Unless the context otherwise requires, terms used in this PINK Form of Acceptance shall bear the same meanings as those defined in the offer document dated 8

October 2019 (the "Offer Document") issued by Rich Vision Developments Limited and Great Match International Limited (the "Joint Offerors").

除文義另有所指外,本粉紅色接納表格所用詞彙由Rich Vision Developments LimitedGreat Match International Limited(「聯合要約人」)於二零一九年十月 八日刊發之要約文件(「要約文件」)所界定者具有相同涵義。

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 PINK Form of Option Offer Acceptance, 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 PINK Form of Option Offer Acceptance.

香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對本粉紅色購股權要約接納表格之內容概不負責,對其準確性或完整性亦不 發表任何聲明,並明確表示概不對因本粉紅色購股權要約接納表格全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。

PINK FORM OF OPTION OFFER ACCEPTANCE FOR USE IF YOU WANT TO ACCEPT THE OPTION OFFER.

閣下如欲接納購股權要約,請使用本粉紅色購股權要約接納表格。

FOREBASE INTERNATIONAL HOLDINGS LIMITED

申基國際控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 2310)

(於香港註冊成立的有限公司)

(股份代號:2310

Websites 網址:www.forebase.com.hk

PINK FORM OF OPTION OFFER ACCEPTANCE AND CANCELLATION OF SHARE OPTIONS

ISSUED BY FOREBASE INTERNATIONAL HOLDINGS LIMITED 有限公司已發行之購股權之粉紅色購股權要約接納及註銷購股權表格 To be completed in full 每項均須填寫

The company secretary, Forebase International Holdings Limited 申基國際控股有限公司公司秘書

Room 3805, 38/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong 香港銅鑼灣希慎道33號利園一期383805

FOR THE CONSIDERATION stated below, the Optionholder(s) named below hereby agree(s) to accept(s) the Option Offer and cancel(s) the number of Share Option(s) specified below subject to the terms and conditions contained herein and in the Composite Document.

根據本表格及綜合文件載列的條款及條件,下述「購股權持有人」謹此按下列代價,接納購股權要約並註銷下列數目的購股權。

Number of Share Option(s) to be

FIGURES

WORDS

cancelled (Note)

數目

大寫

將註銷之購股權數目(註)

Optionholder(s) name(s)

Family name(s)/Company name(s):

Forename(s):

姓氏公司名稱

名字

and address(es) in full

購股權持有人全名及詳細地址

Registered address:

(EITHER TYPEWRITTEN OR

登記地址

WRITTEN IN BLOCK LETTERS)

Telephone number:

(請用打字機或正楷填寫)

電話號碼

CONSIDERATION

HK$0.0001 for each Share Option at any exercise price

代價

就任何行使價之每份購股權而言,為0.0001港元

Signed by or for and on behalf of the Optionholder(s) in the presence of: 購股權持有人或其代表在下列見證人見證下簽署:

Signature of Witness見證人簽署:

Name of Witness見證人姓名:

Signature(s) of Optionholder(s)/Company chop, if applicable

購股權持有人簽署公司印鑑(如適用)

Address of Witness見證人地址:

Date of signature of this PINK Form of Option Offer Acceptance

Occupation of Witness見證人職業:

簽署本粉紅色購股權要約接納表格之日期

Note: Insert the total number of Share Options for which the Option Offer is accepted. If no number is specified or the number of Share Options specified in this PINK Form of Option Offer Acceptance is greater than the number of Share Options held by you, this PINK Form of Option Offer Acceptance will be returned to you for correction. Any corrected and valid PINK Form of Option Offer Acceptance must be re-submitted and received by the Company on or before the latest time of acceptance of the Option Offer in order for it to be counted towards fulfilling the acceptance condition.

