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Sam Woo Construction Group Limited Share Issue/Capital Change 2014

Sep 28, 2014

50893_rns_2014-09-28_32e3ed04-7324-4db2-ad50-21b35fe01979.pdf

Share Issue/Capital Change

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Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant 如 閣下欲以香港中央結算(代理人)有限公司(「香港結算代理人」)的名義登記將獲發行的 公開發售股份,並直接存入中央結算及交收系統(「中央結算系統」),以記存於 閣下的中央結算系 統投資者戶口持有人股份戶口或 閣下指定的中央結算系統參與者股份戶口,請使用本表格

This Application Form uses the same terms as defined in the prospectus of Sam Woo Construction Group Limited (the “Company”) dated Monday, 29 September 2014 together with all supplement(s) thereto (if Staple your any) (the “Prospectus”). 本申請表格使用三和建築集團有限公司(「本公司」)於二零一四年九月二十九 payment 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。 here Neither this Application Form nor the Prospectus constitutes an offer to sell or the solicitation of an offer to buy any Public Offer Shares in any jurisdiction other than Hong Kong. The Public Offer Shares may 請將股款 not be offered or sold in the United States without registration or an exemption from registration under the 緊釘在此 relevant securities laws and regulations of the United States. 本申請表格及招股章程概不構成在香港以 外司法權區要約出售或游說要約購買任何公開發售股份。若無根據美國相關證券法及法規登記或豁 免登記,公開發售股份不得在美國提呈發售或出售。 This Application Form and the Prospectus may not be forwarded or distributed or reproduced (in whole or in part) in any manner whatsoever in any jurisdiction where such forwarding, distribution or reproduction is not permitted under the law of that jurisdiction. 在任何根據當地法例不得發送、派發或複製本申請表 格及招股章程的司法權區內概不得發送或派發或複製(不論方式,也不論全部或部分)本申請表格及 招股章程。 Copies of the Prospectus, all related Application Forms and the other documents specified in the section headed “Documents Delivered to the Registrar of Companies and Available for Inspection” in Appendix V to the Prospectus, have been registered by the Registrar of Companies in Hong Kong. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), Hong Kong Securities Clearing Company Limited ( “HKSCC” ), the Securities and Futures Commission of Hong Kong (the “SFC” ) and the Registrar of Companies of Hong Kong take no responsibility for the contents of these documents. 招股章程、所有相關申請表格及招股章程附錄五「送 呈公司註冊處處長及備查文件」一節所述其他文件已送呈香港公司註冊處處長登記。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」)、 香港證券及期貨事務監察委員會(「證監會」)及香港公司註冊處處長對此等文件的內容概不負責。 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) Stock code: 3822 股份代號: 3822 Number of Offer Shares under the Share Offer: 100,000,000 Shares 股份發售的發售股份總數: 100,000,000股股份 Number of Public Offer Shares: 10,000,000 Shares (subject to adjustment) 公開發售股份數目: 10,000,000股股份(可予調整) Number of Placing Shares: 90,000,000 Shares (subject to adjustment) 配售股份數目: 90,000,000股股份(可予調整) 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) 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) Nominal Value: HK$0.01 per Share 面值: 每股股份0.01港元 You should read this Application Form in conjunction with the Prospectus, which contains further information on the , 一 。 application procedures. 招股章程尚有其他關於申請程序的資料 本申請表格應與招股章程 併閱讀

Application Form 申請表格

To: Sam Woo Construction Group Limited 致: 三和建築集團有限公司 The Joint Lead Managers 聯席牽頭經辦人 The Public Offer Underwriters 公開發售包銷商

Applicants’ declaration

I/We agree to the terms and conditions and application procedures in this Application Form and the Prospectus. Please refer to the “Effect of completing and submitting this Application Form” section of this Application Form.

Warning: Only one application may be made for the benefit of any person. Please refer to the last four bullets of “Effect of completing and submitting this Application Form” section of this Application Form.

