The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this form. �� FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE OFFER. ��

**APEX CAPITAL LIMITED ��[*]**

(Incorporated in the Cayman Islands with limited liability)

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(Stock Code: 905)

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FORM OF ACCEPTANCE AND TRANSFER OF SHARE(S) OF HK$0.025 EACH IN THE ISSUED SHARE CAPITAL OF APEX CAPITAL LIMITED

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To be completed in all respects ��

Registrar: Secretaries Limited 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong �� 28��26�

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Insert the total
number of Shares FOR THE CONSIDERATION stated below the “Shareholder(s)” named below does/do hereby transfer(s) to the “Transferee” named below the
for which the share(s) of HK$0.025 each in the issued share capital of Apex Capital Limited. (“Share(s)”) held by the Shareholder(s) specified below.
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Offer is accepted.
If no number is
inserted or a Number of Shares FIGURES �� WORDS ��
number in excess to be transferred
of your registered ��
holding of Shares
is inserted, youwill be deemed to Certificate number(s)��
have accepted the
Offer in respect of SHAREHOLDER(S) Surname(s) Other name(s)
your entire name(s) and address ��
registered holding in full
of Shares.�� Registered address��
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�� CONSIDERATION HK$0.0695 in cash for each Share
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�� Name ��
�� TRANSFEREE Correspondence � Room 401-2, 4/F, Wing Tak Commercial Centre, 177-183,
�� Address Wing Lok Street, Sheung Wan, Hong Kong
PLEASE �� 177-183��4�401-2�
DO NOT
DATE SIGNED by the parties to this transfer, this day of 2006��
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Signed by the Shareholder(s) in the presence of:
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ALL JOINT
HOLDERS MUST
SIGN HERE
Signature of Witness ��
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Address ��
Signature(s) of Shareholder(s)
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Occupation ��
Signed by the Transferee in the presence of: DO NOT COMPLETE ��
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Name of Witness ��
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Address ��
Occupation �� Signature of Transferee
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* For identification purposes only

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THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of this Form of Acceptance and Transfer or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of HK$0.025 each in Apex Capital Limited (the “Company”), you should at once hand this Form of Acceptance and Transfer and the accompanying Composite Offer Document dated 21st November 2006 (the “Composite Document”) to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). All words and expressions defined in the Composite Document shall, unless the context otherwise requires, have the same meanings when used in this Form of Acceptance and Transfer.

The making of the Offer by Yu Ming Investment Management Limited (“Yu Ming”), on behalf of �� (“Offeror”), to overseas Shareholders may be affected by the laws of the relevant jurisdictions. If you are an overseas Shareholder, you should inform yourself about and observe any applicable legal requirements. It is your responsibility if you wish to accept the Offer to satisfy yourself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consent, exchange control and any registration or filing which may be required in compliance with all necessary formalities, regulatory and/or legal requirements. You will also be responsible for the payment of any transfer or other taxes and duties imposed by whomsoever payable in respect of that jurisdiction. The Offeror, Yu Ming and any person involved in the Offer shall be entitled to be fully indemnified and held harmless by you for any taxes as you may be required to pay. Acceptance of the Offer by you will constitute a warranty by you that you are permitted under all applicable laws to receive and accept the Offer, and any revision thereof, and such acceptance shall be valid and binding in accordance with all applicable laws.

HOW TO COMPLETE THIS FORM

Shareholders are advised to read the Composite Document before completing this Form of Acceptance and Transfer. To accept the Offer made by Yu Ming on behalf of the Offeror to acquire your Shares at a price of HK$0.0695 per Share in cash , you should complete and sign this Form of Acceptance and Transfer overleaf and forward this entire form, together with the relevant Share certificate(s) and/or transfer receipt(s) and/or any document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (“Title Documents”) for not less than the number of Shares in respect of which you intend to accept the Offer, by post or by hand, in an envelope marked “Apex Offer” to Secretaries Limited (the “Registrar”) at 26th Floor, Tesbury Centre, 28 Queen’s Rood East, Wan Chai, Hong Kong as soon as possible, but in any event so as to reach the Registrar not later than 4:00 p.m. on 12th December 2006. The provisions of Appendix I to the Composite Document are incorporated into and form part of this Form of Acceptance and Transfer.

FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE OFFER

To: The Offeror and Yu Ming
My/Our execution of this Form of Acceptance and Transfer overleaf (whether or not such form is dated) shall be binding on my/our successors and assigns, and shall constitute:
(a) my/our acceptance of the Offer made by Yu Ming on behalf of the Offeror, as contained in the Composite Document for the consideration and on and subject to the terms therein and herein mentioned, in respect of the number of Shares specified in the Form of Acceptance and Transfer or, if no such number is specified, or a greater number is specified than I am/we are registered as the holder(s) of, in respect of all such Shares as to which I am/we are registered as the holder(s);
(b) my/our irrevocable instruction and authority to each of the Offeror and/or Yu Ming and/or any of their respective agent(s) to collect from the Company or the Registrar on my/our behalf the Title Documents, which has/have been duly signed by me/us and to deliver the same to the Registrar and to authorise and instruct the Registrar to hold such Share Certificate(s) on and subject to the terms of the Offer, as if it was/they were Share Certificate(s) delivered to them together with this Form of Acceptance and Transfer;
(c) my/our irrevocable instruction and authority to each of the Offeror and/or Yu Ming and/or any of their respective agent(s) to send a cheque crossed “Not negotiable account payee only” drawn in my/our favour for the cash consideration to which I/we shall have become entitled under the terms of the Offer (less seller’s ad valorem stamp duty payable by me/us), by post at my/our risk to the person named at the address stated below or, if no name and address is stated below, to me or the first-named of us (in the case of joint registered Shareholders) at the registered address shown in the register of members of the Company;
- (Note: insert name and address of the person to whom the cheque is to be sent if different from the registered shareholder or the firstnamed of joint registered shareholders.)

Name: (in BLOCK LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) my/our instruction and authority to each of the Offeror and/or Yu Ming or such person or persons as any of them may direct for the purpose, on my/our behalf, to make and execute the contract note as required by Section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) to be made and executed by me/us as the seller(s) of the Shares to be sold by me/us under the Offer and to cause the same to be stamped and to cause an endorsement to be made on this Form of Acceptance and Transfer in accordance with the provisions of that Ordinance;
(e) my/our instruction and authority to each of the Offeror and/or Yu Ming or such person or persons as any of them may direct to complete, amend and execute any document on my/our behalf in connection with my/our acceptance of the Offer including, without limitation, to insert a date in the form of acceptance and transfer or, if I/we or any other person shall have inserted a date, to delete such date and insert another date and to insert, delete, amend or substitute the transferee in the form of acceptance and transfer and to do any other act that may be necessary or expedient for the purpose of vesting in the Offeror or such person or persons as it may direct my/our Shares;
(f) my/our undertaking to execute such further documents and to do such acts and things by way of further assurance as may be necessary or desirable to transfer my/our Shares to the Offeror or such person or persons as it may direct free from all liens, charges, options, claims, equities, adverse interests, third party rights or encumbrances whatsoever and together with all rights accruing or attaching thereto as at the date of Composite Document, including, without limitation, the right to receive all dividends and distributions declared, made or paid, if any, on or after the date of the Composite Document, including, without limitation, the right to receive dividends and distributions declared, made or paid, if any, on or after the date of the Composite Document; and
(g) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror or Yu Ming or any of their agent(s) or such person or persons as any of them may direct on the exercise for any rights contained herein.
I/We understand that acceptance of the Offer by me/us will be deemed to constitute a warranty by me/us to the Offeror and Yu Ming that the Shares to be acquired under the Offer are sold free from all liens, charges, options, claims, equities, adverse interests, third party rights or encumbrances whatsoever and together with all rights accruing or attaching thereto as at the date of the Composite Document, including, without limitation, the right to receive dividends and distributions declared, made or paid, if any, on or after the date of the Composite Document.
I/We warrant that I/we have the full right, power and authority to sell and pass the title and ownership of my/our Shares to the Offeror by way of acceptance of the Offer.
In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease in which event, I/we authorise and request you to return to me/us my/our the Title Documents, together with this Form of Acceptance and Transfer duly cancelled, by post at my/our own risk to the person named in paragraph 1(c) above or, if no name and address is stated, to me or the firstnamed of us (in the case of joint registered shareholders) at the registered address shown in the register of members of the Company.
Note: If you submit the transfer receipt(s) upon acceptance of the Offer and in the meantime the relevant Share Certificate(s) is/are collected by any of the Offeror and/or Yu Ming or any of their agent(s) from the Company or the Registrar on your behalf, you will be returned such Share Certificate(s) in lieu of the transfer receipt(s).
I/We warrant to the Offeror and the Company that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the register of members of the Company in connection with my/our acceptance of the Offer, including the obtaining of any governmental, exchange control or other consent and any registration or filing which may be required in compliance with all necessary formalities, legal or regulatory requirements.
I/We warrant to the Offeror and the Company that I/we shall be fully responsible for payment of any transfer or other taxes or duties payable in respect of the jurisdiction where my/our address is located as set out in the register of members of the Company.
I/We enclose the Title Documents for the whole/part of my/our holding of Shares which are to be held by you on the terms and conditions of the Offer. I/We understand that no acknowledgement of receipt of any form of acceptance and transfer or the Title Documents will be given.
I/We acknowledge that my/our Shares to the Offeror by way of acceptance of the Offer will be registered under the name of the Offeror or its nominee.

