Common use of Overseas Shareholders Clause in Contracts

Overseas Shareholders. The making of the Proposal to Scheme Shareholders and the Option Offer to Optionholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Xxxxxxx Xxxxxx outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. Xxxxxxx Xxxxxx’x financial statements, and all financial information that is included in this Announcement, or that may be subject included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Xxxxxxx Xxxxxx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation The Offer will be subject to the Proposal to satisfy themselves as to the full observance applicable requirements of the laws of Code, the relevant jurisdiction in connection therewithPanel, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities London Stock Exchange and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveFCA.

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Charles Taylor outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. Charles Taylor’s financial statements, and all financial information that is included in this Announcement, or that may be subject included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Charles Taylor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation The Offer will be subject to the Proposal to satisfy themselves as to the full observance applicable requirements of the laws of Code, the relevant jurisdiction in connection therewithPanel, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities London Stock Exchange and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveFCA.

Overseas Shareholders. The making availability of the Proposal Offers to Scheme any Overseas Shareholders and the Option Offer to Optionholders who are not resident in Hong Kong may be subject to affected by the applicable laws and regulations of the their relevant jurisdictions in which such Scheme of residence. Overseas Shareholders and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legallegal and regulatory requirements and, tax or regulatory requirementswhere necessary, consult their own professional advisers. It is the responsibility responsibilities of any overseas Scheme the Overseas Shareholders and overseas Optionholders wishing who wish to take an action in relation to accept the Proposal Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction jurisdictions in connection therewith, with the acceptance of the Offers (including the obtaining of any governmental, exchange control governmental or other consents consent which may be required, required or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance due by such Scheme Overseas Shareholders and Optionholders will be deemed to constitute a representation and warranty from in respect of such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied withjurisdictions). If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch receipt of the Scheme Composite Document to overseas Scheme by Overseas Shareholders or overseas Optionholders is prohibited by any relevant law or regulation applicable laws and regulations or may only be effected after upon compliance with conditions or requirements in such overseas jurisdictions that the Directors regard as would be unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders)burdensome, the Scheme Document Composite Document, subject to the Executive’s consent, will not be despatched to such overseas Scheme Shareholders or overseas OptionholdersOverseas Shareholders. For that purposeIn those circumstances, the Company may Offeror will apply for any waivers waiver from the Executive as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such timeCode. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none The seller’s Hong Kong ad valorem stamp duty on acceptance of the Offeror, the Company and any Share Offer at a rate of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.160.1% of the issued share capital consideration payable in respect of the Company)acceptance by the Independent Shareholders or if higher, the market value of the Offer Shares subject to such acceptance, will be deducted from the amount payable to those relevant Independent Shareholders who accept the Share Offer. The Shares held by LJ Peace, LJ Venture and LJ Hope Offeror will not form part bear the buyer’s Hong Kong ad valorem stamp duty as purchaser of the Scheme Offer Shares and will not be cancelled arrange for payment of both buyer and extinguished upon seller’s ad valorem stamp duty in connection with such sales and purchases under the Scheme becoming effective, but Share Offer in accordance with the Shares held by Xx. Xxxx Qisong will form part Stamp Duty Ordinance (Chapter 117 of the Scheme Shares and Laws of Hong Kong). No stamp duty will be cancelled and extinguished upon payable in connection with the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveOption Offer.

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The Acquisition relates to the shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor (unless implemented by means of a Takeover Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If CGI exercises its right to implement the Acquisition of the Logica Shares by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations. Unless otherwise determined by CGI Europe or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to Logica Shareholders who are not resident in the United Kingdom may be subject to affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.

Overseas Shareholders. The making of the Proposal to the holders of the Scheme Shareholders and the Option Offer to Optionholders Shares who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions in which such holders of the Scheme Shareholders and Optionholders Shares are located. Such overseas holders of the Scheme Shareholders and Optionholders Shares should inform themselves about and observe any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas holders of the Scheme Shareholders and overseas Optionholders Shares, wishing to take an action in relation to the Proposal Proposal, respectively, to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such overseas holders of the Scheme Shareholders and Optionholders Shares will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror Joint Offerors and their respective advisers advisers, that those laws and regulatory requirements have been complied with. If you such overseas Shareholders are in doubt as to your positiontheir positions, you they should consult your their professional advisers. In the event that the despatch of the Scheme Document to overseas holders of the Scheme Shareholders or overseas Optionholders Shares is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas holders of the Scheme Shareholders or overseas OptionholdersShares. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas holders of the Scheme Shareholders or overseas OptionholdersShares. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment holders of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.. >