申請人聲明

本人 ~~~~ ~~~~ 同意本申請表格及招股章程的條款及條件以及申請 程序。請參閱本申請表格「填交本申請表格的效用」一節。

警告:任何人士只限作出一次為其利益而進行的認購申請。請 ~~~~ 閱本申請表格「填交本申請表格的效用」一節最 ~~~~ 四點。

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant 如 閣下欲以香港中央結算(代理人)有限公司(「香港結算代理人」)的名義登記將獲發行的 公開發售股份,並直接存入中央結算及交收系統(「中央結算系統」),以記存於 閣下的中央結算系 統投資者戶口持有人股份戶口或 閣下指定的中央結算系統參與者股份戶口,請使用本表格

For Broker use 此欄供經紀填寫 Lodged by 遞交申請的經紀 Broker No. 經紀號碼 Broker’s Chop 經紀印章 Cheque/banker’s cashier order number 支票╱銀行本票號碼

Signed by (all) applicant(s) (all joint applicants must sign): 由(所有)申請人簽署(所有聯名申請人必須簽署):

Date日期: / / D日 M月 Y年 Cheque/banker’s cashier order number Number of Public Offer Shares applied for (not more than 4,500,000 支票╱銀行本票號碼 shares) 申請公開發售股份數目(不超過4,500,000股股份) Name of bank on which cheque/Banker’s cashier order is drawn (see “How to make your application” section in this Application Form) Total amount 總額 兌現支票╱銀行本票的銀行名稱(見本申請表格「申請手續」 一節) HK$ 港元 Name in English 英文姓名╱名稱 Family name or company name 姓氏或公司名稱 Forename(s) 名字 Name in Chinese 中文姓名╱名稱 Family name or company name 姓氏或公司名稱 Forename(s) 名字 Occupation in English 職業(以英文填寫) Hong Kong Identity Card No./Passport No./Hong Kong Business Registration No. (Please delete as appropriate) 香港身份證號碼╱護照號碼╱香港商業 登記號碼(請刪除不適用者) Names of all other joint applicants in English (if any) Hong Kong Identity Card No./Passport No./Hong Kong 所有其他聯名申請人的英文姓名╱名稱(如有) Business Registration No. of all other joint applicants (Please delete as appropriate) 所有其他聯名申請人的香港身份證號 1) 碼╱護照號碼╱香港商業登記號碼(請刪除不適用者) 2) 1) 2) 3) 3) Hong Kong address in English and telephone no. (joint applicants should give the address and the telephone number of firstnamed applicant only)pplicant only)licant only)y) 香港地址(以英文填寫)及電話號碼(聯名申請人只須填寫排名首位申請人的地址及電話號碼) Telephone No. 電話號碼 For Nominees: You will be treated as applying for your THIS BOX MUST BE DULY COMPLETED own benefit if you do not complete this section. Please 必須填妥此欄 provide an account number or identification code for each Participant I.D. of the CCASS Investor Participant or (joint) beneficial owner. 由代名人遞交:代名人若不填 designated CCASS Participant 中央結算系統投資者戶 寫本節,是項認購申請將視作為 閣下利益提出。請 口持有人或指定的中央結算系統參與者的參與者編號 填寫每名(聯名)實益擁有人的賬戶號碼或識別編碼。

Hong Kong address in English and telephone no. (joint applicants should give the address and the telephone number of firstnamed applicant only)pplicant only)licant only)y) 香港地址(以英文填寫)及電話號碼(聯名申請人只須填寫排名首位申請人的地址及電話號碼)

ADDRESS LABEL 地址標貼 (Your name(s) and address in Hong Kong in BLOCK letters 請用英文 正楷 填寫 姓名╱名稱 及香港 地址 )

For designated CCASS Participant or Corporate CCASS Investor Participant, please also affix the company chop bearing its company name 指定的中央 結算系統參與者或中央結算系統公司投資者戶口持 有人,請加蓋顯示公司名稱的公司印鑑

(See paragraph 2 in the section “How to make your application”)(請參閱「申請手續」一節第2段)

