offer on a preferential basis as to allocation your attorney. The Joint Lead Managers in its capacity as agent for the Company has full discretion to accept only, Eligible Employees are being invited to apply for a maximum of 300,000 Employee Reserved Shares, or reject any application, in full or in part, without assigning any reason. subject to the terms and conditions set out in the Prospectus and this Application Form. The Employee G. Determination of Offer Price Reserved Shares are available for subscription by the Eligible Employees on a preferential basis. The Offer Price is expected to be fixed by agreement between the Joint Lead Managers (on behalf of the The 1,000,000 Employee Reserved Shares available for application by Eligible Employees on PINK Underwriters) and the Company on or before the Price Determination Date, which is currently scheduled on Application Form will be allocated to such applicants on a basis to be determined by the Hong Kong Share or around Wednesday, 8 October 2014 or by the latest on Friday, 10 October 2014. Please refer to the section Registrar based on the level of valid applications received under the Employee Preferential Offering and the headed “Structure and Conditions of the Share Offer” in the Prospectus for details. number of Employee Reserved Shares validly applied for within each application tier. The allocation basis Allocation of Employee Reserved Shares and Public Offer Shares will be consistent with the allocation basis commonly used in the case of over subscriptions in public offerings The applications for the Employee Reserved Shares will not be processed and no allocation of any such Employee in Hong Kong, where a higher allocation percentage will be applied in respect of smaller applications. The Reserved Shares will be made until the closing of the application lists. The Company expects to release the final allocation of Employee Reserved Shares to Eligible Employees will in any event be made on an equitable Offer Price, an indication of the level of interest in the Public Offer, and the basis of allocation of the Employee basis and will not be based on the identity, seniority, work performance or length of service of the Eligible Employee. Any application made on a PINK Application Form for more than 300,000 Employee Reserved Reserved Shares available under the Employee Preferential Offering on Wednesday, 15 October 2014 in the South be based on the allocation guidelines contained in Practice Note 20 to the Listing Rules. In case not all the Shares will be rejected. Allocation of Public Offer Shares under the Employee Preferential Offering will China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and the Company’s website ( www.samwoo-group.com ). 1,000,000 Employee Reserved Shares are subscribed for by Eligible Employees, the undersubscribed Employee The results of allocations of the Employee Reserved Shares and the Hong Kong Identity Card numbers, passport Reserved Shares will be available as Public Offer Shares for subscription by the public under the Public Offer.Eligible Employees will receive no preference as to entitlement or allocation in respect of such further application or indication of interest made under the Public Offer. Supplemental information described in the section headed numbers, of successful applicants will be made available through a variety of channels, including the website of the Hong Kong Stock Exchange (of Results” in the Prospectus. “How to apply for Public Offer Shares and Employee Reserved Shares – Publication www.hkexnews.hk ) and the Company’s website ( www.samwoo-group.com ) as If any supplement to the Prospectus is issued, applicant(s) who have already submitted an application may or If your application for Employee Reserved Shares is successful (in whole or in part) may not (depending on the information contained in the supplement) be notified that they can withdraw their The Company will not issue temporary documents of title in respect of the Shares. Share certificates will only applications. If applicant(s) has/have not been so notified or if applicant(s) has/have been notified but has/ become valid certificates of title at 8:00 a.m. on Thursday, 16 October 2014, provided that the Public Offer have not withdrawn their applications in accordance with the procedure to be notified, all applications that has become unconditional in all respects and the right of termination as described in the sub-section headed have been submitted remain valid and may be accepted. Subject to the above, an application once made is “ Underwriting – Underwriting Arrangements and Expenses – Public Offer – Grounds for Termination ” in irrevocable and applicants shall be deemed to have applied on the basis of the Prospectus as supplemented. the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or Effect of completing and submitting this Application Form prior to the Share certificates becoming valid certificates of title do so entirely at their own risk. No receipt will By completing and submitting this Application Form, you: be issued for application monies paid. • warrant that in making an application on this Application Form, you or any person(s) on whose behalf If your application is wholly or partially successful, the Share certificate(s) will be sent to you by ordinary post, at you may be acting is an/are Eligible Employee(s); your own risk, on the date of despatch to the address specified in your Application Form. If you opted for personal • agree with the Company and each Shareholder of the Company to observe and comply with the collection, you must not authorise any other person to collect on your behalf. You must produce, at the time of Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance and collection, evidence of identity acceptable to Tricor Investor Services Limited. If you do not collect your share the Articles; • confirm that you have read the terms and conditions and application procedures set out in the Prospectus certificate(s) personally within the time specified for collection, it/they will be sent to the address as specified in the relevant Application Form promptly thereafter by ordinary post and at your own risk.