Overseas Shareholders. The making availability of the Proposal to Scheme Shareholders and the Option Partial Offer to Optionholders persons who are not resident in Hong Kong may be subject to affected by the applicable laws of the relevant jurisdictions jurisdiction in which such Scheme they reside. Shareholders and Optionholders who are located. Such Scheme Shareholders and Optionholders citizens, residents or nationals of a jurisdiction outside Hong Kong should inform themselves about and observe any applicable legal, tax legal or regulatory requirementsrequirements in their own jurisdictions and, where necessary, seek their own legal advice. It is the responsibility of any overseas Scheme those Shareholders and overseas Optionholders wishing who wish to take an action in relation to accept the Proposal Partial Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction jurisdictions in connection therewith, with the acceptance of the Partial Offer (including the obtaining of any governmental, exchange control governmental or other consents consent which may be required, required or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance due by such Scheme Shareholders and Optionholders in respect of such jurisdictions). Acceptance of the Partial Offer by any Shareholder will be deemed to constitute a representation and warranty from such persons Shareholder to the Company, Joint Offerors that the Offeror and their respective advisers that those local laws and regulatory requirements have been complied withwith and that the Partial Offer can be accepted by such Shareholder lawfully under the laws of the relevant jurisdiction. If you are in doubt as to your position, you Shareholders should consult your their professional advisersadvisers if in doubt. In the event that the despatch of the Scheme Composite Document to any overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that are unduly burdensome, subject to the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders)Executive’s waiver, the Scheme Composite Document will not be despatched to such overseas Scheme Shareholders or overseas OptionholdersShareholders. For that purpose, the Company may The Joint Offerors will apply for any such waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiverHong Kong, the Executive seller’s ad valorem stamp duty arising in connection with acceptance of the Partial Offer will be concerned to see that all material information in payable by the Scheme Document is made available to such overseas Scheme relevant Qualifying Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications at a rate of accepting the Proposal. It is emphasised that none 0.13% of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and market value of the Offer Shares; or (ii) the Offeror Concert Parties held consideration payable by the Joint Offerors in aggregate 310,629,424 Shares (representing approximately 56.16% respect of the issued share capital relevant acceptance of the CompanyPartial Offer, whichever is higher, which will be deducted from the cash amount payable by the Joint Offerors to such Qualifying Shareholder on acceptance of the Partial Offer (where the stamp duty calculated includes a fraction of HK$1, the stamp duty will be rounded-up to the nearest HK$1). The Shares held by LJ Peace, LJ Venture and LJ Hope Joint Offerors will not form part arrange for payment of the Scheme Shares seller’s ad valorem stamp duty on behalf of the relevant Qualifying Shareholders accepting the Partial Offer and will not be cancelled and extinguished upon pay the Scheme becoming effective, but buyer’s ad valorem stamp duty in connection with the Shares held by Xx. Xxxx Qisong will form part acceptance of the Scheme Shares Partial Offer and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction transfer of the issued share capital Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital Laws of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveHong Kong).

Overseas Shareholders. The making 5.1 Save with the prior written consent of the Proposal to Scheme Shareholders Underwriter and as permitted under an exemption from registration under the Option Offer to Optionholders who are not resident in Hong Kong may be subject to the laws United States Securities Act of the relevant jurisdictions in which such Scheme Shareholders 1933, as amended and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legalState Securities Law, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document Provisional Allotment Letters will not be despatched sent to Qualifying Holders who are North American Holders but the Circular will be sent to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and persons. 5.2 Provisional Allotment Letters will not be cancelled and extinguished upon sent to Qualifying Holders who are Australian Holders but Circulars will be sent to such persons solely in connection with the Scheme becoming effective, EGM. 5.3 Provisional Allotment Letters sent to Qualifying Holders with registered addresses in South Africa will carry no right to renounce. 5.4 Provisional Allotment Letters will not be sent to Qualifying Holders who are Republic of Ireland Holders but Circulars will be sent to such persons solely in connection with the Shares held EGM. 5.5 Neither the Company nor Meggitt will exercise the right reserved by Xx. Xxxx Qisong will form part it to reject a Provisional Allotment Letter in the circumstances set out in paragraph 5(a) of Part II of the Scheme Shares and will Circular without the consent of the Underwriter, such consent not to be cancelled and extinguished upon unreasonably withheld or delayed. 5.6 The Underwriter shall ensure that neither it nor its affiliates nor any person acting on behalf of the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on Underwriter or its affiliates will:- (ia) the special resolution to approve and give effect engage in any directed selling efforts with respect to the reduction Provisional Allotment Letters, Stock Units or New Ordinary Shares; or (b) offer or sell Provisional Allotment Letters, Stock Units or New Ordinary Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the United States Securities Act of 1933 as amended (the "SECURITIES ACT"); or (c) offer or sell Provisional Allotment Letters, Stock Units or New Ordinary Shares within the United States except in accordance with Rule 903 of Regulation S under the Securities Act ("REGULATION S"), pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the issued share capital of Securities Act. 5.7 The Underwriter shall ensure that each sub-underwriter procured by it agrees that the Company restrictions set out in clause 5.6 apply to it. 5.8 Terms used in clause 5.6 have the meanings given to them by cancelling and extinguishing Regulation S under the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveSecurities Act.