For Internal use 此欄供內部使用

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant 如 閣下欲以香港中央結算(代理人)有限公司(「香港結算代理人」)的名義登記將獲發行的 公開發售股份,並直接存入中央結算及交收系統(「中央結算系統」),以記存於 閣下的中央結算系 統投資者戶口持有人股份戶口或 閣下指定的中央結算系統參與者股份戶口,請使用本表格

  • (1) If you are a CCASS Investor Participant, only a Hong Kong Identity Card number (if you are an individual) or a Hong Kong Business Registration number (if you are a body corporate) will be accepted for this application, please see paragraph 2 under the section “How to make your application”. 如 閣下為中央 結算系統投資者戶口持有人,是項申請僅接納香港身份證號碼(如屬個別人士)或香港商業登記號碼 (如屬法人團體);請參閱「申請手續」一節第2段。 (2) If you are applying through a designated CCASS Participant (other than a CCASS Investor Participant): For an individual, you must provide your Hong Kong Identity Card number or passport number. If you hold a Hong Kong Identity Card, please provide that number. If you do not hold a Hong Kong Identity Card, please provide your passport number. For a body corporate, please provide your Hong Kong Business Registration number. 如 閣下透過中央結算系統投資者戶口持有人以外的指定中央結算系統參與者提 出申請:如屬個別人士,必須填寫 閣下的香港身份證號碼或護照號碼(持有香港身份證者請填寫香 港身份證號碼,否則請填寫護照號碼);如屬法人團體,請填寫香港商業登記號碼。 (3) Part of the Hong Kong Identity Card number/passport number of you or, for joint applicants, the firstnamed applicant may be printed on your refund cheque (if any). Such data will be used for checking the validity of Application Form and such data would also be transferred to a third party for such purpose and refund purpose. Your banker may require verification of your Hong Kong Identity Card number/passport number before you can cash your refund cheque. 退款支票(如有)上或會印有 閣下或(如屬聯名申請人)退款支票(如有)上或會印有 閣下或(如屬聯名申請人) 排名首位申請人的香港身份證號碼╱護照號碼的一部分。有關資料將用於核實申請表格的有效性, 亦會轉交第三方作資料核實和退款。銀行兌現退款支票前或會要求查證 閣下的香港身份證號碼╱ 護照號碼。 (4) If an application is made by an unlisted company and: • the principal business of that company is dealing in securities; and • you exercise statutory control over that company, then the application will be treated as being made for your benefit. 倘若申請人是一家非上市公司,而: • 該公司主要從事證券買賣業務;及 • 閣下對該公司可行使法定控制權, 是項申請將視作為 閣下的利益提出。 (5) All joint applicants must give (if they are individuals) their Hong Kong Identity Card numbers or, where applicable, passport numbers, or (if they are bodies corporate) their Hong Kong Business Registration numbers. 所有聯名申請人必須提供(如屬個別人士)其香港身份證號碼或(如適用)護照號碼,或(如屬 法人團體)其香港商業登記號碼。

(3) Part of the Hong Kong Identity Card number/passport number of you or, for joint applicants, the firstnamed applicant may be printed on your refund cheque (if any). Such data will be used for checking the validity of Application Form and such data would also be transferred to a third party for such purpose and refund purpose. Your banker may require verification of your Hong Kong Identity Card number/passport number before you can cash your refund cheque. 退款支票(如有)上或會印有 閣下或(如屬聯名申請人)退款支票(如有)上或會印有 閣下或(如屬聯名申請人) 排名首位申請人的香港身份證號碼╱護照號碼的一部分。有關資料將用於核實申請表格的有效性, 亦會轉交第三方作資料核實和退款。銀行兌現退款支票前或會要求查證 閣下的香港身份證號碼╱ 護照號碼。

