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 of Acceptance and Transfer, 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 of Acceptance and Transfer.
࠰ಥʹʿഐၑהϞࠢʮ̡e࠰ಥᑌΥʹהϞࠢʮ̡ʿ࠰ಥʕ̯ഐၑϞࠢʮ̡࿁͉ટॶʿᔷᜫڌࣸʘʫ࢙฿ʔࠋபd࿁Չᆽאҁ͵ʔ೯ڌОᑊdԨᆽڌ ͪ฿ʔఱΪ͉ટॶʿᔷᜫڌࣸΌאОʱʫ࢙Ͼପ͛אΪԱ፠༈ഃʫ࢙ϾˏߧʘОฦ̰וዄОபf
FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE OFFER.
͉ટॶʿᔷᜫڌࣸί ტɨ૧ટॶࠅߒࣛቇ͜f
All words and expressions defined in the composite offer and response document dated 23 January 2018 (the "Composite Document") jointly issued by Noble Gate International Limited and Winto Group (Holdings) Limited shall, unless the context otherwise requires, have the same meanings when used in this Form of Acceptance and Transfer. The provisions of Appendix I to the Composite Document are incorporated into and form part of this Form of Acceptance and Transfer.
ৰ˖່̤Ϟהܸ̮d͉ટॶʿᔷᜫڌࣸה͜הϞ൚คʿ൚ႧၾਿᐌყϞࠢʮ̡ʿௗණྠ€છٰϞࠢʮ̡ᑌΥ̊೯˚ಂމɚཧɓɞϋɓ˜ɚɤɧ˚ʘၝΥࠅߒʿΫᏐ˖ €˜ၝΥ˖™הޢ֛٫ՈΝ່fၝΥ˖ڝɓʘૢ˖dʊϗʿϓމ͉ટॶʿᔷᜫڌࣸՉʕɓʱf
Winto Group (Holdings) Limited ௗණྠ€છٰϞࠢʮ̡
(Incorporated in Cayman Islands with limited liability)
€කਟ໊ࢥൗ̅ϓͭʘϞࠢʮ̡
(Stock Code: 8238)
€ٰ΅˾j 8238
FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S) OF HK$0.001 EACH
IN THE ISSUED SHARE CAPITAL OF WINTO GROUP (HOLDINGS) LIMITED ௗණྠ€છٰϞࠢʮ̡ʊ೯Бٰ͉ʕӊٰࠦ࠽0.001 ಥʩʘ౷ஷٰʘટॶʿᔷᜫڌࣸ
To be completed in full ӊධѩ෬ᄳ
Hong Kong branch share registrar and transfer office: Tricor Investor Services Limited
Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong ࠰ಥٰ΅ཀ˒೮াʱஈjՙԳᗇՎ೮াϞࠢʮ̡ ࠰ಥެΧɽ༸؇ 183Υձʕː 22ᅽ
FOR THE CONSIDERATION stated below the "Shareholder(s)" named below does/do hereby accept(s) the Offer and transfer(s) to the "Transferee" named below the Share(s) of HK$0.001 each held by the Shareholder(s) specified below subject to the terms and conditions contained herein and in the Composite Document. ɨࠑ˜ٰ؇™ᔫϤܲɨΐ˾ᄆd࣬ኽ͉ટॶʿᔷᜫڌࣸʿၝΥ˖༱ΐʘૢಛʿૢdટॶࠅߒԨΣɨࠑ˜וᜫɛ™ᔷᜫ˸ɨൗٰ؇ܵϞӊٰࠦ࠽ 0.001 ಥʩʘٰ΅f You must insert the total number of Share(s) for which the Offer is accepted. ტɨ̀෬ɪટॶࠅߒʘٰ΅ᐼᅰf | ||
Number of Shares to be transferred (Note) ਗ਼ʚᔷᜫٰ΅ᅰͦ €ڝ ൗ | FIGURES ᅰͦ | WORDS ɽᄳ |
Share certificate number(s) ٰୃᇁ | ||
SHAREHOLDER(S) name(s) and address(es) in full ٰ؇ΌΤʿήѧ (EITHER TYPE-WRITTEN OR WRITTEN IN BLOCK LETTERS) €ሗ͂͜οዚאฺ͍෬ᄳ | Surname(s) or company name(s) ֑ˤאʮ̡Τ၈ | Forename(s) Το |
Registered address ೮াήѧ Telephone number ཥ༑ᇁ | ||
CONSIDERATION ˾ᄆ | HK$0.05781 in cash for each Share ӊٰٰ΅ତږ 0.05781 ಥʩ | |
TRANSFEREE וᜫɛ | Name: Τ ၈j Correspondence Address: ஷৃήѧj Occupation: ᔖุj |
Signed by or for and on behalf of the Shareholder(s) in the presence of: ٰ؇אՉ˾ڌίɨΐԈᗇɛԈᗇɨᖦj
Signature of witness Ԉᗇɛᖦ
Name of witness Ԉᗇɛ֑Τ
ALL JOINT SHAREHOLDERS
MUST
Address of witness Ԉᗇɛήѧ
Signature(s) of Shareholder(s)/Company chop, if applicable ٰ؇ᖦŊʮ̡Ιᛠ€νቇ͜
SIGN HERE הϞᑌΤٰ؇ ѩ͉ᙷᖦ
Date of submission of this Form ofOccupation of witness Ԉᗇɛᔖุ
Acceptance and transfer ʹ͉ટॶʿᔷᜫڌࣸʘ˚ಂ
The signing Shareholder(s) hereby acknowledge(s) that the Offer is conditional upon the terms and conditions as set out in the Composite Document, and that the signing and submission of this Form of Acceptance and Transfer by the signing Shareholder(s) do not render the transfer of Shares contemplated hereunder becoming effective. The transfer of Shares contemplated hereunder shall be subject to the signing by the Transferee on the date of transfer stated below.
