Forebase International : WHITE FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S) IN THE ISSUED SHARE CAPITAL OF FOREBASE INTERNATIONAL HOLDINGS LIMITED

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 WHITE Form of 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 WHITE Form of 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白色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 白色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。

Unless the context otherwise requires, terms used in this WHITE 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，本白色接納表格所用詞彙與申基國際控股有限公司（「聯合要約人」）於二零一九年十月八日發佈之要約文件（「要約文件」）所界定者具有相同涵義。

WHITE FORM OF ACCEPTANCE FOR USE IF YOU WANT TO ACCEPT THE SHARE OFFER. 閣下如欲接納股份要約，請使用本白色接納表格。

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）

WHITE FORM OF ACCEPTANCE AND TRANSFER OF ORDINARY SHARE(S)

IN THE ISSUED SHARE CAPITAL OF FOREBASE INTERNATIONAL HOLDINGS LIMITED

申基國際控股有限公司已發行股本中之普通股之白色接納及過戶表格

All parts should be completed in full (except the section marked "Do not complete") 每項均須填寫（除註明「請勿填寫本欄」一節外）

Branch share registrar and transfer office in Hong Kong of the Company: Tricor Standard Limited (the "Registrar") 本公司之香港股份過戶登記分處：卓佳標準有限公司（「過戶登記處」）

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong 香港皇后大道東183號合和中心54樓

FOR THE CONSIDERATION stated below, the "Transferor(s)" named below hereby accept(s) the Share Offer and transfer(s) to the "Transferees" named below the Share(s) held by the
Transferor(s) specified below, upon and subject to the terms and conditions contained herein and in the accompanying Offer Document.
下述「轉讓人」謹此按下列代價接納股份要約，按照本表格及隨附之要約文件內之條款及條件並在其所規限下，向下述「承讓人」轉讓以下註明轉讓人所持有之股份。
Number of Share(s) to be transferred (Note)	FIGURES 數目		WORDS 大寫
將予轉讓之股份數目（附註）
Share certificate number(s)
股票號碼
TRANSFEROR(S)	Family name(s)/Company name(s)		Forename(s)
name(s) and address(es) in full	姓氏╱公司名稱		名字
轉讓人全名及地址
Registered address
(EITHER TYPE-WRITTEN OR
登記地址
WRITTEN IN BLOCK LETTERS)
（請用打字機或用正楷填寫）				Telephone number
				電話號碼
CONSIDERATION	HK$0.3194 in cash for each Offer Share
代價	每股要約股份現金0.3194港元
TRANSFEREES	Company Name公司名稱：	Rich Vision Developments Limited/Great Match International Limited
承讓人	Correspondence Address登記地址： Rich Vision Developments Limited
			Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
			Great Match International Limited
			Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
	Occupation職業	Corporation法人團體
Signed by or on behalf of the Transferor(s) in the presence of: 轉讓人或其代表在下列見證人見證下簽署：
Signature of Witness見證人簽署：					ALL JOINT
					SHAREHOLDERS
					OF THE COMPANY
Name of Witness見證人姓名：			Signature(s) of Transferor(s) or its duly authorised agent(s)/Company chop, if	MUST SIGN HERE
			applicable	所有本公司
			轉讓人或其正式獲授權代表簽署╱公司印鑑（如適用）	聯名股東均須
					於本欄簽署
Address of Witness見證人地址：

Occupation of Witness見證人職業：
	Date of signature on this WHITE Form of Acceptance and Transfer
		簽署本白色接納及過戶表格日期
	Do not complete請勿填寫本欄

Signed by or on behalf of the Transferees in the presence of: 承讓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：

Address of Witness見證人地址：

Occupation of Witness見證人職業：

For and on behalf of 代表

Rich Vision Developments Limited/Great Match International Limited

Signature of Transferees or its duly authorised agent(s) 承讓人或其正式獲授權代表簽署

Date of signing by Transferees 承讓人簽署日期：

• delete as appropriate 請刪去不適用者

Note: Insert the total number of Shares for which the Share Offer is accepted. If no number is inserted or a number inserted is greater than your registered holding of Share(s) or those physical Share(s) tendered for acceptance of the Share Offer and you have signed this form, this form will be returned to you for correction and resubmission. Any corrected form must be resubmitted and received by the Registrar on or before the latest time for acceptance of the Share Offer.