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant

How to make your application

  1. Use the table below to calculate how much you must pay. Your application must be for a minimum of 2,000 Public Offer Shares and an integral multiple of 2,000 Public Offer Shares, up to and including a maximum of 4,500,000 Public Offer Shares, or your application will be rejected. The table belows sets out certain integral multiples of 2,000 Public Offer Shares applied for and total amount payable on application in HK$ for reference:
NUMBER OF PUBLIC OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS
No. of
No. of
No. of
Public Offer
Amount
Public Offer
Amount
Public Offer
Amount
Shares
payable on
Shares
payable on
Shares
payable on
applied for
application
applied for
application
applied for
application
*
2.
HK$ HK$ HK$ 2,000
3,030.24
80,000
121,209.60
3,000,000
4,545,360.00
4,000
6,060.48
100,000
151,512.00
4,000,000
6,060,480.00
6,000
9,090.72
200,000
303,024.00
4,500,000*
6,818,040.00
8,000
12,120.96
300,000
454,536.00
10,000
15,151.20
400,000
606,048.00
12,000
18,181.44
500,000
757,560.00
14,000
21,211.68
600,000
909,072.00
16,000
24,241.92
700,000
1,060,584.00
18,000
27,272.16
800,000
1,212,096.00
20,000
30,302.40
900,000
1,363,608.00
40,000
60,604.80
1,000,000
1,515,120.00
60,000
90,907.20
2,000,000
3,030,240.00
Maximum number of Public Offer Shares you may apply for.

You, as the applicant(s), must complete the form in English as indicated below and sign on the second
page of the Application Form. Only written signatures will be accepted (and not by way of personal
chop).
If you are applying through a designated CCASS Participant (other than a CCASS investor
participant):

the designated CCASS Participant must endorse the form with its company chop (bearing its
company name) and insert its participant I.D. in the appropriate box.
If you are applying as an individual CCASS Investor Participant:
Sample 樣版

the form must contain your NAME and Hong Kong Identity Card number or passport number;

your participant I.D. must be inserted in the appropriate box.
  • If you are applying as a joint individual CCASS Investor Participant:

  • the form must contain all joint investor participants’ NAMES and the Hong Kong Identity Card number or passport number of all joint investor participants;

  • your participant I.D. must be inserted in the appropriate box.

  • If you are applying as a corporate CCASS Investor Participant:

  • the form must contain your company NAME and Hong Kong Business Registration number;

  • your participant I.D. and your company chop (bearing your company name) must be inserted in the appropriate box.

Incorrect or omission of details of the CCASS Participant including participant I.D. and/or company chop bearing its company name or other similar matters may render your application invalid.

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant

  1. Staple your cheque or banker’s cashier order to the form. Each application for the Public Offer Shares must be accompanied by either one separate cheque or one separate banker’s cashier order. Your application will be rejected if your cheque or banker’s cashier order does not meet all the following requirements:

The cheque must: Banker’s cashier order must:

  • be in Hong Kong dollars;

  • not be post-dated;

  • be made payable to “ Ting Hong Nominees Limited – Sam Woo Construction Public Offer ”;

  • be crossed “Account Payee Only”;