Τٰ؇ᔫϤᆽႩࠅߒܙΐ༱ၝΥ˖ʘૢಛʿૢ༺ϓܝ˙މϞࣖdϾΤٰ؇ᖦʿʹ͉ટॶʿᔷᜫڌࣸʔึԴኽϤᏝආБʘٰ΅ᔷᜫ͛ࣖfኽϤᏝආБʘٰ ΅ᔷᜫܙוᜫɛɨࠑᔷᜫ˚ಂᖦܝ˙̙Ъྼf
Do not complete ሗʶ෬ᄳ͉ᙷ
Signed by or on behalf of the Transferee in the presence of: וᜫɛאՉ˾ڌίɨΐԈᗇɛԈᗇɨᖦj
For and on behalf of ˾ڌ
Signature of witness Ԉᗇɛᖦ
Name of witness Ԉᗇɛ֑Τ
Address of witness Ԉᗇɛήѧ
Occupation of witness Ԉᗇɛᔖุ
Signature of Transferee or its duly authorised agent(s)/Company chop, if applicable וᜫɛאՉ͍όબᛆ˾ଣᖦŊʮ̡Ιᛠ€νቇ͜
Date of transfer ᔷ ᜫ˚ಂ
* for identification purpose only සԶᗆй
Note:Insert the total number of Shares for which the Offer is accepted. If no number is inserted or a number inserted is greater or smaller than those represented by the certificates for Share(s) tendered for acceptance of the Offer, this Form of Acceptance and Transfer will be returned to you for correction and resubmission. Any corrected Form of Acceptance and Transfer must be resubmitted and received by the Hong Kong Branch Share Registrar and Transfer Office on or before the latest time of acceptance of the Offer.
ڝ ൗj
ሗ෬ɪટॶࠅߒʘٰ΅ᐼᅰfࡊԨೌ෬ɪᅰͦאה෬ᅰͦɽאʃఱટॶࠅߒהʹΫʘٰ΅€˸ٰୃ˾ڌdۆ͉ટॶʿᔷᜫڌࣸਗ਼ৗΫʚ ტɨආБࡌҷʿࠠอʹfОһ͍ʘટॶʿᔷᜫڌ ࣸ̀ટॶࠅߒʘ௰ܝࣛගאʘۃΎБʹԨ༺࠰ಥٰ΅ཀ˒೮াʱஈf
THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to any aspect of this Form of Acceptance and Transfer or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your Share(s), you should at once hand this Form of Acceptance and Transfer and the Composite Document to the purchaser(s) or transferee(s) or to the bank, 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).
As the Offer to persons not residing in Hong Kong may be affected by the laws of the relevant jurisdiction in which they are residents, Overseas Shareholders whose addresses as shown in the register of members of the Company are outside Hong Kong or who are citizens, residents or nationals of a jurisdiction outside Hong Kong should obtain information about and observe any applicable legal or regulatory requirements and, where necessary, seek legal advice in respect of the Offer. It is the responsibility of the Overseas Shareholders who wish to accept the Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due in respect of such jurisdictions). The Offeror, GF Securities and all persons involved in the Offer shall be entitled to be fully indemnified and held harmless by the Overseas Shareholders for any taxes as they may be required to pay. Acceptance of the Offer by you will be deemed to 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. You are recommended to seek professional advice on deciding whether to accept the Offer.
HOW TO COMPLETE THIS FORM OF ACCEPTANCE AND TRANSFER
Shareholders are advised to read this Form of Acceptance and Transfer in conjunction with the Composite Document before completing this Form of Acceptance and Transfer. To accept the Offer made by GF Securities on behalf of the Offeror to acquire your Shares at a cash price of HK$0.05781 per Share, you should complete and sign this Form of Acceptance and Transfer overleaf and forward this Form of Acceptance and Transfer, together with the relevant share certificate(s) (the "Share certificate(s)") and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), for not less than such number of Shares in respect of which you wish to accept the Offer, by post or by hand, to the Registrar being Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, marked "Winto Group (Holdings) Limited General Offer" on the envelope as soon as possible, but in any event so as to reach the Registrar not later than 4:00 p.m. on Tuesday, 13 February 2018 (Hong Kong time) or such later time and/or date as the Offeror may determine and announce in accordance with the Takeovers Code.
FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE OFFER
To: The Offeror and GF Securities
1. My/Our execution of this Form of Acceptance and Transfer overleaf shall be binding on my/our successors and assigns, and shall constitute:
(a) my/our acceptance of the Offer made by GF Securities on behalf of the Offeror, as contained in the Composite Document, for the consideration and subject to the terms and conditions therein and herein mentioned, in respect of the number of Shares specified in this Form of Acceptance and Transfer;
(b) my/our irrevocable instruction and authority to each of the Offeror and/or GF Securities and/or any of their respective agent(s) to collect from the Company or the Registrar on my/our behalf the Share certificate(s) in respect of the Shares due to be issued to me/us in accordance with, and against surrender of, the enclosed transfer receipt(s) and/or other document(s) of title (if any) (and/or any satisfactory indemnity or indemnities required in respect thereof), 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) and subject to the terms and conditions 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 GF Securities 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 (rounding up to the nearest cent) 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 in connection with my/our acceptance of the Offer), by ordinary 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 within 7 business days (as defined under the Takeovers Code) from the date on which all the relevant documents are received by the Registrar to tender such acceptance complete and valid in accordance with the Takeovers Code;
(Note:cinsert name and address of the person to whom the cheque is to be sent if different from the registered shareholder or the first-named of joint registered shareholders.)
