Common use of WITHDRAWAL OF LISTING OF THE SHARES Clause in Contracts

WITHDRAWAL OF LISTING OF THE SHARES. Upon the Scheme becoming effective, all Scheme Shares will be cancelled (with the equivalent number of new Shares being simultaneously issued and credited as fully paid to the Offeror) and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Company will make an application for the listing of the Shares to be withdrawn from the Stock Exchange in accordance with Rule 6.15 of the Listing Rules, with effect immediately following the Effective Date. The Scheme Shareholders will be notified by way of an announcement of the dates of the last day for dealing in the Shares and the day on which the Scheme and the withdrawal of the listing of the Shares on the Stock Exchange will become effective. A detailed timetable of the implementation of the Proposal will be included in the Scheme Document. IF THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES Subject to the requirements of the Takeovers Code, the Scheme will lapse if any of the Pre- Condition or the Conditions has not been fulfilled or waived, as applicable, on or before the Long Stop Date. If the Scheme is not approved or the Proposal otherwise lapses, the listing of the Shares on the Stock Exchange will not be withdrawn. If the Scheme is not approved or the Proposal otherwise lapses, there are restrictions under the Takeovers Code on making subsequent offers, to the effect that neither the Offeror nor any person who acted in concert with it in the course of the Proposal (nor any person who is subsequently acting in concert with any of them) may, within 12 months from the date on which the Scheme is not approved or the Proposal otherwise lapses, announce an offer or possible offer for the Company, except with the consent of the Executive. If the Independent Board Committee or the Independent Financial Adviser does not recommend the Proposal, and the Scheme is not approved, all expenses incurred by the Company in connection therewith shall be borne by the Offeror in accordance with Rule 2.3 of the Takeovers Code. OVERSEAS SHAREHOLDERS The making and implementation of the Proposal to Scheme Shareholders who are not resident in Hong Kong may be affected by the Applicable Laws of the relevant jurisdictions. Any Scheme Shareholders who are not resident in Hong Kong should inform themselves about and observe any applicable legal and regulatory requirements in their own jurisdictions. It is the responsibility of any overseas Scheme Shareholders wishing to take any action in relation to the Proposal to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with the necessary formalities and the payment of any issue, transfer or other taxes due from such shareholder in such jurisdiction. Any acceptance by the Scheme Shareholders will be deemed to constitute a representation and warranty from such persons to the Offeror and the Company and their respective advisers, including Xxxxxx Xxxxxxx, the financial adviser to the Offeror, 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 or receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the directors of the Offeror or the Company regard as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the Company or their respective shareholders), the Scheme Document may not be despatched to such overseas Scheme Shareholders. For that purpose, the Company will apply for a waiver 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. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders. TAXATION ADVICE Scheme Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Proposal. It is emphasised that none of the Offeror, persons acting in concert with the Offeror, the Company, Xxxxxx Xxxxxxx or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility (other than in respect of themselves, if applicable) for any taxation effects on, or liabilities of, any other persons as a result of their acceptance or rejection of the Proposal. DESPATCH OF THE SCHEME DOCUMENT A Scheme Document including, among other things, further details of the Proposal, the Scheme and the Joint Offeror Cooperation Arrangement, an explanatory statement as required under the Companies Act, the expected timetable relating to the Proposal, the recommendations of the Independent Board Committee, the letter of advice from the Independent Financial Adviser and notices of the Scheme Meeting and the SGM will be despatched to the Scheme Shareholders as soon as practicable and in compliance with the requirements of the Takeovers Code and Applicable Laws. The Scheme Document will contain important information, and the Disinterested Shareholders or Scheme Shareholders (as the case may be) are urged to read the Scheme Document carefully before casting any vote at (or providing any proxy in respect of) the Scheme Meeting or the SGM.