- B. Lodge only one application for your benefit Multiple applications or suspected multiple applications will be rejected. All of your applications will be rejected as multiple applications if you make more than one application for Employee Reserved Shares. Eligible Employees who have applied for Employee Reserved Shares on a PINK Application Form may also make an application on a WHITE or YELLOW Application Form, or give electronic application instruction to HKSCC or the designated HK eIPO White Form Service Provider through HK eIPO White Form service ( www.hkeipo.hkpo.hko.hk ).
C. Allocation of Employee Reserved Shares
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In order to enable Eligible Employees to participate in the Share Offer on a preferential basis as to allocation only, Eligible Employees are being invited to apply for a maximum of 300,000 Employee Reserved Shares, subject to the terms and conditions set out in the Prospectus and this Application Form. The Employee Reserved Shares are available for subscription by the Eligible Employees on a preferential basis. The 1,000,000 Employee Reserved Shares available for application by Eligible Employees on PINK Application Form will be allocated to such applicants on a basis to be determined by the Hong Kong Share Registrar based on the level of valid applications received under the Employee Preferential Offering and the number of Employee Reserved Shares validly applied for within each application tier. The allocation basis will be consistent with the allocation basis commonly used in the case of over subscriptions in public offerings in Hong Kong, where a higher allocation percentage will be applied in respect of smaller applications. The allocation of Employee Reserved Shares to Eligible Employees will in any event be made on an equitable basis and will not be based on the identity, seniority, work performance or length of service of the Eligible Employee. Any application made on a PINK Application Form for more than 300,000 Employee Reserved
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Eligible Employees will receive no preference as to entitlement or allocation in respect of such further application or indication of interest made under the Public Offer.application or indication of interest made under the Public Offer.
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D. Supplemental information
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E. Effect of completing and submitting this Application Form By completing and submitting this Application Form, you:
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warrant that in making an application on this Application Form, you or any person(s) on whose behalf you may be acting is an/are Eligible Employee(s);
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• agree with the Company and each Shareholder of the Company to observe and comply with the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Articles;
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• confirm that you have read the terms and conditions and application procedures set out in the Prospectus and in this Application Form and agree to be bound by the m ;
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• confirm that you have received and/or re a d a copy of the Prospectus and have only relied on the information and representations contained in the Prospectus in making this application, and will not rely on any other information or representation concerning the Company save as set out in any supplement to the Prospectus;
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• confirm that you are aware of the restrictions on the Share Offer disclosed in the Prospectus; • agree that none of the Company, the Joint Lead Managers, the Underwriters, their respective directors, officers, employees, partners, agents, advisers and any other parties involved in the Share Offer is or will be liable for any information and representations not contained in the Prospectus (and any supplement thereto);
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• undertake and confirm that you or the person(s) for whose benefit you have made the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any Placing Shares under the Placing nor participated in the Placing;
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confirm that you have read the terms and conditions and application procedures set out in the Prospectus and in this Application Form and agree to be bound by the m ;
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• confirm that you have received and/or re a d a copy of the Prospectus and have only relied on the information and representations contained in the Prospectus in making this application, and will not rely on any other information or representation concerning the Company save as set out in any supplement to the Prospectus;
Circumstances in which you will not be allocated Employee Reserved Shares
You may not be allocated Employee Reserved Shares for any of the following reasons:
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(a) If your application is revoked:
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By completing and submitting this Application Form, you agree that your application cannot be revoked on or before the fifth day after the time of the opening of the application lists (excluding for this purpose any day which is a Saturday, Sunday or public holiday in Hong Kong). This agreement will take effect as a collateral contract with the Company.