Name: (in block capitals)
Address: (in block capitals)
(d) my/our irrevocable instruction and authority to each of the Offeror and/or GF Securities or such person or persons as any of them may direct for the purpose, on my/our behalf, to make, execute and deliver 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 and to make, execute and deliver any other document or instrument in a form specified by the Stock Exchange as may be necessary to effect valid transfer of such Shares under the memorandum and articles of association of the Company and to make endorsement on it under that Ordinance;
(e) my/our irrevocable instruction and authority to any director of the Offeror, GF Securities or such person or persons as any of them may direct to complete and execute any document on behalf of the person accepting the Offer and to do any other act that may be necessary or expedient for the purposes of vesting in the Offeror or such person or persons as it may direct the Shares, in respect of which such person has accepted the Offer;
(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, claims, charges, encumbrances, rights of pre-emption and any third party rights of any nature and together with all rights attached to them, including the right to receive all dividends and distributions declared, made or paid on or after the date on which the Offer is made on 23 January 2018; and
(g) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror or GF Securities or any of 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/We understand that acceptance of the Offer by me/us will be deemed to constitute a warranty by me/us to the Offeror and GF Securities that (i) all Shares sold by me/us under the Offer are sold free from all third party rights, liens, charges, equities, options, claims, adverse interests and encumbrances whatsoever and together with all rights attaching or accruing thereto, including without limitation the right to receive all dividends and distributions declared, made or paid, if any, on or after the date on which the Offer is made on 23 January 2018; and (ii) I/we have not taken or omitted to take any action which will or may result in the Offeror, its beneficial owners, GF Securities, the Company or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Offer or his/her acceptance thereof, and is permitted under all applicable laws and regulations to receive and accept the Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws and regulations.
3. I/We hereby warrant and represent to you that I/we am/are the registered holder(s) of the Share(s) specified in this Form of Acceptance and Transfer and I/we have the full right, power and authority to sell and pass the title and ownership of my/our Share(s) to the Offeror absolutely by way of acceptance of the Offer under the name of the Offeror or its nominee.
4. In the event that my/our acceptance is not valid 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 Share certificate(s), and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof), together with this Form of Acceptance and Transfer duly cancelled, by ordinary 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 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: When you have sent one or more transfer receipt(s) and in the meantime the relevant Share certificate(s) has/have been collected by the Offeror and/or GF
Securities or any of their respective agent(s) from the Company or the Registrar on your behalf upon your acceptance of the Offer, you will be returned such Share certificate(s) in lieu of the transfer receipt(s).
5. I/We warrant to the Offeror, GF Securities 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 and/or regulatory requirements.
6. I/We warrant to the Offeror, GF Securities and the Company that I/we shall be fully responsible for payment of any transfer or other taxes and duties payable in respect of the jurisdiction where my/our address is located as set out in the register of members of the Company.
7. I/We enclose the relevant Share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) 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, Share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) will be given. I/we further understand that all documents will be sent by ordinary post at my/our own risk.
8. I/We acknowledge that my/our Shares sold to the Offeror by way of acceptance of the Offer will be registered under the name of the Offeror or its nominee.
9. I/We irrevocably undertake, represent, warrant and agree to and with the Offeror and GF Securities (so as to bind my/our successors and assignee) that in respect of the Shares which are accepted under the Offer, which acceptance has not been validly withdrawn, and which have not been registered in the name of the Offeror or as it may direct, to give:
(a) an authority to the Company and/or its agents from me/us to send any notice, circular, warrant or other document or communication which may be required to be sent to me/us as a member of the Company (including any share certificate(s) and/or other document(s) of title issued as a result of conversion of such Shares into certificated form) to the attention of the Offeror at the Registrar at Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong;
(b) an irrevocable authority to the Offeror or its agents to sign any consent to short notice of any general meeting of the Company on my/our behalf and/or to attend and/or to execute a form of proxy in respect of such Shares appointing any person nominated by the Offeror to attend such general meeting (or any adjournment thereof) and to exercise the votes attaching to such Shares on my/our behalf, such votes to be cast in a manner to be determined at the sole discretion of the Offeror subject to the Takeovers Code; and
(c) my/our agreement not to exercise any of such rights without the consent of the Offeror and my/our irrevocable undertaking not to appoint a proxy for, or to attend any, such general meeting and subject as aforesaid, to the extent I/we have previously appointed a proxy, other than the Offeror or its nominee or appointee, for or to attend or to vote at the general meeting of the Company, I/we hereby expressly revoke such appointment.
10. I/We acknowledge that, save as expressly provided in the Composite Document, all the acceptance, instructions, authorisation and undertakings hereby given shall be irrevocable and unconditional.