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PERSONAL DATA

Personal Information Collection Statements

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

1. Reasons for the collection of your personal data

To accept the Offer for your Share(s), you must provide the personal data requested. Failure to supply the requested data may result in the processing of your acceptance being rejected or delayed.

2. Purposes

The personal data which you provide on this Form of Acceptance and Transfer may be used, held and/or stored (by whatever means) for the following purposes:

processing of your acceptance and verification or compliance with the terms and acceptance procedures set out in this Form of Acceptance and Transfer;
registering transfers of the Share(s) out of your name;
maintaining or updating the register of members of the Company;
conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
distributing communications from the Offeror and/or its subsidiaries or agents such as its financial adviser and the Registrar;
compiling statistical code information and shareholder profiles;
making disclosures as required by laws, rules or regulations (whether statutory or otherwise);
any other purpose in connection with the business of the Offeror or the Registrar; and
any other incidental or associated purposes relating to the above and/or to enable the Company and the Registrar to discharge their obligations to the Shareholders, and other purpose to which the Shareholders may from time to time agree.

3. Transfer of personal data

The personal data provided in this form of acceptance and transfer will be kept confidential but the Offeror and the Registrar may, to the extent necessary for achieving the purposes above or any of them, make such enquiries as they consider necessary to confirm the accuracy of the personal data and, in particular, they may disclose, obtain, transfer (whether within or outside Hong Kong) such personal data to, from or with any and all of the following persons and entities:

the Offeror, its subsidiaries and/or agent(s), such as its financial adviser and the Registrar;
any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services to the Registrar, in connection with the operation of its business;
any regulatory or governmental bodies;
any other persons or institutions with which you have or propose to have dealings, such as bankers, solicitors, accountants or licensed securities dealers; and
any other persons whom the Offeror or the Registrar considers to be necessary or desirable in the circumstances.

Access and correction of personal data

The Ordinance provides you with rights to ascertain whether the Offeror or the Registrar hold your personal data, to obtain a copy of that data, and to correct any data that is incorrect. In accordance with the Ordinance, the Offeror and the Registrar have the right to charge a reasonable fee for the processing of any data access requests. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Company Secretary of the Offeror or the Privacy Compliance Officer of the Registrar (as the case may be).

BY SIGNING THIS FORM OF ACCEPTANCE AND TRANSFER YOU AGREE TO ALL OF THE ABOVE.

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**APEX CAPITAL LIMITED ��[*]**

THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

HOW TO COMPLETE THIS FORM

FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE OFFER

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Personal Information Collection Statements

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APEX CAPITAL LIMITED ��������[*]

THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

HOW TO COMPLETE THIS FORM

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