附註: 請填上接納購股權要約之購股權總數。倘若本粉紅色購股權要約接納表格上並無註明購股權數目,或表格上註明之購股權數目多於閣下持有之購股權數目,本粉紅色購股權要約 接納表格將退回給閣下以作更正。任何經更正及有效之粉紅色購股權要約接納表格須於接納購股權要約之最後限期或之前向本公司再行提交且由本公司收訖,方可被視為滿足接 納條件。

THIS PINK FORM OF OPTION OFFER ACCEPTANCE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Red Sun Capital is making the Option Offer on behalf of the Joint Offerors. The making of the Option Offer to the Optionholders having registered address outside of Hong Kong may be affected by the laws of the relevant jurisdictions. If you are an Overseas Optionholder having registered address outside Hong Kong, you should inform yourself about and observe all applicable legal and regulatory requirements. If you wish to accept the Option Offer, it is your responsibility to satisfy yourself as to the full observance of the laws and regulations of the relevant jurisdictions in connection therewith, including the obtaining of all governmental, exchange control or other consents which may be required and the compliance with all necessary formalities and regulatory or legal requirements. You will also be fully responsible for any such issue, cancellation or other taxes payable by you in respect of the acceptance of the Option Offer. Acceptance of the Option Offer by you will constitute a warranty by you to the Joint Offerors, Red Sun Capital and the Company that you have observed and are permitted under all applicable laws and regulations to receive and accept the Option Offer, and any revision thereof, and that you have obtained all requisite governmental, exchange control or other consents in compliance with all necessary formalities and regulatory or legal requirements and have paid all issue, cancellation or other taxes or other required payments due from you in connection with such acceptance in any territory, and that such acceptance shall be valid and binding in accordance with all applicable laws and regulations.

This PINK Form of Option Offer Acceptance should be read in conjunction with the Offer Document and the Response Document.

HOW TO COMPLETE THIS PINK FORM OF OPTION OFFER ACCEPTANCE

The Option Offer is unconditional. Optionholders are advised to read the Offer Document and the Response Document before completing this PINK Form of Option Offer Acceptance. To accept the Option Offer made by Red Sun Capital on behalf of the Joint Offerors, you should complete and sign this PINK Form of Option Offer Acceptance overleaf and forward this entire form together with the relevant certificate(s) of the Share Options (if applicable) and/or other document(s) of title and/or satisfactory indemnity or indemnities required in respect thereof for the whole or in respect of part of your holding of Share Options or if applicable, for not less than the number of Share Options in respect of which you intend to accept the Option Offer, by post or by hand marked "Forebase International Holdings Limited - Option Offer" to the Company Secretary, Room 3805, 38/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong

Kong no later than 4:00 p.m. on Tuesday, 5 November 2019 or such later time(s) and/or date(s) as the Joint Offerors may determine and announce in accordance with the Takeovers Code. The provisions of Appendix I to the Offer Document are incorporated into and form part of this PINK Form of Option Offer Acceptance.