͉ટॶʿᔷᜫڌࣸɗࠠࠅ˖dሗуஈଣf ტɨν࿁͉ટॶʿᔷᜫڌࣸО˙ࠦאᏐમ՟ʘБਗϞОဲਪdᏐፔ༔cტɨʘܵᗇՎʹਠeൗ̅ᗇՎዚeვБଣeܛࢪe ਖ਼ุึࠇࢪאՉ˼ਖ਼ุᚥਪf ტɨνʊ̈ਯאᔷᜫΤɨΌٰ΅dᏐͭуਗ਼͉ટॶʿᔷᜫڌࣸஹΝၝΥ˖ʹ൯˴אוᜫɛdא˓̈ਯאᔷᜫʘვБeܵᗇՎ ʹਠeൗ̅ᗇՎዚאՉ˼˾ଣd˸کᔷʹ൯˴אוᜫɛf
͟ΣԨڢ֢࠰ಥʘɛɻяࠅߒ̙ঐա༈ഃɛɻה֢Иᗫ̡جᛆਜʘجܛᅂᚤd݂͉ʮٰ̡؇Τ̅הͪήѧЗ࠰ಥྤ̮א᙮ ࠰ಥྤ̡̮جᛆਜʮ͏e֢͏א͏ʘऎٰ̮؇ᏐІБə༆ʿ፭ςОቇ͜جܛא္၍֛dԨ̀ࠅࣛఱࠅߒరӋجܛจԈfϞจટ ॶࠅߒʘऎٰ̮؇ࠋபఱટॶࠅߒІБΌࠦ፭ςᗫ̡جᛆਜʘجԷʿԷ€ܼ̍ఱ༈ഃ̡جᛆਜ՟О̙ঐცࠅʘִ݁אՉ˼Ν จdא፭ςՉ˼̀ࠅҏʿ˕˹ОᏐᖮᔷᜫאՉ˼ධfࠅߒɛeᄿ೯൛ՎʿਞၾࠅߒʘОɛɻѩϞᛆᐏᅰሦᎵʿˡఱऎ̮ ٰ؇̙ঐ˹ʘОධוዄОபf ტɨટॶࠅߒdуൖЪڌͪcტɨڭᗇcტɨ࣬ኽהϞቇ͜جܛ̙ϗ՟ʿટॶࠅߒ˸ʿ ОϞᗫࡌࠈdϾϞᗫટॶ࣬ኽהϞቇ͜جܛਗ਼މϞࣖʿՈߒҼɢf ტɨӔ֛݊щટॶࠅߒࣛਕሗరӋਖ਼ุจԈf
͉ટॶʿᔷᜫڌࣸʘ෬ᄳ˙ج
ٰ؇ਕሗቡᛘ͉ટॶʿᔷᜫڌࣸʿၝΥ˖ܝ෬ᄳ͉ટॶʿᔷᜫڌࣸfν૧ટॶᄿ೯൛Վ˾ڌࠅߒɛ˸ତږӊٰٰ΅0.05781 ಥʩ ʘᄆࣸϗᒅcტɨהٰܵ΅̈ʘࠅߒd ტɨᏐ෬Ѽʿᖦ͉ટॶʿᔷᜫڌࣸߠࠫd್ܝਗ਼͉ટॶʿᔷᜫڌࣸஹΝఱʔˇcტɨϞ จટॶࠅߒʘٰ΅ᅰͦʘϞᗫٰୃ€˜ٰୃ™ʿŊאᔷᜫϗኽʿŊאОՉ˼הϞᛆ˖€ʿŊאఱϤהცʘО˿ɛڦॶʘᏎᎵڭᗇd းҞઓೌሞνОʔ፰ɚཧɓɞϋɚ˜ɤɧ˚€ಂɚɨʹ̬͍ࣛ€࠰ಥࣛග€אࠅߒɛ࣬ኽϗᒅςۆ̙ঐᔾ֛ʿʮбʘ༰ܝࣛගʿŊא ˚ಂۃඉאፋԒʹཀ˒೮াஈՙԳᗇՎ೮াϞࠢʮ̡€ήѧމ࠰ಥެΧɽ༸؇ 183Υձʕː 22ᅽdڦ܆ɪൗ˜ௗණྠ€છٰϞ ࠢʮ̡Όࠦࠅߒ™f
ࠅߒʘટॶʿᔷᜫڌࣸ ߧjࠅߒɛʿᄿ೯൛Վ
1. ͉ɛŊшഃɓᖦͭߠࠫʘ͉ટॶʿᔷᜫڌࣸd͉ɛŊшഃʘוᘱɛʿաᜫɛਗ਼աϤߒҼdԨڌͪj
(a) ͉ɛŊшഃఱ͉ટॶʿᔷᜫڌࣸɪהൗᅰͦʘٰ΅dܲၝΥ˖ʿ͉ટॶʿᔷᜫڌࣸה༱˾ᄆԨաࠢϞᗫૢಛʿૢd ટॶၝΥ˖הࠑ͟ᄿ೯൛Վ˾ڌࠅߒɛ̈ʘࠅߒi
(b) ͉ɛŊшഃʔ̙ΫήܸͪʿબᛆࠅߒɛʿŊאᄿ೯൛ՎʿŊאО־ഃІʘ˾ଣdІ˾ڌ͉ɛŊшഃʹΫᎇڝ͉ ɛŊшഃ͍όᖦʘᔷᜫϗኽʿŊאՉ˼הϞᛆ˖€νϞ€ʿŊאఱϤהცʘО˿ɛڦॶʘᏎᎵڭᗇdኯϤΣ͉ʮ̡א ཀ˒೮াஈჯ՟͉ɛŊшഃఱٰ΅Ꮠᐏ೯ʘٰୃdԨਗ਼Ϟᗫٰୃʹཀ˒೮াஈd˲બᛆʿܸͪཀ˒೮াஈ࣬ኽࠅߒʘૢ ಛʿૢܵϞ༈ഃٰୃdν༈ഃٰୃʊஹΝ͉ટॶʿᔷᜫڌࣸɓԻʹΫཀ˒೮াஈi
(c) ͉ɛŊшഃʔ̙ΫήܸͪʿબᛆࠅߒɛʿŊאᄿ೯൛ՎאО־ഃІʘ˾ଣdІఱ͉ɛŊшഃ࣬ኽࠅߒʘૢಛᏐʘ ତږ˾ᄆ€ɪሜЇ௰ટڐʘ̀З€ϔৰ͉ɛŊшഃϞᗫટॶࠅߒᏐ˹ʘር˙ᄆΙڀd˸˜ʔᔷᜫ - ̥ࡘɝױ᎘ɛሪ ˒™˙όΣ͉ɛŊшഃක̈ྌᇞ˕ୃd್ܝ࣬ኽϗᒅςۆdཀ˒೮াஈϗՑהϞϞᗫ˖Ԩᛠ֛ટॶʿᔷᜫڌࣸʊ෬Ѽʿ Ϟࣖʘ˚ৎࠇ 7ࡈᐄุ˚€່֛Ԉϗᒅςۆʫ˸̻ඉ˙όܲ˸ɨήѧʚ˸ɨɛɻdאνೌ෬ɪ֑Τʿήѧdۆ͉ܲʮٰ̡؇ Τ̅הͪ೮াήѧʚ͉ɛאшഃʕΤΐЗ٫€ν᙮ᑌΤ೮াٰ؇dඉႬࠬᎈ฿͉͟ɛŊшഃІБוዄi
€ڝൗjνϗ՟˕ୃʘɛɻԨڢ೮াٰ؇אΤΐЗʘᑌΤ೮াٰ؇dۆሗί͉ᙷ෬ɪ༈Τɛɻʘ֑Τʿήѧf
֑Τj€ሗฺ͍͜෬ᄳ
ή ѧj €ሗฺ͍͜෬ᄳ
(d) ͉ɛŊшഃʔ̙ΫήܸͪʿબᛆࠅߒɛʿŊאᄿ೯൛Վא־ഃОɓ˙ఱϤ̙ঐܸ֛ʘɛɻdІ˾ڌ͉ɛŊшഃ˸࣬ ኽࠅߒ̈ਯٰ΅ር˙ʘԒ΅dࠈͭeᖦͭʿʹ˹࠰ಥجԷୋ 117ΙڀૢԷୋ 19(1) ૢה֛ࠈͭʿᖦͭʘϓʹఊኽdԨ ܲ༈ૢԷʘ֛ᖮ˹Ιڀʿτરί͉ટॶʿᔷᜫڌࣸߠࣣᗇ˸ʿ˸ᑌʹהܸ֛̙ঐ࿁࣬ኽ͉ʮ̡ଡ଼ᔌɽၤʿۆ Ϟࣖᔷᜫ༈ഃٰ΅Ͼ᙮̀ࠅʘҖόࠈͭeᖦͭʿʹ˹ОՉ˼˖א˖ኽdԨܲ༈ૢԷߠࣣᗇi
(e) ͉ɛŊшഃʔ̙ΫήܸͪʿબᛆОࠅߒɛԫeᄿ೯൛Վא־ഃОɓ˙̙ঐܸ֛ʘɛɻ˾ڌટॶࠅߒʘɛɻ෬Ѽʿ ᖦͭО˖Ԩમ՟ОՉ˼̙ঐ᙮̀ࠅאቇʘБਗdԴʊટॶࠅߒɛɻʘٰ΅ᓥࠅߒɛאՉ̙ঐܸ֛ʘɛɻהϞi