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Your application may only be revoked on or before such fifth day if a person responsible for the Prospectus under Section 40 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as applied by Section 342E of the Companies (Winding Up and Miscellaneous Provisions) Ordinance) gives a public notice under that section which excludes or limits that person’ s responsibility for the Prospectus.
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If any supplement to the Prospectus is issued, applicants who have already submitted an application will be notified that they are required to confirm their applications. If applicants have been so notified but have not confirmed their applications in accordance with the procedure to be notified, all unconfirmed applications will be deemed revoked.
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agree to disclose to the Company, the Hong Kong Share Registrar, the receiving bankers, the Joint Lead Managers and/or the Underwriters and any other parties involved in the Share Offer and their respective advisers and agents any personal data and any other information which they may require about you and the person(s) for whose benefit you have made the application;
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If your application has been accepted, it cannot be revoked. For this purpose, acceptance of applications which are not rejected will be constituted by notification in the press of the results of allocation, and where such basis of allocation is subject to certain conditions or provides for allocation by ballot, such acceptance will be subject to the satisfaction of such conditions or results of the ballot respectively.
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instruct and authorise the Company and/or the Joint Lead Managers (or their agents or nominees), as agents of the Company, to execute any documents on your behalf and to do on your behalf all things necessary to effect the registration of any Employee Reserved Shares allocated to you in your name(s), required by the Articles, and otherwise to give effect to the arrangements described in the Prospectus and this Application Form;
(b) If the Company or its agents exercise their discretion to reject your application:
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The Company and the Joint Lead Managers and their respective agents and nominees have full discretion to reject or accept any application, or to accept only part of any application, without giving any reasons.
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undertake to sign all documents and to do all things necessary to enable you to be registered as the holder of the Employee Reserved Shares to be allocated to you, and as required by the Articles;
(c) If the allotment of Employee Reserved Shares is void:
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if the laws of any place outside Hong Kong are applicable to your application, agree and warrant that you have complied with all such laws and none of the Company, the Joint Lead Managers and the Underwriters nor any of their respective officers or advisers will infringe any law outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in the Prospectus;
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The allocation of Employee Reserved Shares will be void if the Listing Committee of the Hong Kong Stock Exchange (the “Listing Committee” ) does not grant permission to list the Shares either:
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within three weeks from the closing date of the application lists; or
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within a longer period of up to six weeks if the Listing Committee notifies the Company of that longer period within three weeks of the closing date of the application lists.
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agree (without prejudice to any other rights which you may have) that once your application has been accepted, you may not rescind it because of an innocent misrepresentation;
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(d) If:
- you make multiple applications or are suspected of making multiple applications;
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(if the application is made by an agent on your behalf) warrant that you have validly and irrevocably conferred on the agent all necessary power and authority to make the application;
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you have applied for or taken up, or indicated an interest for, or have been or will be placed or allocated (including conditionally or provisionally) Public Offer Shares;
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agree that your application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong;
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your Application Form is not completed in accordance with the stated instructions;
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represent , warrant and undertake that you understand that the Employee Reserved Shares have not been and will not be registered under the applicable securities laws and regulations of the United States and you and any person for whose account or benefit you are applying for the Employee Reserved Shares are outside the United States (as defined in applicable securities laws and regulations of the United States) when completing this Application Form or are a person exempted under applicable securities laws and regulations of the United States;
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your payment is not made correctly or the cheque or banker’ s cashier order paid by you is dishonoured upon its first presentation;
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the Underwriting Agreements do not become unconditional or are terminated;
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the Company and the Joint Lead Managers believe that by accepting your application, it or they would violate applicable securities or other laws, rules or regulations;
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you are an Eligible Employee, your application is for more than 300,000 Employee Reserved Shares.
Share Offer – Pink Form
Please use this Application Form if you are an Eligible Employee of Sam Woo Construction Group Limited or any of its subsidiaries
Refund of your money
- compliance with applicable laws, rules or regulations (whether statutory or otherwise) in Hong Kong and elsewhere, including requirements of the Hong Kong Stock Exchange, the SFC and any other statutory or governmental bodies;
If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum offer price of HK$1.50 per Offer Share (excluding brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee thereon), or if the conditions of the Public Offer are not fulfiled in accordance with “Structure and Conditions of the Share Offer” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’ s cashier order will not be cleared.