PINK FORM OF OPTION OFFER ACCEPTANCE AND CANCELLATION OF SHARE OPTIONS

To: the Joint Offerors and Red Sun Capital

  1. My execution of this PINK Form of Option Offer Acceptance shall be binding on my successors and assigns, and shall constitute:
    1. my irrevocable acceptance of the Option Offer made by Red Sun Capital on behalf of the Joint Offerors, as contained in the Offer Document, for the consideration and on and subject to the terms and conditions therein and herein mentioned, in respect of the number of Share Options specified in this form or, if no such number is specified or a greater number is specified than I am registered as the Optionholder of, in respect of all such Share Options as to which I am registered as the Optionholder;
    2. my irrevocable instruction and authority to each of the Joint Offerors and/or Red Sun Capital or their respective agent(s) to send a cheque crossed "Not negotiable - account payee only" drawn in my favour or in favour of my nominee named below for the cash consideration to which I shall have become entitled under the terms of the Option Offer, by ordinary post at my own risk to the registered address shown in the register of members of the Company within seven Business Days of the receipt of all the relevant documents are received by the Company to render the acceptance under the Option Offer complete and valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code;
      Name: (in BLOCK LETTERS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      Address: (in BLOCK LETTERS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    3. my 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 cancel my Share Option(s) surrendered for cancellation under the Option Offer; and
    4. my agreement to ratify each and every act or thing which may be done or effected by the Joint Offerors and/or Red Sun Capital and/or the Company or their respective agent(s) or such person or persons as any of them may direct on the exercise of any of the authorities contained herein.
  2. I understand that acceptance of the Option Offer by me will be deemed to constitute a warranty by me to the Joint Offerors, Red Sun Capital and the Company that the number of Share Option(s) specified in this form or, if no such number is specified or a greater number is specified than I am registered as the Optionholder, all such Share Options as to which I am registered as the Optionholder, is/are hereby surrendered and renounced free from all liens, charges, encumbrances, rights of pre-emption and any other third-party rights of any nature and together with all rights attaching to them as on or after the Closing Date.
  3. In the event that my acceptance is not valid in accordance with the terms of the Option Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease, in which event, I authorise and request you to return to me this form duly cancelled, together with the option certificate(s) (if applicable), by ordinary post at my own risk to the person at the address stated in 1(b) above or, to me at the registered address maintained by the Company.
  4. I enclose the relevant option certificate(s) (if applicable) for the whole/part of my holding of Share Option(s) which is/are surrendered for cancellation on the terms and conditions of the Option Offer. I understand that no acknowledgement of receipt of any PINK Form of Option Offer Acceptance and/or Option certificate(s) (if applicable) will be given. I further understand that all documents will be sent by ordinary post at my own risk.
  5. I hereby warrant and represent to the Joint Offerors, Red Sun Capital and the Company that I am the registered holder of the number of Share Option(s) specified in this form and I have the full right, power and authority to surrender the Share Option(s) for cancellation by way of acceptance of the Option Offer.
  6. I warrant to the Joint Offerors, Red Sun Capital and the Company that I have observed and are permitted under all applicable laws and regulations where my address is located as set out in the register of Optionholders of the Company to accept the Option Offer, and any revision thereof; and that I have obtained all requisite governmental, exchange control or other consents and made all registration or filing required in compliance with all necessary formalities and regulatory or legal requirements; and that I have paid all issue, cancellation or other taxes or other required payments due from me in connection with such acceptance; and that such acceptance shall be valid and binding in accordance with all applicable laws and regulations.
  7. I warrant to the Joint Offerors, Red Sun Capital and the Company that I shall be fully responsible for payment of any cancellation or other taxes or duties payable by me in connection with my acceptance of the Option Offer.
  8. I acknowledge that, save as expressly provided in the Offer Document and the Response Document and this PINK Form of Option Offer Acceptance, all the acceptance, instructions, authorisation and undertakings hereby given shall be irrevocable and unconditional.
  9. I understand that no acknowledgement of receipt of any form(s) of acceptance and cancellation will be given.

PERSONAL DATA

Personal Information Collection Statements

This personal information collection statement informs you of the policies and practices of the Joint Offerors, Red Sun Capital, the Company and the Registrar and in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the "Ordinance").

  1. Reasons for the collection of your personal data
    To accept the Option Offer for your Share Option(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. It may also prevent or delay the despatch of the consideration to which you are entitled under the Option Offer.
  2. Purposes
    The personal data which you provide on this PINK Form of Option Offer Acceptance may be used, held and/or stored (by whatever means) for the following purposes:
    • processing your acceptance and verification of compliance with the terms and application procedures set out in this PINK Form of Option Offer Acceptance and the Composite Document;
    • conducting or assisting to conduct signature verifications, and any other verification or exchange of information;
    • distributing communications from the Joint Offerors and/ or the Company and/or their respective agents, officers, advisers and the Registrar;
    • establishing benefit entitlements of the Optionholders;
    • making disclosures as required by laws, rules or regulations
      (whether statutory or otherwise);
    • disclosing relevant information to facilitate claims on entitlements;
    • any other purpose in connection with the business of the
      Joint Offerors, the Company and/or the Registrar; and
    • any other incidental or associated purposes relating to the above and/or to enable the Joint Offeror and/or the Company and/or Red Sun Capital to discharge its obligations to the Optionholders and/or under applicable regulations, and other purpose to which the Optionholders may from time to time agree to or be informed of.
  1. Transfer of personal data
    The personal data provided in this PINK Form of Option Offer Acceptance will be kept confidential but the Joint Offerors and/ or Red Sun Capital and/or the Company and/or 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 Joint Offerors, Red Sun Capital, the Company and/or any of their agents, officers, advisers and/or the Registrar;
    • any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to the Joint Offerors and/or Red Sun Capital and/or the Company and/or the Registrar;
    • any regulatory or governmental bodies;
    • any other persons or institutions with which you have or propose to have dealings, such as your bankers, solicitors, accountants or licensed securities dealers or registered institution in securities; and
    • any other persons or institutions whom the Joint Offerors and/or Red Sun Capital and/or the Company and/or the Registrar considers to be necessary or desirable in the circumstances.
  2. Access and correction of personal data
    The Ordinance provides you with rights to ascertain whether the Joint Offerors and/or Red Sun Capital and/or the Company and/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 Joint Offerors and/or Red Sun Capital and/or the Company and/or the Registrar have the right to charge a reasonable fee for the processing of any data access request. 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 Joint Offerors, Red Sun Capital, the Company or the Registrar (as the case may be).