(f) ͉ɛŊшഃוፕ̙ঐ᙮̀ࠅאቇࣛᖦͭՉ˼˖ԨЪ̈ϞᗫБމʿԫ֝d˸ආɓӉᆽڭ͉ɛŊшഃᔷᜫٰ΅ʚࠅߒɛא Չ̙ঐܸ֛ʘɛɻdϾɪࠑٰ΅ਗ਼ʔڝ੭ϞОवໄᛆe͡॰eץাeପᛆࠋዄeᎴᛆʿОሯʘОୋɧ˙ᛆлdஹ Νٰ΅הڝʘהϞᛆлdܼ̍ϗ՟ɚཧɓɞϋɓ˜ɚɤɧ˚€ӱࠅߒ˚ಂאʘܝה܁ݼeЪ̈אݼ˹ʘהϞٰࢹʿʱ ݼ ʘ ᛆ лiʿ
(g) ͉ɛŊшഃΝจႩࠅߒɛאᄿ೯൛Վא־ഃІʘО˾ଣא־ഃОɓ˙̙ঐܸ֛ʘɛɻdБԴ͉ટॶʿᔷᜫڌࣸה ༱ОબᛆࣛהЪ̈אආБʘОБਗאԫ֝f
2. ͉ɛŊшഃͣd͉ɛŊшഃટॶࠅߒਗ਼ൖމڌ͉ͪɛŊшഃΣࠅߒɛʿᄿ೯൛Վڭᗇ (i) ͉ɛŊшഃ࣬ኽࠅߒ̈ਯʘהϞٰ ΅ѩʔڝ੭Оୋɧ˙ᛆлeवໄᛆeתץeፅ̻ᛆe፯ᛆe͡॰eʔлᛆूʿОҖόʘପᛆࠋዄ˸ʿ༈ഃٰ΅הڝ੭אଢ଼ ࠇʘɓʲᛆлdܼ̍Шʔࠢϗ՟ɚཧɓɞϋɓ˜ɚɤɧ˚€ӱࠅߒ˚ಂאʘܝה܁ݼeЪ̈אݼ˹ʘהϞٰࢹʿʱݼ€ν Ϟʘ ᛆ лiʿ (ii) ͉ɛŊшഃԨೌમ՟אʔમ՟ОБਗϾਗ਼א̙ঐߧԴࠅߒɛeՉྼूኹϞɛeᄿ೯൛Վe͉ʮ̡אОՉ˼ ɛɻ༼ˀОήਜၾࠅߒאՉટॶϞᗫʘجܛא္၍֛d˲͉ɛŊшഃ࣬ኽהϞቇ͜جԷʿԷᐏࡘϗ՟ʿટॶࠅߒ€ʿՉ ОࡌࠈdϾ࣬ኽהϞቇ͜جԷʿԷd༈ટॶމϞࣖʿՈߒҼɢf
3. ͉ɛŊшഃᔫϤΣcტɨڭᗇʿᑊd͉ɛŊшഃމ͉ટॶʿᔷᜫڌࣸהΐٰ΅ʘ೮াܵϞɛdϾ͉ɛŊшഃഒ࿁ኹϞΌ ᛆлeᛆɢʿᛆࠢdᔟટॶࠅߒʘ˙όΣࠅߒɛ̈ਯʿᔷᜫ͉ɛŊшഃהٰܵ΅ʘהϞᛆʿኹϞᛆd˸ࠅߒɛאՉ˾ΤɛʘΤ ່೮াf
4. ࡊ࣬ኽࠅߒʘૢಛd͉ɛŊшഃʘટॶೌࣖdۆɪ˖ୋ 1 ݬה༱ɓʲܸͪeબᛆʿוፕѩѓ˟dίϤઋرɨd͉ɛŊшഃબᛆ ԨࠅӋcტɨਗ਼͉ɛŊшഃʘٰୃʿŊאᔷᜫϗኽʿŊאОՉ˼הϞᛆ˖€ʿŊאఱϤהცʘО˿ɛڦॶʘᏎᎵڭᗇd ஹΝʊ͍όൗቖʘ͉ટॶʿᔷᜫڌࣸ˸̻ඉ˙όɓԻΫɪ˖ୋ 1(c) ݬהܸɛɻdאνೌ෬ɪ֑Τʿήѧdۆ͉ܲʮٰ̡؇Τ̅ הͪ೮াήѧʚ͉ɛאшഃʕΤΐЗ٫€ν᙮ᑌΤ೮াٰ؇dඉႬࠬᎈ฿͉͟ɛŊшഃІБוዄf
ڝൗj ࡊ ტɨʹ̈ɓ΅א˸ɪᔷᜫϗኽΝࣛcტɨટॶࠅߒܝdࠅߒɛʿŊאᄿ೯൛Վא־ഃІʘО˾ଣ˾ڌcტɨ
Σ͉ʮ̡אཀ˒೮াஈჯ՟Ϟᗫٰୃdcტɨਗ਼ᐏ೯ᒔٰୃdϾԨڢᔷᜫϗኽf
5. ͉ɛŊшഃΣࠅߒɛeᄿ೯൛Վʿ͉ʮ̡ڭᗇd͉ɛŊшഃୌΥ͉ɛŊшഃ͉ʮٰ̡؇Τ̅הͪήѧהஈ̡جᛆਜʫϞᗫ͉ ɛŊшഃટॶࠅߒʘجܛ֛dܼ̍՟ୌΥהϞ̀ࠅҏeجܛʿŊא္၍֛ה֛ʘОִ݁e̮ි၍ՓאՉ˼Νจʿ О೮াאπᏦf
6. ͉ɛŊшഃΣࠅߒɛeᄿ೯൛Վʿ͉ʮ̡ڭᗇd͉ɛŊшഃਗ਼Όࠦࠋப˕˹͉ɛŊшഃ͉ʮٰ̡؇Τ̅הͪήѧהஈ̡جᛆਜ ʘОᏐ˹ᔷᜫאՉ˼ධʿಛf
7. ͉ɛŊшഃڝɪ͉ɛŊшഃהܵΌŊʱٰ΅ʘϞᗫٰୃʿŊאᔷᜫϗኽʿŊאОՉ˼הϞᛆ˖€ʿŊאఱϤהცʘО ˿ɛڦॶʘᏎᎵڭᗇd͟cტɨ࣬ኽࠅߒʘૢಛʿૢʚ˸ڭπf͉ɛŊшഃͣਗ਼ʔึఱОટॶʿᔷᜫڌࣸeٰୃʿŊא ᔷᜫϗኽʿŊאОՉ˼הϞᛆ˖€ʿŊאఱϤהცʘО˿ɛڦॶʘᏎᎵڭᗇᐏ೯ϗኽf͉ɛŊшഃ͵ͣהϞ˖ѩਗ਼ ˸̻ඉ˙ό೯dඉႬࠬᎈ฿͉͟ɛŊшഃІБוዄf
8. ͉ɛŊшഃוႩீཀટॶࠅߒϾΣࠅߒɛ̈ਯ͉ɛŊшഃʘٰ΅dਗ਼˸ࠅߒɛאՉ˾ΤɛʘΤ່೮াf
9. ͉ɛŊшഃఱʊ࣬ኽࠅߒהટॶʘٰ΅dϾՉટॶԨ͊ϞࣖΫʿԨೌ˸ࠅߒɛʘΤ່אܲՉܸͪ೮া٫dΣࠅߒɛʿᄿ೯ ൛Վʔ̙ΫήוፕeᑊeڭᗇʿΝจ€˸ߒҼ͉ɛŊшഃʘוᘱɛʿաᜫɛЪ̈j
(a) ͉ɛŊшഃબᛆ͉ʮ̡ʿŊאՉ˾ଣdਗ਼Σ͉ɛŊшഃЪމ͉ʮٰ̡؇೯ʘОஷѓeஷՌeڭᗇࣣאՉ˼˖אஷৃ €ܼ̍ОٰୃʿŊאΪਗ਼༈ഃٰ΅ᔷމᗇࣣҖόϾ೯̈ʘՉ˼הϞᛆ˖dʚཀ˒೮াஈՙԳᗇՎ೮াϞࠢʮ̡dή ѧމ࠰ಥެΧɽ༸؇ 183Υձʕː 22ᅽdൗࠅߒɛϗi
(b) ʔ̙ΫήબᛆࠅߒɛאՉ˾ଣ˾ڌ͉ɛŊшഃᖦОΝจࣣdΝจᐵО͉ʮٰ̡؇ɽึஷٝಂʿŊא̈ࢩʿŊא ᖦͭ༈ഃٰ΅ʘ˾ڌ։ڌࣸd˸։ࠅߒɛΤʘОɛɻ̈ࢩ༈ഃٰ؇ɽึ€אՉОᚃึd˸ʿ˾ڌ͉ɛŊшഃБԴ ༈ഃٰ΅ڝ੭ʘҳୃᛆdϾ༈ഃҳୃᛆਗ਼˸ࠅߒɛաࠢϗᒅςۆΌᛆઋᔾ֛ʘ˙όЪ̈ҳୃiʿ
(c) ͉ɛŊшഃ֛dί͊ࠅߒɛʘΝจɨʔึБԴОᗫᛆлd˸ʿ͉ɛŊшഃʔ̙ΫήוፕʔึఱОٰ؇ɽึ։ ˾ଣdא։˾ଣ̈ࢩٰ؇ɽึdʿίɪ˖הࠢɨdν͉ɛŊшഃ˸ֻʊఱ͉ʮٰ̡؇ɽึ։˾ଣ€Ͼ༈˾ଣԨڢࠅߒ ɛאՉ˾Τɛאᐏ։ɛɻ̈ࢩ༈ഃɽึאЪ̈ҳୃdۆ͉ɛŊшഃᔫϤΫ༈։f
