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Wang On Group Limited — Capital/Financing Update 2011
Jan 28, 2011
49778_rns_2011-01-28_5353c68f-9ca2-484d-a692-85cdbd451088.pdf
Capital/Financing Update
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Excess Application Form Number
IMPORTANT
THIS FORM IS VALUABLE AND IS NOT TRANSFERABLE AND IS ONLY FOR THE USE BY THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR THE RIGHTS SHARES IN ADDITION TO THOSE PROVISIONALLY ALLOTTED TO HIM/HER/IT/THEM.
APPLICATION MUST BE RECEIVED BY 4:00 P.M. ON TUESDAY, 15 FEBRUARY 2011.
IF YOU ARE IN ANY DOUBT ABOUT THIS FORM, YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
A copy of this form, together with a copy of the rights issue prospectus of the Company dated 28 January 2011 (the “Prospectus”), the provisional allotment letter and (where applicable) the documents specified in the paragraph headed “Documents delivered to the Registrars of Companies” in appendix III to the Prospectus have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. A copy of each of the Prospectus Documents has been, or will as soon as reasonably practicable after the Prospectus Posting Date be, filed with the Registrar of Companies in Bermuda in accordance with the Companies Act 1981 of Bermuda. The Securities and Futures Commission of Hong Kong, the Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility as to the contents of any of these documents. Terms defined in the Prospectus have the same meanings herein unless the context otherwise.
Dealings in the securities of the Company may be settled through the CCASS operated by HKSCC and you should consult your stockbroker or other licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests. Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this document, 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 document.
It should be noted that upon occurrence of certain events including force majeure events, the Underwriter has the right to, at or before 4:00 p.m. on the third Business Day after the Latest Time For Acceptance, terminate its obligations under the Underwriting Agreement. These termination events are set out in the section headed “Termination of the Underwriting Agreement” in the Prospectus. Upon the giving of written notice of termination, all obligations of the Underwriter under the Underwriting Agreement shall cease. If the Underwriting Agreement is terminated by the Underwriter on or before the aforesaid deadline or does not become unconditional, the Underwriting Agreement shall terminate and the Rights Issue will not proceed. The Adjusted Shares have been dealt in on an ex-rights basis since Tuesday, 18 January 2011 and the Rights Shares are expected to be dealt with in their nil-paid form from Tuesday, 1 February 2011 to Thursday, 10 February 2011 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed. Any person dealing in the securities of the Company from now up to the date on which all the conditions of the Rights Issue are fulfilled and any person dealing in the nil-paid Rights Shares from Tuesday, 1 February 2011 to Thursday, 10 February 2011 (being the first day and last day of dealings in the nil-paid Rights Shares respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company and/or the Rights Shares in their nil-paid form during this period who is in any doubt about his/her/its/their position is recommended to consult his/her/its/their own professional adviser. It is expected that the conditions referred to in the section headed “Conditions of the Rights Issue (with the Bonus Issue)” in the Prospectus are to be fulfilled by 4:00 p.m. Hong Kong time on Friday, 18 February 2011. If the conditions referred to in that section are not fulfilled at or before 4:00 p.m. Hong Kong time on Friday, 18 February 2011 (or such later time and/or date as the Company and the Underwriter may determine in writing) or the Underwriting Agreement has been terminated in accordance with the terms thereof, the Rights Issue will not proceed.
WANG ON GROUP LIMITED (宏安集團有限公司)[*]
Branch share registrar in Hong Kong: Tricor Tengis Limited 26th Floor (宏安集團有限公司) Tesbury Centre28 Queen’s Road EastWanchai (Incorporated in Bermuda with limited liability) (Stock Code: 1222) Hong Kong
RIGHTS ISSUE OF 5,219,948,064 RIGHTS SHARES OF HK$0.01 EACH AT HK$0.10 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCE ON THE BASIS OF EIGHT (8) RIGHTS SHARES FOR EVERY ONE (1) ADJUSTED SHARE HELD ON THE RECORD DATE AND TIME WITH BONUS ISSUE ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY EIGHT (8) RIGHTS SHARES TAKEN UP UNDER THE RIGHTS ISSUE
Head office and principal place of business in Hong Kong: 5/F., Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong
Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda
FORM OF APPLICATION FOR EXCESS RIGHTS SHARES
Name(s) and address of the Qualifying Shareholder(s)
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Application can only be made by the registered Shareholder(s) named herein.