• be drawn on your Hong Kong dollar bank • be issued by a licensed bank in Hong Kong, account in Hong Kong; and and have your name certified on the back by • show your account name, which must either a person authorised by the bank. The name on be pre-printed on the cheque, or be endorsed the banker’s cashier order must correspond on the back by a person authorised by the with your name. If it is a joint application, bank. This account name must correspond the name on the back of the banker’s cashier with your name. If it is a joint application, the order must be the same as the first-named account name must be the same as the firstapplicant’s name. named applicant’s name. 4. Tear off the Application Form, fold it once and lodge your completed Application Form (with cheque or banker’s cashier order attached) to one of the collection boxes at any of the following branches of: DBS Bank (Hong Kong) Limited District Branch Name Address Hong Kong Island: Head Office G/F, The Centre, 99 Queen’s Road Central United Centre Branch Shops 1015-1018, 1/F & Shops 2032-2034, 2/F, United Centre, 95 Queensway, Admiralty North Point Branch G/F, 391 King’s Road, North Point Kowloon: Nathan Road Branch G/F, Wofoo Commercial Building, 574-576 Nathan Road, Mongkok Tsimshatsui Branch G/F, 22-24 Cameron Road, Tsim Sha Tsui Hoi Yuen Road Branch Unit 2, G/F, Hewlett Centre, 54 Hoi Yuen Road, Kwun Tong New Territories: Tsuen Wan Branch G/F, 23 Chung On Street, Tsuen Wan 5. Your Application Form can be lodged at these 6. The latest time for lodging your application times: is 12:00 noon on Tuesday, 7 October 2014. Monday, 29 September 2014 – 9:00 a.m. to 5:00 p.m The application lists will be open between Tuesday, 30 September 2014 – 9:00 a.m. to 5:00 p.m 11:45 a.m. to 12:00 noon on that day, subject Friday, 3 October 2014 – 9:00 a.m. to 5:00 p.m only to the weather conditions, as described in Saturday, 4 October 2014 – 9:00 a.m. to 1:00 p.m. “Effect of Bad Weather on the Opening of the Monday, 6 October 2014 – 9:00 a.m. to 5:00 p.m Application Lists” in the “How to Apply for the Tuesday, 7 October 2014 – 9:00 a.m. to 12:00 noon Public Offer Shares and Employee Reserved

  1. Tear off the Application Form, fold it once and lodge your completed Application Form (with cheque or banker’s cashier order attached) to one of the collection boxes at any of the following branches of:

  2. The latest time for lodging your application is 12:00 noon on Tuesday, 7 October 2014. The application lists will be open between 11:45 a.m. to 12:00 noon on that day, subject only to the weather conditions, as described in “Effect of Bad Weather on the Opening of the Application Lists” in the “How to Apply for the Public Offer Shares and Employee Reserved Shares” section of the Prospectus.

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant

SAM WOO CONSTRUCTION GROUP LIMITED 三和建築集團有限公司

(Incorporated in the Cayman Islands with limited liability)

Share Offer

  • confirm that you have received and read the Prospectus and have only relied on the information and representations contained in the Prospectus in making your application and will not rely on any other information or representations except those in any supplement to the Prospectus;

Conditions of your application

A. Who can apply

  1. You and any person(s) for whose benefit you are applying must be 18 years of age or older and must have a Hong Kong address.

  2. confirm that you are aware of the restrictions on the Share Offer in the Prospectus;

  3. If you are a firm, the application must be in the individual members’ names.

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 in the Prospectus (and any supplement to it); 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;

  1. The number of joint applicants may not exceed 4.

  1. If you are a body corporate, the application must be signed by a Underwriters, their respective directors, officers, employees, duly authorised officer, who must state his representative capacity, partners, agents, advisers and any other parties involved in and stamped with your corporation’s chop. the Share Offer is or will be liable for any information and

  2. You must be outside the United States, not be a United States representations not in the Prospectus (and any supplement to it); Person (as defined in the applicable securities laws and regulations • undertake and confirm that you or the person(s) for whose benefit of the United States) and not be a legal or natural person of the you have made the application have not applied for or taken up, PRC. or indicated an interest for, and will not apply for or take up, or

  3. Unless permitted by the Listing Rules, you cannot apply for any indicate an interest for, any Placing Shares under the Placing nor Public Offer Shares if you: participated in the Placing; • are an existing beneficial owner of shares in the Company • agree to disclose to the Company, the Hong Kong Share Registrar, and/or any of its subsidiaries; receiving banks, the Joint Lead Managers, the Underwriters and/or

• are a director or a chief executive officer of the Company their respective advisers and agents any personal data which they and/or any of its subsidiaries; may require about you and the person(s) for whose benefit you have

• are a close associate (as defined in the Listing Rules) of any made the application; of the above; • if the laws of any place outside Hong Kong apply to your

• are a core connected person (as defined in the Listing Rules) application, agree and warrant that you have complied with all such of the Company or will become a core connected person of laws and none of the Company, the Joint Lead Managers and the the Company immediately upon completion of the Share Underwriters nor any of their respective officers or advisers will Offer; or breach any law outside Hong Kong as a result of the acceptance