WITHDRAWAL OF LISTING OF THE SHARES. Upon the Scheme becoming effective, all the Scheme Shares will be cancelled (with the equivalent number of new Shares being simultaneously issued and credited as fully paid to the Offeror) and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Company will make an application to the Stock Exchange for the withdrawal of the listing of the Shares to be withdrawn from on the Stock Exchange in accordance with Rule 6.15 of the Listing Rules, with effect immediately following after the Effective Date. The Scheme Shareholders will be notified by way of an a public announcement of the exact dates of the last day for of dealing in the Shares and the day on which the Scheme and the withdrawal of the listing of the Shares on the Stock Exchange will become effective. A detailed timetable of the implementation of the Proposal will be included set out in the Scheme Document. IF THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES Subject to the requirements , which will also contain, among other things, further details of the Takeovers Code, the Scheme will lapse if any of the Pre- Condition or the Conditions has not been fulfilled or waived, as applicable, on or before the Long Stop DateScheme. If the Scheme is not approved or the Proposal otherwise lapses, the The listing of the Shares on the Stock Exchange will not be withdrawnwithdrawn if the Scheme is not approved or does not become effective. If the Scheme is withdrawn or not approved or the Proposal otherwise lapses, there are restrictions under the Takeovers Code on making subsequent offers, to the effect that neither the Offeror nor any person who acted in concert with it in the course of the Proposal (nor any person who is subsequently acting in concert with any of them) may, within 12 months from the date on which the Scheme is not approved or the Proposal otherwise lapses, announce an offer or possible offer for the Company, except with the consent of the Executive. If the Independent Board Committee or the Independent Financial Adviser does not recommend the Proposal, and the Scheme is not approved, all expenses incurred by the Company in connection therewith shall be borne by the Offeror in accordance with COSTS OF THE SCHEME Pursuant to Rule 2.3 of the Takeovers Code. OVERSEAS SHAREHOLDERS The making , if the Scheme is not approved and implementation of the Proposal to Scheme Shareholders who are is either not resident in Hong Kong may be affected recommended by the Applicable Laws of the relevant jurisdictions. Any Scheme Shareholders who are Independent Board Committee, or is not resident in Hong Kong should inform themselves about recommended as fair and observe any applicable legal and regulatory requirements in their own jurisdictions. It is the responsibility of any overseas Scheme Shareholders wishing to take any action in relation to the Proposal to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with the necessary formalities and the payment of any issue, transfer or other taxes due from such shareholder in such jurisdiction. Any acceptance reasonable by the Scheme Shareholders will be deemed to constitute a representation Independent Financial Adviser, all costs and warranty from such persons to the Offeror and expenses incurred by the Company and their respective advisers, including Xxxxxx Xxxxxxx, the financial adviser to Offeror in connection with the Scheme will be borne by the Offeror, that those laws and regulatory requirements have been complied with. If you are in doubt the Proposal is recommended by the Independent Board Committee, and is recommended as to your position, you should consult your professional advisers. In fair and reasonable by the event that the despatch or receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the directors of the Offeror or the Company regard as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the Company or their respective shareholders), the Scheme Document may not be despatched to such overseas Scheme Shareholders. For that purposeIndependent Financial Adviser, the Company and the Offeror have agreed that each party will apply for a waiver 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. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders. TAXATION ADVICE Scheme Shareholders are recommended to consult bear their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Proposal. It is emphasised that none of the Offerorcosts, persons acting in concert with the Offeror, the Company, Xxxxxx Xxxxxxx or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility (other than in respect of themselves, if applicable) for any taxation effects on, or liabilities of, any other persons as a result of their acceptance or rejection of the Proposalcharges and expenses. DESPATCH OF THE SCHEME DOCUMENT A The Company will send to the Shareholders a Scheme Document includingcontaining, among other things, further details of about the Proposal, the Scheme and the Joint Offeror Cooperation Arrangement, an explanatory statement as required under the Companies Act, the expected timetable relating to the Proposal, the recommendations of the Independent Board Committee, the a letter of advice from the Independent Financial Adviser to the Independent Board Committee, the recommendations of the Independent Board Committee and notices of to convene the Scheme Court Meeting and the SGM will be despatched to the Scheme Shareholders EGM, as soon as practicable and in compliance accordance with the requirements Takeovers Code, the Companies Law, the orders of the Takeovers Code Grand Court and Applicable Lawsother applicable laws and regulations. The Scheme Document will contain important information, information and the Disinterested Shareholders or Scheme Shareholders (as and the case may be) are urged to Optionholders should read the Scheme Document containing such disclosures carefully before casting any vote at (or providing any proxy in respect of) the Scheme Court Meeting or the SGMEGM or accepting the Option Offer (as the case may be). Any voting, acceptance or other response to the Proposal should be made on the basis of information in the Scheme Document or any other document by which the Proposal is made. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the date of this announcement, neither the Offeror nor any person acting in concert with it holds any Shares. As such, as at the date of this announcement, all Scheme Shareholders are Disinterested Shareholders, and all of the Scheme Shares will be voted on the Scheme at the Court Meeting. The Offeror will undertake to the Grand Court that it will be bound by the Scheme, so as to ensure that it will comply with and be subject to the terms and conditions of the Scheme. All Shareholders will be entitled to attend the EGM to vote on (a) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling the Scheme Shares; and (b) the ordinary resolution to (i) approve the increase in the issued share capital of the Company immediately thereafter to the amount prior to the cancellation of the Scheme Shares and apply the reserve created as a result of the aforesaid cancellation of the Scheme Shares to pay up in full at par 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 (ii) authorize any one of the Directors to do all acts and things considered by him or her to be necessary or desirable in connection with the implementation of the Scheme and to apply to the Stock Exchange for the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.