附註： 請填上接納股份要約之股份總數。倘並無填上數目或所填數目大於 閣下登記持有之股份或就接納股份要約所交回之實物股份，而 閣下已簽署本表格，則表格將退回予閣下進行修改及重新遞交。任何經更正 之表格必須於接納股份要約之最後期限或之前重新提交並送達過戶登記處。

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

If you are in any doubt as to any aspect of this WHITE Form of 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.

If you have sold or transferred all your Share(s), you should at once hand this WHITE Form of Acceptance and the accompanying Offer Document to the purchaser(s) or transferees or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferees.

The making of the Share Offer to Overseas Shareholders may be prohibited or affected by the laws of the relevant jurisdictions. If you are an Overseas Shareholder, you should obtain appropriate legal advice regarding the implications of the Share Offer in the relevant jurisdictions with a view to observing any applicable legal or regulatory requirements. It is your responsibility if you wish to accept the Share Offer to satisfy yourself as to the full observance of the laws and regulations of the relevant jurisdictions in connection therewith, including but not limited to the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or regulatory or legal requirements. You will also be fully responsible for the payment of any transfer or other taxes and duties payable by you in respect of all relevant jurisdictions. The Joint Offerors and parties acting in concert with them, Red Sun Capital, the Registrar, their respective ultimate beneficial owners, directors, officers, professional advisers, agents and associates and any other person involved in the Share Offer shall be entitled to be fully indemnified and held harmless by you for any taxes as you may be required to pay. Any acceptance of the Share Offer by you will be deemed to constitute a representation and warranty from you to the Joint Offerors that the local laws and requirements have been complied with.

This WHITE Form of Acceptance should be read in conjunction with the accompanying Offer Document.

HOW TO COMPLETE THIS WHITE FORM OF ACCEPTANCE

Shareholders are advised to read carefully the Offer Document before deciding whether or not to accept the Share Offer. To accept the Share Offer made by Red Sun Capital on behalf of the Joint Offerors, you should complete and sign this WHITE Form of Acceptance and forward this WHITE Form of Acceptance, together with the relevant share certificate(s) and/or transfer receipt(s) and/ or other document(s) of title and/or any satisfactory indemnity or indemnities required in respect thereof for the number of Share(s) in respect of which you wish to accept the Share Offer, by post or by hand, in an envelope marked "Forebase International Holdings Limited - Share Offer", to the Registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, but in any event so as to reach the Registrar no later than 4:00 p.m. on Tuesday, 5 November 2019 (or such later time and/or date as the Joint Offerors may determine and announce, with the consent of the Executive, in accordance with the Takeovers Code). The provisions contained in Appendix I to the Offer Document are incorporated into and form part of this WHITE Form of Acceptance.

