ALIBABA GROUP HOLDING LIMITED ALIBABA.COM - HKExnews

181 Pages·2012·1.57 MB·English

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this Scheme Document or as to the action to be taken, you should consult a
licensed securities dealer, or other registered institution in securities, a bank manager, solicitor, professional accountant,
or other professional advisor.
If you have sold or transferred all your shares in Alibaba.com Limited, you should at once hand this Scheme Document
and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered
institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser
or the transferee.
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 Scheme Document, 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 Scheme Document.

ALIBABA.COM LIMITED
ALIBABA GROUP HOLDING LIMITED
阿里巴巴網絡有限公司
(Incorporated in the Cayman Islands with limited liability)
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1688)
PROPOSED PRIVATIZATION OF ALIBABA.COM LIMITED
BY ALIBABA GROUP HOLDING LIMITED
BY WAY OF A SCHEME OF ARRANGEMENT
(UNDER SECTION 86 OF THE CAYMAN ISLANDS COMPANIES LAW)
Joint Financial Advisors to the Offeror
Financial Advisor to the Company Independent Financial Advisor to the
Independent Board Committee
SOMERLEY LIMITED
Unless the context requires otherwise, capitalized terms used in this Scheme Document are defined under the section
headed “Definitions” in Part I of this Scheme Document.
A letter from the Board is set out in Part IV of this Scheme Document. A letter from the Independent Board Committee,
containing its advice to the Independent Shareholders and Share Incentive Holders in connection with the Proposal
and the Share Incentives Offer is set out in Part V of this Scheme Document. A letter from Somerley Limited, being
the Independent Financial Advisor to the Independent Board Committee, containing its advice to the Independent
Board Committee in connection with the Proposal and the Share Incentives Offer, is set out in Part VI of this Scheme
Document. An Explanatory Statement regarding the Scheme is set out in Part VII of this Scheme Document.
The actions to be taken by the Shareholders and the Share Incentive Holders are set out in Part II of this Scheme
Document.
Notices convening the Court Meeting to be held at 9:00 a.m. on May 25, 2012 and the Extraordinary General Meeting
to be held either at 9:30 a.m. on May 25, 2012 or immediately after the conclusion or the adjournment of the Court
Meeting are set out in Appendix IV and Appendix V to this Scheme Document respectively. Whether or not you are able
to attend the Court Meeting and/or the Extraordinary General Meeting or any adjournment thereof, you are strongly
urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white
form of proxy in respect of the Extraordinary General Meeting, in accordance with the instructions printed thereon, and
to lodge them at the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor
Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but
in any event not later than the respective times and dates as stated under Part II – Actions to be taken of this Scheme
Document. If the pink form of proxy is not so lodged, it may also be handed to the Chairman of the Court Meeting at the
Court Meeting.
This Scheme Document is issued jointly by Alibaba.com Limited and Alibaba Group Holding Limited.
The English language texts of this Scheme Document, the Share Incentives Offer Letter and the Forms of
Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation.
April 24, 2012
Notice to US holders of Alibaba.com Shares
The Proposal is being made to acquire the securities of a Cayman Islands company
by means of a scheme of arrangement provided for under the Cayman Islands Companies
Law. A transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules of the US Exchange Act. Accordingly, the Proposal is subject to disclosure
requirements and practices applicable in the Cayman Islands and Hong Kong to schemes of
arrangement which differ from the disclosure requirements of the US tender offer rules. The
financial information included in this Scheme Document has been prepared in accordance with
International Financial Reporting Standards and thus may not be comparable to the financial
information of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles of the United States.
The receipt of cash pursuant to the Proposal by a US holder of Shares as consideration
for the cancellation of its Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and local, as well as foreign and
other tax laws. Each holder of Shares is urged to consult his/her independent professional
advisor immediately regarding the tax consequences of the Proposal applicable to him/her.
It may be difficult for US holders of Shares to enforce their rights and claims arising out
of the US federal securities laws, since the Offeror and the Company are located in a country
other than the United States, and some or all of their officers and directors may be residents of
a country other than the United States. US holders of Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the US securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to subject themselves
to a US court’s judgment.