10. ͉ɛŊшഃᆽႩdৰၝΥ˖˖֛̮dίϤЪ̈ʘהϞટॶeܸͪeબᛆʿוፕѩʔΫʿೌૢf
PERSONAL DATA
Personal Information Collection Statement
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, GF Securities and the Registrar 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. It is important that you inform the Offeror, GF Securities and/or the Registrar immediately of any inaccuracies in the data supplied.
2. Purposes
The personal data which you provide in this Form of
Acceptance and Transfer may be used, held and/or stored (by
whatever means) for the following purposes:
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processing of your acceptance and verification or compliance with the terms and application procedures set out in this Form of Acceptance and Transfer and the Composite Document;
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registering transfers of the Share(s) out of your name; maintaining or updating the relevant register of members; conducting or assisting to conduct signature verifications, and any other verification or exchange of information; establishing your entitlement under the Offer; distributing communications from the Offeror and/or its subsidiaries or agents such as its financial adviser and the Registrar;
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compiling statistical information and shareholder profiles;
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making disclosures as required by laws, rules or regulations (whether statutory or otherwise);
disclosing relevant information to facilitate claims or entitlements;
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any other purpose in connection with the business of the Offeror or the Registrar; and
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any other incidental or associated purposes relating to the above and/or to enable the Offeror and/or GF Securities and/or the Registrar to discharge their obligations to the Shareholders and/or regulators and other purpose to which the Shareholders may from time by time agree to or be informed of.
ϗණࡈɛ༟ࣘᑊ
ࡈɛ༟ࣘ
࠰ಥجԷୋ 486 ࡈɛ༟ࣘ€ӷᒯૢԷ€˜༈ૢԷ™ʘ˴ࠅૢ˖ʊ ɓɘɘʬϋɤɚ˜ɚɤ˚ί࠰ಥ͛ࣖf͉ϗණࡈɛ༟ࣘᑊϙίٝ ึcტɨϞᗫࠅߒɛeᄿ೯൛Վʿཀ˒೮াஈϞᗫࡈɛ༟ࣘʿ༈ૢ Էʘ݁ഄʿ࿕Էf
1. ϗණcტɨࡈɛ༟ࣘʘࡡΪ
νcტɨఱ͉Ԓʘٰ΅ટॶࠅߒdcტɨԶהცࡈɛ
༟ࣘfࡊcტɨ͊ঐԶהც༟ࣘdۆ̙ঐኬߧcტɨʘ
ટॶʔᐏաଣאϞהַႬfࡊcტɨԶʘ༟ࣘϞОʔ
ᆽʘஈdcტɨਕͭՍஷٝࠅߒɛeᄿ೯൛ՎʿŊאཀ
˒೮াஈf
2. ͜
ტɨ͉ટॶʿᔷᜫڌࣸԶʘࡈɛ༟̙ࣘঐึఱɨΐ͜
̋˸༶͜eܵϞʿŊא˸О˙όڭπj
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ஈଣcტɨʘટॶʿࣨྼא፭ృ͉ટॶʿᔷᜫڌࣸ ʿၝΥ˖༱ΐʘૢಛʿ͡ሗ˓ᚃi ೮া˸cტɨΤ່ᔷᜫٰ΅i ڭπאһอϞᗫٰ؇Τ̅i ࣨྼאпࣨྼᖦΤd˸ʿආБОՉ˼༟ࣘࣨྼ א ʹ ౬i
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ᆽ֛cტɨ࣬ኽࠅߒϞᛆ՟ʘৣᕘi ೯бࠅߒɛʿŊאՉڝ᙮ʮ̡א˾ଣ€ԷνՉৌਕᚥ ਪʿཀ˒೮াஈה೯̈ʘஷৃi ᇜႡ୕ࠇ༟ࣘʿٰ؇ᔊዝi ܲجԷeۆאԷ€ೌሞج֛אՉ˼ʘ֛Ъ̈ מ ᚣi
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מᚣϞᗫ༟ࣘ˸ک॰ᎵאԮϞৣᕘi Ϟᗫࠅߒɛאཀ˒೮াஈุਕʘОՉ˼͜iʿ
Ϟᗫɪ˖הࠑʿŊא˸کࠅߒɛʿŊאᄿ೯൛ՎʿŊ אཀ˒೮াஈᄵБ־ഃ࿁ٰ؇ʿŊא္၍ዚʘப ʘОՉ˼ᑗࣛאᗫஹ͜ʿٰ؇̙ঐʔࣛΝจ אᐏʘՉ˼͜f
3. Transfer of personal data
The personal data provided in this Form of Acceptance and Transfer will be kept confidential but the Offeror and/or GF Securities 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:
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the Offeror, its subsidiaries and/or agent(s), such as its financial adviser and the Registrar;
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any agents, contractors or third party service providers who offer administrative, telecommunications, computer, payment or other services to the Offeror and/ or GF Securities and/or the Registrar, in connection with the operation of its business;
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the Stock Exchange, the SFC and any regulatory or governmental bodies;
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any other persons or institutions with which you have or propose to have dealings, such as bankers, solicitors, accountants or licensed securities dealers; and