• have been allocated or have applied for any Placing Shares or of your offer to purchase, or any action arising from your rights otherwise participate in the Placing. and obligations under the terms and conditions contained in the Prospectus and this Application Form;

B. If you are a nominee • agree that once your application has been accepted, you may not Unless you are an Eligible Employee applying for Em p loyee Reserved rescind it because of an innocent misrepresentation; Shares by using a PINK Application Form, you, as a nominee, may • agree that your application will be governed by the laws of Hong make more than one application for the Public Offer Shares by: (i) giving Kong; electronic application instructions to HKSCC via Central Clearing and • represent, warrant and undertake that (i) you understand that the Settlement System (“CCASS”) (if you are a CCASS Participant); or Public Offer Shares have not been and will not be registered under (ii) using a WHITE or YELLOW Application Form, and lodge more the applicable securities laws and regulations of the United States; than one application in your own n a me on behalf of different beneficial and (ii) you and any person for whose benefit you are applying for owners. the Public Offer Shares are outside the United States (as defined in the applicable securities laws and regulations of the United States)

C. Effect of completing and submitting this Application Form or are a person exempted under the applicable securities laws and By completing and submitting this Application Form, you (and if you are regulations of the United States described in paragraph (h)(3) of joint applicants, each of you jointly and severally) for yourself or as an Rule 902 of Regulation S; agent or a nominee on behalf of each person for whom you act: • warrant that the information you have provided is true and accurate;

agree to disclose to the Company, the Hong Kong Share Registrar, receiving banks, the Joint Lead Managers, the Underwriters and/or their respective advisers and agents any personal data which they may require about you and the person(s) for whose benefit you have made the application; if the laws of any place outside Hong Kong apply 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 breach 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 and this Application Form;

agree that once your application has been accepted, you may not rescind it because of an innocent misrepresentation;

agree that your application will be governed by the laws of Hong Kong;

  • agree to accept the Public Offer Shares applied for, or any lesser number allocated to you under the application;

  • undertake to execute all relevant documents and 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 for you and to do on your behalf all things necessary to register any Public Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the Articles of Association;

  • authorise the Company to place your name(s), or the name of the HKSCC Nominees, on the Company’s register of members as the holder(s) of any Public Offer Shares allocated to you, and the Company and/or its agents to deposit any share certificate(s) into CCASS and/or any e-Auto Refund payment instructions and/or to send any refund cheque(s) to you or the first-named applicant for joint application by ordinary post at your own risk to the address stated on the application, unless you have chosen to collect refund cheque(s) in person;

  • agree to comply with the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Articles of Association;

  • 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 them;

  • agree that the shares to be allotted shall be issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to your CCASS investor participant stock account or the stock account of your designated CCASS participant;

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant

  • agree that each of HKSCC and HKSCC Nominees reserves the right (1) not to accept any or part of such allotted shares issued in the name of HKSCC Nominees or not to accept such allotted shares for deposit into CCASS; (2) to cause such allotted shares to be withdrawn from CCASS and issued in your name at your own risk and costs; and (3) to cause such allotted shares to be issued in your name (or, if you are a joint applicant, to the firstnamed applicant) and in such a case, to post the certificates for such allotted shares at your own risk to the address on your application form by ordinary post or to make available the same for your collection;

The Company expects to announce the fixed offer price, the level of applications under the Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offering and Employee Preferential Offering on or before Wednesday, 15 October 2014 in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese), the website of the Hong Kong Stock Exchange - at www.hkexnews.hk and the Company’s website at www.samwoo group.com. Results of allocations in Hong Kong Public Offering and Employee Preferential Offering, and the Hong Kong Identity Card/ passport/Hong Kong business registration numbers of successful applicants (where applicable) will be available on the above websites.