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TABLE OF CONTENTS
Page
PART I – DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PART II – ACTIONS TO BE TAKEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART III – EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART IV – LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART V – LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . 21
PART VI – LETTER FROM THE INDEPENDENT FINANCIAL ADVISOR. . . . . . . . . 23
PART VII – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
APPENDIX I – FINANCIAL INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . 83
APPENDIX II – GENERAL INFORMATION ON THE COMPANY
AND THE OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
APPENDIX III – SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
APPENDIX IV – NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
APPENDIX V – NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . 170
APPENDIX VI – FORM OF SHARE INCENTIVES OFFER LETTER. . . . . . . . . . . . . . . . . 172
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PART I – DEFINITIONS
In this Scheme Document, the following expressions have the meanings set out below
unless the context requires otherwise:
“acting in concert” has the meaning ascribed to it in the Hong Kong Takeovers
Code
“Announcement” the announcement dated February 21, 2012, issued jointly
by the Offeror and the Company in relation to the Proposal
“Announcement Date” February 21, 2012, being the date of the Announcement
“associates” has the meaning ascribed to it in the Hong Kong Takeovers
Code
“Beneficial Owner” any beneficial owner of Shares
“Board” the board of directors of the Company
“Business Day” a day (other than a Saturday) on which banks are generally
open for business in Hong Kong
“Cancellation Price” the cancellation price of HK$13.50 per Scheme Share
payable in cash by the Offeror to the Scheme Shareholders
pursuant to the Scheme
“Cayman Islands Companies the Companies Law (2011 revision), as consolidated and
Law” revised, of the Cayman Islands
“Cayman Islands Grand Court” the Grand Court of the Cayman Islands
“CCASS” the Central Clearing and Settlement System established and
operated by HKSCC
“Company” or “Alibaba.com” Alibaba.com Limited, an exempted company incorporated in
the Cayman Islands with limited liability, the ordinary shares
of which are currently listed on the Main Board of the Hong
Kong Stock Exchange (stock code: 1688)
“Conditions” the conditions (or any of them) to the implementation of the
Proposal and the Scheme as set out in the section headed
“Conditions of the Proposal and the Scheme” under Part VII
– Explanatory Statement of this Scheme Document
“Conditions Long Stop Date” means June 20, 2012 the date which is 120 days after the
Announcement Date or, subject to applicable laws and
regulations, such later date as the Offeror and the Company
may agree or, to the extent applicable, as the Cayman
Islands Grand Court may direct
“Court Meeting” a meeting of the Scheme Shareholders convened at the
direction of the Cayman Islands Grand Court at which the
Scheme will be voted upon, which is to be held at Grand
Ballroom, Grand Hyatt Hong Kong, 1 Harbour Road,
Wanchai, Hong Kong at 9:00 a.m. on May 25, 2012, notice
of which is set out in Appendix IV to this Scheme Document,
or any adjournment thereof
“Credit Suisse” Credit Suisse (Hong Kong) Limited, a joint financial advisor
to the Offeror in connection with the Proposal
“Deutsche Bank” Deutsche Bank AG, Hong Kong Branch, a joint financial
advisor to the Offeror in connection with the Proposal
“Director(s)” the director(s) of the Company
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PART I – DEFINITIONS
“Effective Date” the date on which the Scheme, if approved and sanctioned
by the Cayman Islands Grand Court, becomes effective
in accordance with its terms and the Cayman Islands
Companies Law, being the date on which a copy of the
order of the Cayman Islands Grand Court sanctioning
the Scheme and confirming the reduction of issued share
capital resulting from the cancellation of the Scheme Shares
is delivered to the Registrar of Companies in the Cayman
Islands for registration pursuant to section 86(3) of the
Cayman Islands Companies Law, and which is expected to
be June 19, 2012 (Cayman Islands time)
“Executive” the Executive Director of the Corporate Finance Division
of the Securities and Futures Commission or any delegate
thereof
“Executive Directors” Mr. LU Zhaoxi, Jonathan, Ms. WU Wei, Maggie and Mr. YE
Peng
“Explanatory Statement” the explanatory statement set out in Part VII of this Scheme
Document and issued in compliance with the Rules of the
Grand Court of the Cayman Islands 1995 (revised)
“Extraordinary General Meeting” the extraordinary general meeting of the Company to
be held at Grand Ballroom, Grand Hyatt Hong Kong, 1
Harbour Road, Wanchai, Hong Kong at 9:30 a.m. on May
25, 2012 (or immediately after the Court Meeting convened
on the same day and place shall have been concluded or
adjourned), notice of which is set out in Appendix V to this
Scheme Document, or any adjournment thereof
“Form(s) of Acceptance” the form(s) of acceptance dispatched to Share Incentive
Holders in connection with the Share Incentives Offer