WHITE FORM OF ACCEPTANCE IN RESPECT OF THE SHARE OFFER

To: The Joint Offerors and Red Sun Capital

1. My/Our execution of this WHITE Form of Acceptance (whether or not such form is dated) will be binding on my/our successors and assignees, and will constitute:
2. 1. my/our irrevocable acceptance of the Share 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 Shares specified in this WHITE Form of Acceptance;
   2. my/our irrevocable instruction and authority to the Joint Offerors, Red Sun Capital or their respective agent(s) to send a cheque crossed "Not negotiable - account payee only" drawn in my/our favour for the cash consideration (rounded up to 2 decimal points) to which I/we shall have become entitled under the terms of the Share Offer after deducting all sellers' ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Share Offer, by ordinary post at my/our risk to the person and 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 as soon as possible but in any event within 7 Business Days after the date of receipt of all the relevant documents by the Registrar to render the acceptance under the Share Offer complete and valid:
      (Insert 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 LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      Address: (in BLOCK LETTERS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
   3. my/our irrevocable instruction and authority to each of the Joint Offerors and/or Red Sun Capital and/or the Registrar and/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 Share(s) to be sold by me/us under the Share Offer and to cause the same to be stamped and to cause an endorsement to be made on this WHITE Form of Acceptance in accordance with the provisions of that Ordinance;
   4. my/our irrevocable instruction and authority to the Joint Offerors, Red Sun Capital, the Registrar or such person or persons as any of them may direct to complete, amend and execute the WHITE Form of Acceptance or any document on behalf of the person or persons accepting the Share Offer and to do any other act that may be necessary or expedient for the purposes of vesting in the Joint Offerors, or such person or persons as it may direct the Shares in respect of which such person or persons has/have accepted the Share Offer;
   5. 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 Share(s) tendered for acceptance under the Share Offer to the Joint Offerors or such person or persons as it may direct free from all third party rights, liens, claims, charges, equities and encumbrances and together with all rights accruing or attaching thereto or subsequently becoming attached to them, including, without limitation, the rights to receive all future dividends and/or other distributions declared, paid or made, if any, on or after the date on which the Share Offer is made, being the date of posting of the Offer Document;
   6. my/our 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 their respective agent(s) or such person or persons as any of them may direct on the exercise of any rights contained herein; and
   7. my/our irrevocable instruction and authority to the Joint Offerors and/or Red Sun Capital or their respective agent(s) to collect from the Registrar on my/our behalf the share certificate(s) in respect of the Share(s) 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 (and/or 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) subject to the terms and conditions of the Share Offer as if it/they were share certificate(s) delivered to the Registrar together with this WHITE Form of Acceptance.
3. I/We understand that acceptance of the Share Offer by me/us will be deemed to constitute a warranty by me/us to the Joint Offerors and Red Sun Capital that (i) the number of Share(s) specified in this WHITE Form of Acceptance will be sold free from all Encumbrances and together with all rights accruing or attaching thereto or subsequently becoming attached to them, including, without limitation, the rights to receive all future dividends and/or other distributions declared, paid or made, if any, on or after the date on which the Share Offer is made, being the date of posting of the Offer Document; and (ii) I/we have not taken or omitted to take any action which will or may result in the Joint Offerors, Red Sun Capital or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Share Offer or his/her acceptance thereof, and is permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and that such acceptance is valid and binding in accordance with all applicable laws.
4. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share Offer, all instructions, authorisations and undertakings contained in paragraph 1 above shall cease and 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 other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof), together with this WHITE Form of Acceptance duly cancelled, by ordinary post at my/our risk to the person and address stated in 1(b) 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: Where you have sent one or more transfer receipt(s) and in the meantime the relevant share certificate(s) has/have been collected by the Joint Offerors and/or Red Sun Capital or their respective agent(s) from the Registrar on your behalf, you will be sent such share certificate(s) in lieu of the transfer receipt(s).
5. I/We enclose the relevant share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) for the whole or part of my/our holding of Share(s) which are to be held by you on the terms and conditions of the Share Offer. I/We understand that no acknowledgement of receipt of any Form(s) of Acceptance, share certificate(s) and/or transfer receipt(s) and/ or other document(s) of title (and/or 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.
6. I/We warrant and represent to you that I am/we are the registered Shareholder(s) of the number of Shares specified in this WHITE Form of Acceptance 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 Joint Offerors by way of acceptance of the Share Offer.
7. I/We warrant to the Joint Offerors and Red Sun Capital 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 Share Offer, including the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities or legal requirements.
8. I/We warrant to the Joint Offerors, Red Sun Capital 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 in connection with my/our acceptance of the Share Offer.
9. I/We acknowledge that, save as expressly provided in the Share Offer Document and this WHITE Form of Acceptance, all acceptance, instructions, authorities and undertakings hereby given shall be irrevocable and unconditional.
10. I/We acknowledge that my/our Shares sold to the Joint Offerors by way of the Share Offer will be registered under the name of the Joint Offerors or its nominee.