WITHDRAWAL OF LISTING OF THE SHARES. Upon the Scheme becoming effective, all the Scheme Shares will be cancelled (with the equivalent number of new Shares being simultaneously issued and credited as fully paid to the Offeror) and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Company will make an application to the Stock Exchange for the withdrawal of the listing of the Shares to be withdrawn from on the Stock Exchange in accordance with Rule 6.15 of the Listing Rules, with effect immediately following after the Effective Date. The Scheme Shareholders will be notified by way of an a public announcement of the exact dates of the last day for of dealing in the Shares and the day on which the Scheme and the withdrawal of the listing of the Shares on the Stock Exchange will become effective. A detailed timetable of the implementation of the Proposal will be included set out in the Scheme Document. IF THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES Subject to the requirements , which will also contain, among other things, further details of the Takeovers Code, the Scheme will lapse if any of the Pre- Condition or the Conditions has not been fulfilled or waived, as applicable, on or before the Long Stop DateScheme. If the Scheme is not approved or the Proposal otherwise lapses, the The listing of the Shares on the Stock Exchange will not be withdrawnwithdrawn if the Scheme is not approved or does not become effective. If the Scheme is withdrawn or not approved or the Proposal otherwise lapses, there are restrictions under the Takeovers Code on making subsequent offers, to the effect that neither the Offeror nor any person who acted in concert with it in the course of the Proposal (nor any person who is subsequently acting in concert with any of them) may, within 12 months from the date on which the Scheme is not approved or the Proposal otherwise lapses, announce an offer or possible offer for the Company, except with the consent of the Executive. If the Independent Board Committee or the Independent Financial Adviser does not recommend the Proposal, and the Scheme is not approved, all expenses incurred by the Company in connection therewith shall be borne by the Offeror in accordance with COSTS OF THE SCHEME Pursuant to Rule 2.3 of the Takeovers Code. OVERSEAS SHAREHOLDERS The making , if the Scheme is not approved and implementation of the Proposal to Scheme Shareholders who are is either not resident in Hong Kong may be affected recommended by the Applicable Laws of the relevant jurisdictions. Any Scheme Shareholders who are Independent Board Committee, or is not resident in Hong Kong should inform themselves about recommended as fair and observe any applicable legal and regulatory requirements in their own jurisdictions. It is the responsibility of any overseas Scheme Shareholders wishing to take any action in relation to the Proposal to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with the necessary formalities and the payment of any issue, transfer or other taxes due from such shareholder in such jurisdiction. Any acceptance reasonable by the Scheme Shareholders will be deemed to constitute a representation Independent Financial Adviser, all costs and warranty from such persons to the Offeror and expenses incurred by the Company and their respective advisers, including Xxxxxx Xxxxxxx, the financial adviser to Offeror in connection with the Scheme will be borne by the Offeror, that those laws and regulatory requirements have been complied with. If you are in doubt the Proposal is recommended by the Independent Board Committee, and is recommended as to your position, you should consult your professional advisers. In fair and reasonable by the event that the despatch or receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the directors of the Offeror or the Company regard as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the Company or their respective shareholders), the Scheme Document may not be despatched to such overseas Scheme Shareholders. For that purposeIndependent Financial Adviser, the Company and the Offeror have agreed that each party will apply for a waiver 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. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders. TAXATION ADVICE Scheme Shareholders are recommended to consult bear their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Proposal. It is emphasised that none of the Offerorcosts, persons acting in concert with the Offeror, the Company, Xxxxxx Xxxxxxx or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility (other than in respect of themselves, if applicable) for any taxation effects on, or liabilities of, any other persons as a result of their acceptance or rejection of the Proposalcharges and expenses. DESPATCH OF THE SCHEME DOCUMENT A The Company will send to the Shareholders a Scheme Document includingcontaining, among other things, further details of about the ProposalScheme, the Scheme and the Joint Offeror Cooperation Arrangement, an explanatory statement as required under the Companies Act, the expected timetable relating to the Proposal, the recommendations of the Independent Board Committee, the a letter of advice from the Independent Financial Adviser to the Independent Board Committee, the recommendations of the Independent Board Committee and notices of to convene the Scheme Court Meeting and the SGM will be despatched to the Scheme Shareholders as soon as practicable and possible in compliance accordance with the requirements of the Takeovers Code and Applicable Laws. The Scheme Document will contain important information, and the Disinterested Shareholders or Scheme Shareholders (as the case may be) are urged to read the Scheme Document carefully before casting any vote at (or providing any proxy in respect of) the Scheme Meeting or the SGMCode.