  • agree that each of HKSCC and HKSCC Nominees may adjust the number of allotted shares issued in the name of HKSCC Nominees;

If your application for Public Offer Shares is successful (in whole or in part)

  • agree that neither HKSCC nor HKSCC Nominees shall have any If your application is wholly or partially successful, your Share liability for the information and representations not so contained certificate(s) (subject to their becoming valid certificates of title in the Prospectus and this Application Form; provided that the Share Offer has become unconditional and not

  • • agree that neither HKSCC nor HKSCC Nominees shall be liable having been terminated at 8:00 a.m. on Thursday, 16 October 2014) to you in any way; will be issued in the name of HKSCC Nominees and deposited directly

  • • declare and represent that this is the only application made and into CCASS for credit to your CCASS Investor Participant stock the only application intended by me/us to be made to benefit me/ account or the stock account of your designated CCASS Participant as us or the person for whose benefit I am/we are applying; instructed by you in your Application Form on Wednesday, 15 October

  • • understand that the Company and the Joint Lead Managers 2014 or, in the event of a contingency, on any other date as shall be will rely on your declarations and representations in deciding determined by HKSCC or HKSCC Nominees. whether or not to make any allotment of any of the Public Offer • If you are applying through a designated CCASS Participant Shares to you and that you may be prosecuted for making a false (other than a CCASS Investor Participant): For Public Offer declaration; Shares credited to the stock account of your designated CCASS

  • • (if the application is made for your own benefit) warrant that no Participant (other than a CCASS Investor Participant), you can other application has been or will be made for your benefit on a check the number of Public Offer Shares allotted to you with that WHITE or YELLOW Application Form or by giving electronic CCASS Participant. application instructions to HKSCC or through the HK eIPO • If you are applying as a CCASS Investor Participant: The White Form service by you or by any one as your agent or by Company expects to publish the results of CCASS Investor any other person, other than on a PINK Application Form as an Participants’ applications together with the results of the Public Eligible Employee; and Offering in South China Morning Post (in English) and Hong

  • • (if you are making the application as an agent for the benefit of Kong Economic Times (in Chinese) on Wednesday , 15 October another person) warrant that (i) no other application has been 2014. You should check the announcement published by the or will be made by you as an agent for or for the benefit of that Company and report any discrepancies to HKSCC before 5:00 person or by that person or by any other person as agent for p.m. on Wednesday, 15 October 2014 or such other date as shall that person on a WHITE or YELLOW Application Form or by be determined by HKSCC or HKSCC Nominees. Immediately giving electronic application instructions to HKSCC; and (ii) after the credit of the Public Offer Shares to your stock account you have due authority to sign the Application Form or give you can check your new account balance via the CCASS Phone electronic application instructions on behalf of that other person System and CCASS Internet System (under the procedures as their agent. contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC will also

  • D. Power of attorney make available to you an activity statement showing the number

  • If your application is made through an authorised attorney, the of Public Offer Shares credited to your stock account.

  • Company and the Joint Lead Managers may accept or reject your No receipt will be issued for application money paid. The Company

  • application at their discretion, and on any conditions they think fit, will not issue temporary documents of title.

  • including evidence of the attorney’s authority.

If your application is wholly or partially successful, your Share certificate(s) (subject to their becoming valid certificates of title provided that the Share Offer has become unconditional and not having been terminated at 8:00 a.m. on Thursday, 16 October 2014) will be issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant as instructed by you in your Application Form on Wednesday, 15 October 2014 or, in the event of a contingency, on any other date as shall be determined by HKSCC or HKSCC Nominees.

Refund of your money

Determination of Offer Price and Allocation of Public Offer Shares

If you do not receive any Public Offer Shares or if your application is accepted only in part, the Company will refund to you your application monies (including the related 1% brokerage, 0.003% SFC transaction levy and 0.005% Hong Kong Stock Exchange trading fee) without interest. If the offer price is less than the maximum Offer Price, the Company will refund to you the surplus application monies (including the related 1% brokerage, 0.003% SFC transaction levy and 0.005% Hong Kong Stock Exchange trading fee) without interest.