PERSONAL DATA

Personal Information Collection Statements	3. Transfer of personal data
This personal information collection statement informs you of the	The personal data provided in this WHITE Form of Share Offer
policies and practices of the Joint Offerors, Red Sun Capital, the	Acceptance will be kept confidential but the Joint Offerors and/
Company and the Registrar and in relation to personal data and the	or Red Sun Capital and/or the Company and/or the Registrar
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of	may, to the extent necessary for achieving the purposes above or
Hong Kong) (the "Ordinance").	any of them, make such enquiries as they consider necessary to
1. Reasons for the collection of your personal data	confirm the accuracy of the personal data and, in particular, they
may disclose, obtain, transfer (whether within or outside Hong
To accept the Share Offer for your Share(s), you must provide	Kong) such personal data to, from or with any and all of the
the personal data requested. Failure to supply the requested data	following persons and entities:
may result in the processing of your acceptance being rejected	• the Joint Offerors, Red Sun Capital, the Company and/or any
or delayed. It may also prevent or delay the despatch of the	of their agents, officers, advisers and/or the Registrar;
consideration to which you are entitled under the Share Offer.	• any agents, contractors or third-party service providers who
2. Purposes	offer administrative, telecommunications, computer, payment
or other services to the Joint Offerors and/or Red Sun
• processing your acceptance and verification of compliance	Capital and/or the Company and/or the Registrar;
with the terms and application procedures set out in this	• any regulatory or governmental bodies;
WHITE Form of Share Offer Acceptance and the Offer	• any other persons or institutions with which you have or
Document;	propose to have dealings, such as your bankers, solicitors,
• conducting or assisting to conduct signature verifications,	accountants or licensed securities dealers or registered
and any other verification or exchange of information;	institution in securities; and
• distributing communications from the Joint Offerors and/	• any other persons or institutions whom the Joint Offerors
or the Company and/or their respective agents, officers,	and/or Red Sun Capital and/or the Company and/or the
advisers and the Registrar;	Registrar considers to be necessary or desirable in the
• establishing benefit entitlements of the Shareholders;	circumstances.
• making disclosures as required by laws, rules or regulations	4. Access and correction of personal data
(whether statutory or otherwise);
• disclosing relevant information to facilitate claims on	The Ordinance provides you with rights to ascertain whether
entitlements;	the Joint Offerors and/or Red Sun Capital and/or the Company
• any other purpose in connection with the business of the	and/or the Registrar hold your personal data, to obtain a copy of
Joint Offerors, the Company and/or the Registrar; and	that data, and to correct any data that is incorrect. In accordance
• any other incidental or associated purposes relating to	with the Ordinance, the Joint Offerors and/or Red Sun Capital
the above and/or to enable the Joint Offerors and/or the	and/or the Company and/or the Registrar have the right to
Company and/or Red Sun Capital to discharge its obligations	charge a reasonable fee for the processing of any data access
to the Shareholders and/or under applicable regulations, and	request. All requests for access to data or correction of data or
other purpose to which the Shareholders may from time to	for information regarding policies and practices and the kinds
time agree to or be informed of.	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 WHITE FORM OF 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、紅日資本及 本公司過戶登記處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 閣下之股份而接納股份要約，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 據股份要約應得之代價。
2. 用途
   • 處理 閣下之接納申請及核實遵循本白色股份要約接納表
   格及要約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╱或其代理、高級職員、顧問及過戶登
   記處之通訊；
   • 確立股東之獲益權利；
   • 按法例、規則或規例規定（無論法定或其他規定）作出披
   露；
   • 有關聯合要約人或過戶登記處業務之任何其他用途；及
   • 有關上述任何其他附帶或關連用途及╱或令聯合要約人、 紅日資本及╱或過戶登記處得以履行其對 股東及╱或適用 法規項下之責任，以及股東可能不時同意或知悉之其他用 途。

1. 轉交個人資料
   本白色股份要約接納表格提供之個人資料將會保密，惟聯合要 約人、紅日資本及╱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：
2. • 聯合要約人及╱或其任何代理、高級職員及顧問、過戶登 記處及海外總登記處（如有）；
   • 為聯合要約人、紅日資本及╱或過戶登記處提供與其業務 營運有關的行政、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，例如銀行、律師、會計師、持牌證券交易商或註冊證券 機構；及
   • 聯合要約人、紅日資本及╱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。
3. 獲取及更正個人資料
   根據該條例之規定， 閣下可確認聯合要約人、紅日資本及╱ 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、紅 日資本及╱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 及╱或過戶登記處（視乎情況而定）。
   閣下一經簽署本白色股份要約接納表格即表示同意上述所有條 款。