To: The Directors WANG ON GROUP LIMITED
Dear Sirs and Madams,
I/We, being the registered holder(s) named above of Adjusted Shares, hereby irrevocably apply for excess Rights Share(s) at the Subscription Price of HK$0.10 per Rights Share under the Rights Issue in respect of which I/we enclose a separate remittance in favour of “Wang On Group Limited – Excess Application Account” and crossed “ Account Payee Only ” issued for HK$ being payment in full on application for the aforementioned number of excess Rights Shares and I/we hereby request you to allot such excess Rights Shares applied for, or any lesser number, to me/us and to send by ordinary post at my/our risk to the address shown above my/our Adjusted Share certificate(s) for the number of additional Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any application money refundable to me/us. I/We understand that allotment in respect of this application shall be made on a fair and equitable basis as set out in the Prospectus, to be decided at the sole discretion of the Directors. I/We acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for. I/We, hereby undertake to accept such number of additional Rights Shares and Bonus Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus and subject to the memorandum and bye-laws of the Company. In respect of any additional Rights Shares and Bonus Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares and Bonus Shares.
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- Signature(s) of applicant(s) (all joint applicants must sign)
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Date:
2011 Contact telephone no.
This form should be completed and lodged, together with payment as to HK$0.10 per Rights Share for the number of excess Rights Shares applied for, with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong so as to be received by not later than 4:00 p.m. on Tuesday,15 February 2011. All remittances must be made in Hong Kong dollars and must be forwarded either by cheque drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or by a separate cashier order issued by a licensed bank in Hong Kong. All such cheques or cashier orders must be made payable to “Wang On Group Limited – Excess Application Account” and crossed “ Account Payee Only ”. All enquiries in connection with this form of application for excess Rights Shares should be addressed to the Company’s branch share registrar at the above address.
All cheques and cashier orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of a form of application for excess Rights Shares together with a cheque or cashier order in payment for the Rights Shares applied for which are the subject of this form will constitute a warranty by the applicant(s) that the cheque or cashier order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any application for excess Rights Shares in respect of which the accompanying cheque or cashier order is dishonoured on first presentation. The Prospectus Documents have not been and will not be registered or filed under the applicable securities legislation of any jurisdiction other than in Hong Kong and Bermuda. No action has been taken to permit the Rights Issue in any territory outside Hong Kong, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements thereof. No person receiving a copy of the Prospectus, or a provisional allotment letter or this form of application for excess Rights Shares in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in the relevant jurisdictions such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy themselves, before acquiring any rights to subscribe for the provisionally allotted Rights Shares, as to the observance of the laws and regulations of all relevant jurisdictions, including the obtaining of any government or other consents and to pay any taxes and duties required to be paid in such territory in connection therewith. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction.
You will be notified by the Company’s branch share registrar in Hong Kong of any allotment of excess Rights Shares made to you.
If no excess Rights Shares are allotted to you, a refund cheque for the full amount tendered on application without interest will be sent by ordinary post to you at your own risk and, if the number of excess Rights Shares allotted to you is less than the number applied for, a cheque for the amount of the surplus application monies, without interest, will be sent by ordinary post to you at your own risk at your address as shown on the register of members of the Company. Such posting is expected to take place on or before Tuesday, 22 February 2011. Any such cheque will be drawn in favour of the person(s) named on this form. It is expected that share certificates in respect of the Rights Shares and Bonus Shares will be sent by ordinary post at your own risk on or before Tuesday, 22 February 2011. You will receive one share certificate for all the fully-paid Rights Shares and Bonus Shares allotted to you.
All documents, including cheques for amounts due, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto.
A SEPARATE CHEQUE OR CASHIER ORDER MUST ACCOMPANY EACH APPLICATION
NO RECEIPT WILL BE GIVEN BY THE COMPANY For office use only
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----- Start of picture text ----- Application number Number of excess Rights Shares applied for Amount paid on application Balance refundedHK$ HK$----- End of picture text -----
- For identification purposes only