The Offer Price is expected to be fixed on or around Wednesday, 8 October 2014. Applicants are required to pay the maximum Offer Price of HK$1.50 for each Public Offer Share together with 1% brokerage, 0.003% SFC transaction levy and 0.005% Hong Kong Stock Exchange trading fee. If the Offer Price is not agreed between the Company and the Joint Lead Managers (on behalf of the Underwriters) on or before Friday, 10 October 2014, the Share Offer will not proceed. Applications for Public Offer Shares will not be processed and no allotment of any Public Offer Shares will be made until the application lists close.

The refund procedures are stated in the “Despatch/Collection of share certificates and refund monies” in the “How to Apply for Public Offer Shares and Employee Reserved Shares” section of the Prospectus.

Please use this form if you want the Public Offer Shares to be issued in the name of HKSCC Nominees Limited (“HKSCC Nominees”) and deposited directly into the Central Clearing and Settlement System (“CCASS”) for credit to your CCASS Investor Participant stock account or the stock account of your designated CCASS Participant

Personal Data

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.

Personal Information Collection Statement

This Personal Information Collection Statement informs the applicant for, and holder of, Public Offer Shares, of the policies and practices of the Company and its Hong Kong Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “Ordinance”).

3. Transfer of personal data

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:

1. Reasons for the collection of your personal data

It is necessary for applicants and registered holders of securities to supply correct personal data to the Company or its agents and the Hong Kong Share Registrar when applying for securities or transferring securities into or out of their names or in procuring the services of the Hong Kong Share Registrar. Failure to supply the requested data may result in your application for securities being rejected, or in delay or the inability of the Company or its Hong Kong Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of the Public Offer Shares which you have successfully applied for and/or the dispatch of share certificate(s) and/or refund cheque(s) to which you are entitled. It is important that securities holders inform the Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal data supplied.

  • the Company, its advisers or its appointed agents such as financial advisers, receiving bankers and overseas principal registrar;

  • • enable compliance with all applicable laws and regulations in Hong Kong and elsewhere;

  • • where applicants for securities request a deposit into CCASS, HKSCC or HKSCC Nominees, who will use the personal data for the purposes of operating CCASS;

  • • any broker whose company chop or other identification number has been placed on this Application Form (where applicable);

  • • any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to the Company or the Hong Kong Share Registrar in connection with the operation of their respective businesses;

  • • the Hong Kong Stock Exchange, the SFC and any other statutory, regulatory or governmental bodies or otherwise as required by laws, rules or regulations; and

  • • any persons or institutions with which the securities’ holders have or propose to have dealings, such as their bankers, solicitors, accountants or stockbrokers etc.

2. Purposes

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 applicab l e, verification of compliance with the terms and a p plication procedures set out in this Application Form and the Prospectus and announcing results of allocation of the Public Offer Shares;

  • • 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;

4. Retention of personal data

The Company and its Hong Kong Share 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.

  • registering new issues or transfers into or out of the names of securities’ holders including, where applicable, HKSCC Nominees;

5. Access to and correction of personal data

Securities holders have the right to ascertain whether the Company or the Hong Kong Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is inaccurate. The Company and the Hong Kong Share Registrar have the right to charge a reasonable fee for the processing of such requests.

  • maintaining or updating the register of securities’ holders of the Company;

  • verifying securities holders’ identities;

  • establishing benefit entitlements of securities’ holders of the Company, such as dividends, rights issues and bonus issues;

All requests for access to data or correction of data should be addressed to the Company, at its registered address disclosed in the “Corporate Information” section of the Prospectus or as notified from time to time, for the attention of the company secretary, or the Hong Kong Share Registrar for the attention of the privacy compliance officer.

  • distributing communications from the Company and its subsidiaries;

  • compiling statistical information and shareholder profiles;

  • • disclosing identities of successful applicants by way of press announcement(s) or otherwise;

  • disclosing relevant information to facilitate claims on entitlements; and

By signing an Application Form or by giving electronic application instructions to HKSCC, you agree to all of the above.

  • any other incidental or associated purposes relating to the above and/or to enable the Company and the Hong Kong