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registering new issues or transfers into or out of the names of securities’ holders including, where applicable, HKSCC Nominees;
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maintaining or updating the register of securities’ holders of the Company;
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verifying securities holders’ identities;
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establishing benefit entitlements of securities’ holders of the Company, such as dividends, rights issues and bonus issues;
All such interest accrued on such monies prior to the date of despatch of refund cheques will be retained for the benefit of the Company. In a contingency situation involving a substantial over-subscription, at the discretion of the Company and the Joint Lead Managers, cheques for applications for certain small denominations of Employee Reserved Shares (apart from successful applications) may not be cleared.
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distributing communications from the Company and its subsidiaries;
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compiling statistical information and shareholder profiles;
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disclosing identities of successful applicants by way of press announcement(s) or otherwise;
Refund cheques will be crossed “Account Payee Only” , and made out to you. Part of your Hong Kong Identity Card number/Passport number, provided by you may be printed on your refund cheque, if any. Such data would also be transferred to a third party for refund purposes. Your banker may require verification of your Hong Kong Identity Card number/Passport number before encashment of your refund cheque.
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disclosing relevant information to facilitate claims on entitlements; and
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any other incidental or associated purposes relating to the above and/or to enable the Company and the Hong Kong Share Registrar to discharge their obligations to securities’ holders and/or regulators and/or any other purposes to which the securities’ holders may from time to time agree.
3. Transfer of personal data
Inaccurate completion of your Hong Kong Identity Card number/Passport number may lead to delay in encashment of or may invalidate your refund cheque.
- Personal data held by the Company and its Hong Kong Share Registrar relating to the securities holders will be kept confidential but the Company and its Hong Kong Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose or transfer (whether within or outside Hong Kong) the personal data to any of the following:
Any refund of your application monies will be made on Wednesday, 15 October 2014.
If you apply for 100,000 Employee Reserved Shares or more and have provided all information required by your Application Form, you may collect your refund cheque(s) and/or share certificate(s) from our Hong Kong Share Registrar at Level 22, Hopewell Centre, 183 Queen’ s Road East, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Wednesday, 15 October 2014 or such other date as notified by us in the newspapers.
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the Company, its advisers or its appointed agents such as financial advisers, receiving bankers and overseas principal registrar;
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enable compliance with all applicable laws and regulations in Hong Kong and elsewhere;
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If you are an individual who is eligible for personal collection, you must not authorise any other person to collect for enable compliance with all applicable laws and regulations in Hong Kong and elsewhere; you. You must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Share Registrar. • where applicants for securities request a deposit into CCASS, HKSCC or HKSCC Nominees, who will If you do not collect your refund cheque(s) and/or share certificate(s) personally within the time specified for use the personal data for the purposes of operating CCASS; collection, they will be despatched promptly to the address specified in your Application Form by ordinary post at • any broker whose company chop or other identification number has been placed on this Application your own risk. Form (where applicable); If you apply for less than 100,000 Employee Reserved Shares or you apply for 100,000 Employee Reserved Shares • any agents, contractors or third-party service providers who offer administrative, telecommunications, or more and have not collected your refund cheque(s) and/or share certificate(s) in person within the time period computer, payment or other services to the Company or the Hong Kong Share Registrar in connection specified for collection, your refund cheque(s) and/or share certificate(s) will be sent to the address on the relevant with the operation of their respective businesses; Application Form on Wednesday, 15 October 2014, by ordinary post and at your own risk. • the Hong Kong Stock Exchange, the SFC and any other statutory, regulatory or governmental bodies or Personal data otherwise as required by laws, rules or regulations; and Personal Information Collection Statement • any persons or institutions with which the securities’ holders have or propose to have dealings, such as This Personal Information Collection Statement informs the applicant for, and holder of, Shares, of the policies their bankers, solicitors, accountants or stockbrokers etc. and practices of the Company and its Hong Kong Share Registrar in relation to personal data and the Personal Data 4. Retention of personal data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “Ordinance” ). The Company and its Hong Kong Share Registrar will keep the personal data of the applicants and holders of 1. Reasons for the collection of your personal data securities for as long as necessary to fulfil the purposes for which the personal data were collected. Personal It is necessary for applicants and registered holders of securities to supply correct personal data to the data which is no longer required will be destroyed or dealt with in accordance with the Ordinance. Company or its agents and the Hong Kong Share Registrar when applying for securities or transferring 5. Access to and correction of personal data securities into or out of their names or in procuring the services of the Hong Kong Share Registrar. Securities holders have the right to ascertain whether the Company or the Hong Kong Share Registrar hold Failure to supply the requested data may result in your application for securities being rejected, or in delay their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. The Company and or the inability of the Company or its Hong Kong Share Registrar to effect transfers or otherwise render their the Hong Kong Share Registrar have the right to charge a reasonable fee for the processing of such requests. services. It may also prevent or delay registration or transfers of the Public Offer Shares which you have All requests for access to data or correction of data should be addressed to the Company, at its registered successfully applied for and/or the dispatch of share certificate(s) and/or refund cheque(s) to which you are address disclosed in the “Corporate Information” section of the Prospectus or as notified from time to time, entitled. for the attention of the company secretary, or the Hong Kong Share Registrar for the attention of the privacy It is important that securities holders inform the Company and the Hong Kong Share Registrar immediately of compliance officer. any inaccuracies in the personal data supplied.
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2. Purposes By signing this Application Form, you agree to all of the above. The personal data of the securities holders may be used, held, processed and/or stored (by whatever means) for the following purposes: • processing your application and e-Auto Refund payment instructions or refund cheque, where applicable, verification of compliance with the terms and application procedures set out in this Application Form and the Prospectus and announcing results of allocation of the Public Offer Shares;
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How to make your application If you pay by banker ’ s cashier order, the banker ’ s cashier order must: 1. Use the table set out below to calculate how much you must pay for the number of Employee Reserved Shares • be in Hong Kong dollars; you want to subscribe for. Your application must be for a minimum of 2,000 Employee Reserved Shares of Employee Reserved Shares that may be applied for and paymentsEmployee Reserved Shares. Applications must be in one of the numbers set out in the table headed number of Employee Reserved Shares will be considered and any such application is liable to be rejected and an integral multiple of 2,000 Employee Reserved Shares, up to and including a maximum of 300,000 ” below. ” below. below. No application for any other “Number . Number . . • • authorized by the bank. The name on the bankernot be post-dated;be issued by a licensed bank in Hong Kong, and have your name certified on the back by a person ’ s cashier order and the name on this Application Form The maximum number of Employee Reserved Shares that you may apply for is 300,000. The table below sets must be the same; out certain numbers of Employee Reserved Shares applied for and total amount payable on application for reference. You must pay the maximum Offer Price of HK$1.50 per Employee Reserved Share plus a brokerage • be made payable to “ Ting Hong Nominees Limited – Sam Woo Construction Public Offer ” ; and fee of 1.0%, a SFC transaction levy of 0.003% and a Hong Kong Stock Exchange trading fee of 0.005%.
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- Complete the form correctly in accordance with the instructions and sign it. Only written signatures will be • be crossed “Account Payee Only” . accepted. Your application will be rejected if your banker’s cashier order does not meet all these requirements.
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- cashier order. Each application must be accompanied by either one separate cheque or one bankerStaple your payment to the form. You must pay for the Shares applied for by one cheque or by one banker’ s cashier ’ s 4. Tear off the Application Form, fold the form once and deposit it in the collection box located at the Company’s order. headquarters at Unit 1310-13, 13th Floor, 113 Argyle Street, Mongkok, Kowloon, Hong Kong by no later than 12:00 noon on Monday, 6 October 2014.