BY SIGNING THIS PINK FORM OF OPTION OFFER ACCEPTANCE, YOU AGREE TO ALL OF THE ABOVE.

個人資料

收集個人資料聲明

本收集個人資料聲明旨在知會 閣下有關聯合要約人、紅日資本、 本公司及過戶登記處以及有關個人資料及個人資料(私隱)條例 (香港法例第486章)(「該條例」)之政策及慣例。

  1. 收集 閣下個人資料之原因
    倘 閣下欲就 閣下之購股權而接納購股權要約,則 閣下須 提供所需之個人資料,若未能提供所需資料,可能會導致 閣 下之接納申請被拒或受到延誤。這亦可能妨礙或延遲寄發 閣 下根據購股權要約應得之代價。
  2. 用途
    閣下於本粉紅色購股權要約接納表格提供之個人資料可能會用 作、持有及或保存(以任何方式)作下列用途:
    處理閣下之接納申請及核實遵循本粉紅色購股權要約接納
    表格及綜合文件載列之條款及申請手續;
    核實或協助核實簽名,以及進行任何其他資料核實或交
    換;
    發佈聯合要約人及或本公司及或彼等各自之代理、高
    級職員、顧問及過戶登記處之通訊;
    確立購股權持有人之獲益權利;
    按法例、規則或規例規定(無論法定或其他規定)作出披
    露;
    披露有關資料以方便進行權益申索;
    有關聯合要約人、本公司及或過戶登記處事宜之任何其
    他用途;及
    有關上述任何其他臨時或關連用途及或令聯合要約人 及或本公司及或紅日資本得以履行其對購股權持有人 及或適用法規項下之責任,以及購股權持有人可能不時 同意或知悉之其他用途。
  1. 轉交個人資料
    粉紅色購股權要約接納表格提供之個人資料將會保密,惟聯 合要約人及或紅日資本及或本公司及或過戶登記處為 達致上述或有關任何上述之用途,可能作出彼等認為必需之查 詢,以確認個人資料之準確性,尤其彼等可能向或自下列任何 及所有人士及實體披露、獲取、轉交(無論在香港境內或香港 境外地區)該等個人資料:
    • 聯合要約人、紅日資本、本公司及或其任何代理、高級職 員、顧問及或過戶登記處;
    • 為聯合要約人及或紅日資本及或本公司及或過戶登 記處提供行政、電訊、電腦、付款或其他服務之任何代理、 承包商或第三方服務供應商;
    • 任何監管或政府機構;
    • 與 閣下進行交易或建議進行交易之任何其他人士或機 構,例如 閣下之往來銀行、律師、會計師或持牌證券交易 商或註冊證券機構;及
    • 聯合要約人及或紅日資本及或本公司及或過戶登記 處認為必需或適當情況下之任何其他人士或機構。
  2. 獲取及更正個人資料
    根據該條例之規定, 閣下有權確認聯合要約人及或紅日資 本及或本公司及或過戶登記處是否持有 閣下之個人資 料,獲取該資料副本,以及更正任何錯誤資料。依據該條例之 規定,聯合要約人及或紅日資本及或本公司及或過戶登 記處可就獲取任何資料之請求收取合理之手續費。獲取資料或 更正資料或獲取有關政策及慣例及所持資料類型之資料之所有 請求,須提交予聯合要約人、紅日資本、本公司或過戶登記處 (視乎情況而定)。

閣下一經簽署本粉紅色購股權要約接納表格即表示同意上述所 有條款。

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Disclaimer

Forebase International Holdings Ltd. published this content on 08 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2019 22:51:00 UTC