CHINA AGRI PROD Excess Application
Form No.
THIS FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE ONLY BY THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR EXCESS RIGHTS SHARES IN ADDITION TO THOSE PROVISIONALLY ALLOTTED TO HIM/HER/IT/THEM UNDER THE RIGHTS ISSUE. APPLICATIONS MUST BE RECEIVED BY NO LATER THAN 4:00 P.M. ON WEDNESDAY, 6 MAY 2015.
IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS FORM OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
Hong Kong Exchanges and Clearing Limited, 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. A copy of each of the Prospectus Documents and the documents mentioned in the paragraph headed "Documents delivered to the Registrar of Companies" in Appendix III 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 (Cap. 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of the Prospectus Documents. Dealings in the Adjusted Shares may be settled through CCASS and you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.
Capitalised terms defined in the prospectus dated 21 April 2015 issued by China Agri-Products Exchange Limited (the "Prospectus") have the same meanings when used herein unless the context otherwise requires.
Branch share registrar and transfer office
in Hong Kong:
Tricor Investor Services Limited
Level 22, Hopewell Centre,
183 Queen's Road East, Hong Kong
CHINA AGRI-PRODUCTS EXCHANGE LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 0149)RIGHTS ISSUE IN THE PROPORTION OF EIGHT (8) ADJUSTED SHARES FOR
EVERY ONE (1) ADJUSTED SHARE HELD ON THE RECORD DATE AT HK$0.30 PER RIGHTS SHARE PAYABLE IN FULL ON ACCEPTANCEFORM OF APPLICATION FOR EXCESS RIGHTS SHARES
Head office and principal place of business:
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
Name(s) and address of Qualifying Shareholder(s)
Application can only be made by the Qualifying
Shareholder(s) named here.
To: The Directors
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
Dear Sirs and Madam,
I/We, being the Qualifying Shareholder(s) named above of the Adjusted Shares, hereby irrevocably apply for excess Rights Shares at the Subscription Price of HK$0.30 per Rights Share, in respect of which I/we enclose a separate remittance by cheque or cashier's order in favour of "China
Agri-Products Exchange Limited - Excess Application Account" for HK$ and crossed "ACCOUNT PAYEE ONLY" being the payment in full on application for the above number of excess Rights Shares.
I/We hereby request you to allot such excess Rights Shares applied for, or any smaller number, to me/us and to send by ordinary post at my/our risk to the address shown above the certificate(s) for the number of excess Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any surplus application monies
returnable to me/us. I/We understand that allotments in respect of this application shall be at the sole discretion of the Directors. I/We acknowledge that I am/we are not guaranteed to be allotted all or any of the excess Rights Shares applied for.
I/We hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus Documents and subject to the memorandum of association of the Company and the Bye-Laws. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as the holder(s) of such Rights Shares.
1. 2. 3. 4. Signature(s) of applicant(s) (all joint applicants must sign)
Date: 2015 Contact Telephone Number:
This Form should be completed and lodged, together with payment by a cheque or a cashier's order in respect of HK$0.30 per Rights Share applied for, with the Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, so as to be received by no later than 4:00 p.m. on Wednesday, 6 May
2015. All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, and cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to "China Agri-Products Exchange Limited - Excess Application Account" and crossed "ACCOUNT PAYEE ONLY".
Completion and return of this Form together with a cheque or cashier's order in payment for the excess Rights Shares which are the subject of this Form will constitute a warranty by the applicant(s) that such cheque or cashier's order will be honoured on first presentation. All cheques and cashier's orders will be presented for payment following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. If the cheque or cashier's order is not honoured on first presentation, the application for excess Rights Shares is liable to be rejected.
The Prospectus Documents are not intended to be registered under the applicable securities legislation of any jurisdiction other than Hong Kong. No action has been taken to permit the offering of the Rights Shares or the distribution of the documents in connection with the Rights Issue in any jurisdiction other than Hong Kong. No person receiving a copy of the Prospectus or a PAL or this Form in any jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements. It is the responsibility of any person outside Hong Kong wishing to make on his/her/its behalf an application for excess Rights Shares to satisfy himself/herself/itself 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 taxes and duties required to be paid in any such jurisdiction in connection therewith. The Company reserves the right to refuse to accept any application for excess Rights Shares where it believes in doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction. No application for the Rights Shares will be accepted from the Excluded Shareholders.
You will be notified of any allotment of excess Rights Shares made to you. If no excess Rights Shares are allotted to you, it is expected that the amount tendered on application will be refunded to you in full without interest by means of a cheque despatched by ordinary post to you to the address shown above by no later than Thursday, 14 May
2015 at your own risk. If the number of excess Rights Shares allotted to you is less than that applied for, it is expected that the surplus application monies will also be refunded to you by means of a cheque despatched by ordinary post to you to the address shown above, without interest, by no later than Thursday, 14 May 2015, at your own risk. Any such cheque will be drawn in favour of the applicant(s) named on this Form. It is expected that share certificates in respect of the Rights Shares will be sent by ordinary post to the address shown above at your own risk on or before Thursday, 14 May 2015. You will receive one share certificate for all the fully-paid Rights Shares allotted and issued to you.
This Form and all applications made pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong.
It should be noted that the Rights Shares will be dealt in their nil-paid form from 9:00 a.m. on Thursday, 23 April 2015 to 4:00 p.m. on Thursday, 30 April 2015, both dates inclusive. Shareholders should note that dealings in such Rights Shares in their nil-paid form and the Adjusted Shares will take place while the conditions to which the Rights Issue are subject remain unfulfilled. Any Shareholder or other person dealing in the Adjusted Shares up to the date on which all conditions to which the Rights Issue are subject are fulfilled, and dealings in the Rights Shares in their nil-paid form, will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholder or other person contemplating selling or purchasing Adjusted Shares or Rights Shares in their nil-paid form, who is in any doubt about his/her/its position, is recommended to consult his/her/its own professional adviser.
In particular, the Directors would like to draw your attention to the fact that if, prior to the Latest Time For Termination:
(i) in the absolute opinion of any of the Underwriters, the success of the Rights Issue would be materially and adversely affected by:
(a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of
the Group as a whole or is materially adverse in the context of the Rights Issue; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or
(ii) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the absolute opinion of any of the Underwriters is likely to materially or adversely affect the success of the
Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or
(iii) there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of any of the Underwriters will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or
(iv) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or
(v) any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or
(vi) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the absolute opinion of any of the Underwriters, a material omission in the context of the Rights Issue; or
(vii) any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than 10 consecutive Business Days, excluding any halt or suspension in connection with the clearance of the Joint Announcements, the Circular, the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or
(viii) any moratorium, suspension or material restriction on trading of the Shares or Adjusted Shares on the Stock Exchange due to exceptional financial circumstances or otherwise,
any of the Underwriters shall be entitled by notice in writing to the Company and the other Underwriters, served prior to the Latest Time For Termination, to terminate the Underwriting Agreement. Any of the Underwriters shall also be entitled by notice in writing to rescind the Underwriting Agreement if, prior to the Latest Time For Termination:
(i) any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of any of the Underwriters; or
(ii) any Specified Event comes to the knowledge of any of the Underwriters.
If any of the Underwriters exercises the above termination rights, the Rights Issue will not proceed. Full details of the termination rights of the Underwriters are set out in the Prospectus.
A SEPARATE CHEQUE OR CASHIER'S ORDER MUST ACCOMPANY EACH APPLICATIONNO RECEIPT WILL BE GIVEN (For office use only)
Application number | Number of excess Rights Shares applied for | Amount paid on application | Balance refunded |
HK$ | HK$ |
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