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If you pay by cheque, the cheque must: 5. The application lists will be open between 11:45 a.m. and 12:00 noon on Tuesday, 7 October 2014, subject
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• be in Hong Kong dollars; only to the weather conditions. The application lists will not open if there is: • not be post-dated; • a tropical cyclone warning signal number 8 or above; or
If you apply for less than 100,000 Employee Reserved Shares or you apply for 100,000 Employee Reserved Shares or more and have not collected your refund cheque(s) and/or share certificate(s) in person within the time period specified for collection, your refund cheque(s) and/or share certificate(s) will be sent to the address on the relevant Application Form on Wednesday, 15 October 2014, by ordinary post and at your own risk.
Personal data
Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Shares, of the policies and practices of the Company and its Hong Kong Share Registrar in relation to personal data and the Personal Data
2. Purposes The personal data of the securities holders may be used, held, processed and/or stored (by whatever means) for the following purposes:
==> picture [277 x 81] intentionally omitted <==
----- Start of picture text -----
1. Use the table set out below to calculate how much you must pay for the number of Employee Reserved Shares
you want to subscribe for. Your application must be for a minimum of 2,000 Employee Reserved Shares
Employee Reserved Shares. Applications must be in one of the numbers set out in the table headed
of Employee Reserved Shares that may be applied for and paymentsEmployee Reserved Shares. Applications must be in one of the numbers set out in the table headed number of Employee Reserved Shares will be considered and any such application is liable to be rejected and an integral multiple of 2,000 Employee Reserved Shares, up to and including a maximum of 300,000 ” below. ” below. below. No application for any other “Number . Number . .
The maximum number of Employee Reserved Shares that you may apply for is 300,000. The table below sets
out certain numbers of Employee Reserved Shares applied for and total amount payable on application for
reference. You must pay the maximum Offer Price of HK$1.50 per Employee Reserved Share plus a brokerage
fee of 1.0%, a SFC transaction levy of 0.003% and a Hong Kong Stock Exchange trading fee of 0.005%.
2. Complete the form correctly in accordance with the instructions and sign it. Only written signatures will be
accepted.
----- End of picture text -----
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a tropical cyclone warning signal number 8 or above; or
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be drawn on your Hong Kong dollar bank account with a licensed bank in Hong Kong;
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a “black” rainstorm warning signal in force
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show your account name. This name must either be pre-printed on the cheque, or be endorsed at the back by a person authorized by the bank. This account name must correspond with the name on your Application Form. If it is a joint application, the account name must be the same as the name of the firstnamed applicant;
in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, 7 October 2014. Instead they will open between 11:45 a.m. and 12:00 noon on the next Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon.
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Business day means a day which banks in Hong Kong are generally open for business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong.
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be made payable to “ Ting Hong Nominees Limited – Sam Woo Construction Public Offer ” ; and
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be crossed “Account Payee Only” .
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The right is reserved to present all or any remittances for payment. You will not be given a receipt for your payment. The Company will keep any interest accrued on your application monies (up till, in the case of monies to be refunded, the date of despatch of refund cheques). The right is also reserved to retain any share certificate(s) and/or any surplus application money(ies) or refunds pending clearance of your cheque or banker ’ s cashier order.
Your application will be rejected if your cheque:
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does not meet all these requirements; or
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is dishonoured on its first presentation.
NUMBER OF EMPLOYEE RESERVED SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
| NUMBER OF EMPLOYEE RESERVED SHARES THAT MAY BE APPLIED FOR AND PAYMENTS | NUMBER OF EMPLOYEE RESERVED SHARES THAT MAY BE APPLIED FOR AND PAYMENTS | NUMBER OF EMPLOYEE RESERVED SHARES THAT MAY BE APPLIED FOR AND PAYMENTS |
|---|---|---|
| No. of Employee Reserved Shares applied for Amount payable on application |
No. of Employee Reserved Shares applied for Amount payable on application |
No. of Employee Reserved Shares applied for Amount payable on application |
| 2,000 4,000 6,000 8,000 10,000 12,000 14,000 HK$ 3,030.24 6,060.48 9,090.72 12,120.96 15,151.20 18,181.44 21,211.68 |
16,000 18,000 20,000 40,000 60,000 80,000 100,000 HK$ 24,241.92 27,272.16 30,302.40 60,604.80 90,907.20 121,209.60 151,512.00 |
200,000 300,000 HK$ 303,024.00 454,536.00 Maximum number of Employee Reserved Shares you may apply for. |