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any other persons or institutions whom the Offeror. GF Securities or the Registrar considers to be necessary or desirable in the circumstances.
4. Retention of personal data
The Offeror, GF Securities and the Registrar will keep the personal date provided in this Form of Acceptance and Transfer 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.
5. Access and correction of personal data
The Ordinance provides you with rights to ascertain whether the Offeror, GF Securities or the Registrar holds 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, GF Securities 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 Offeror, GF Securities or the Registrar (as the case may be).
BY SIGNING THIS FORM, YOU AGREE TO ALL OF THE ABOVE.
3. ᔷʹࡈɛ༟ࣘ
͉ટॶʿᔷᜫڌࣸԶʘࡈɛ༟ࣘਗ਼Ъމዚ༟ࣘѼڭ πdઓࠅߒɛʿŊאᄿ೯൛ՎʿŊאཀ˒೮াஈމ༺ߧɪ ࠑאՉʕО͜d̙ঐЪ̈ՉႩމ̀ცʘݟ༔d˸ᆽႩࡈ ɛ༟ࣘʘᆽdˈՉ̙ΣאІɨΐОʿהϞɛɻʿྼ מᚣeᐏ՟אᔷʹ€ೌሞί࠰ಥྤʫאྤ̮༈ഃࡈɛ༟ࣘj
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ࠅߒɛeՉڝ᙮ʮ̡ʿŊא˾ଣdԷνՉৌਕᚥਪʿ ཀ˒೮াஈi
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ΣࠅߒɛʿŊאᄿ೯൛ՎʿŊאཀ˒೮াஈఱՉุ ਕᐄԶБ݁eཥৃeཥ໘e˹ಛאՉ˼ਕʘ О˾ଣeו̍ਠאୋɧ˙ਕԶᏐਠi ᑌʹהeᗇ္ึʿО္၍אִ݁ዚi ၾcტɨආБʹאܔᙄආБʹʘОՉ˼ɛɻ אዚdԷνֻԸვБeܛࢪeึࠇࢪאܵᗇՎ ʹ ਠiʿ ࠅߒɛeᄿ೯൛Վאཀ˒೮াஈϞᗫઋرɨႩމ̀ ცאቇʘОՉ˼ɛɻאዚf
4. ڭवࡈɛ༟ࣘ
ࠅߒɛeᄿ೯൛Վʿཀ˒೮াஈਗ਼ܲϗණࡈɛ༟ࣘהცٙಂ ගڗڭव͉ટॶʿᔷᜫڌࣸהϗණٙࡈɛ༟ࣘfˡΎ ڭवٙࡈɛ༟ࣘਗ਼ึ࣬ኽ༈ૢԷቖ์אஈଣf
5. π՟ʿһ͍ࡈɛ༟ࣘ
࣬ኽ༈ૢԷʘ֛dcტɨϞᛆᆽႩࠅߒɛeᄿ೯൛Վא
ཀ˒೮াஈ݊щܵϞcტɨʘࡈɛ༟ࣘdԨᐏ՟༈༟ࣘਓ
͉d˸ʿһ͍Оʔ͍ᆽ༟ࣘfԱኽ༈ૢԷʘ֛dࠅߒ
ɛeᄿ೯൛Վʿཀ˒೮াஈϞᛆఱᐏ՟О༟ࣘʘࠅӋϗ՟
Υଣ˓ᚃ൬fπ՟༟ࣘאһ͍༟ࣘאᐏ՟Ϟᗫ݁ഄʿ࿕Է
ʘ༟ࣘ˸ʿהܵ༟ࣘᗳйʘהϞࠅӋdʹࠅߒɛeᄿ೯
൛Վאཀ˒೮াஈ€ൖઋرϾ֛f
ტɨɓᖦ͉ڌࣸdуڌͪΝจɪࠑהϞૢಛf
Winto Group (Holdings) Ltd. published this content on 23 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 January 2018 01:09:01 UTC.
Original documenthttp://file.irasia.com/listco/hk/wintogroup/circulars/c180123a.pdf
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