“Group” the Company and its subsidiaries
“HiChina” HiChina Group Limited (formerly known as China Civilink
(Cayman)), a subsidiary of the Company incorporated in the
Cayman Islands with limited liability which operates in the
PRC through its wholly-owned subsidiary Beijing HiChina
Zhicheng Technology Co., Ltd.(北京萬網志成科技有限公司)
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Hong Kong Takeovers Code” the Code on Takeovers and Mergers of Hong Kong
“HSBC” The Hongkong and Shanghai Banking Corporation Limited,
the financial advisor to the Company in connection with
the Proposal. HSBC is a registered institution under the
Securities and Futures Ordinance (Cap. 571 of the Laws
of Hong Kong), registered to conduct Type 1 (dealing in
securities), Type 2 (dealing in futures contracts), Type
4 (advising on securities), Type 5 (advising on futures
contracts) and Type 6 (advising on corporate finance)
regulated activities and a licensed bank under the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)
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PART I – DEFINITIONS
“Independent Board Committee” the independent board committee of the Company,
comprising Mr. NIU Gen Sheng and Mr. KWAUK Teh Ming
Walter, established by the Board to make a recommendation
to the Independent Shareholders and the Share Incentive
Holders in respect of the Proposal and the Share Incentives
Offer respectively
“Independent Financial Advisor” Somerley Limited, the independent financial advisor to
or “Somerley” the Independent Board Committee in connection with the
Proposal and the Share Incentives Offer
“Independent Shareholder(s)” Shareholder(s) other than the Offeror and the Offeror
Concert Parties
“Investor Participant” a person admitted to participate in CCASS as an investor
participant
“Last Trading Day” February 8, 2012, being the last trading day prior to the date
of suspension of trading in the Shares on the Hong Kong
Stock Exchange pending the issuance of the Announcement
“Latest Incentives Vesting Date” 4:30 p.m. on April 30, 2012, being the expected latest date
upon which RSUs, Offeror RSUs and Share Awards must
vest in order for Share Incentive Holders to be entitled to
vote at the Court Meeting and the Extraordinary General
Meeting and to qualify for entitlements under the Scheme
“Latest Options Exercise Date” 4:30 p.m. on June 8, 2012, being the expected latest
date upon which holders must lodge notices of exercise
(accompanied by full payment) of their Share Options and
Offeror Share Options in order for Share Incentive Holders
to qualify for entitlements under the Scheme
“Latest Practicable Date” April 20, 2012, being the latest practicable date for
ascertaining certain information contained in this Scheme
Document
“Meeting Record Date” 4:30 p.m. (Hong Kong time) on May 15, 2012, or such other
date as shall have been announced to the Shareholders,
being the record date for the purpose of determining the
entitlement of Scheme Shareholders to attend and vote at
the Court Meeting and the entitlement of Shareholders to
attend and vote at the Extraordinary General Meeting
“Offeror” Alibaba Group Holding Limited, a company incorporated in
the Cayman Islands with limited liability and a substantial
shareholder of the Company
“Offeror Concert Parties” parties acting in concert with the Offeror according to
the definition of “acting in concert” under the Hong Kong
Takeovers Code
“Offeror Group” the Offeror and its subsidiaries, other than members of the
Group
“Offeror Incentive(s)” the Offeror Share Options and the Offeror RSUs
“Offeror Share Option(s)” the outstanding, vested and unvested, share option(s)
granted by the Offeror which relate to Shares held by the
Offeror
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PART I – DEFINITIONS
“Offeror Share Option the amount by which the Cancellation Price exceeds the
Offer Price” relevant exercise price of that Offeror Share Option (or,
where the relevant exercise price exceeds the Cancellation
Price, a nominal amount of HK$0.05 per 500 Offeror Share
Options or part thereof), payable in cash by the Offeror to
the holder of that Offeror Share Option on the terms and
subject to the conditions of the Share Incentives Offer
“Offeror RSU(s)” the outstanding restricted share unit(s) granted by the
Offeror in respect of Shares held by the Offeror
“Offeror RSU Offer Price” HK$13.50 per Offeror RSU, being the consideration payable
in cash by the Offeror to the holders of Offeror RSUs on the
terms and subject to the conditions of the Share Incentives
Offer
“Other CCASS Participant” a broker, custodian, nominee or other relevant person who
is, or has deposited Shares with, a CCASS participant
“Possible Yahoo! Transaction” the possible restructuring of Yahoo!’s holdings in the Offeror
“PRC” the People’s Republic of China, but for the purpose of
this Scheme Document, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan
“Proposal” the proposal for the privatization of the Company by the
Offeror by way of the Scheme
“Record Date” 4:30 p.m. (Hong Kong time) on June 19, 2012, or such
other time and date as shall have been announced to the
Shareholders, being the record date for the purpose of
determining the entitlements of the Scheme Shareholders to
the Cancellation Price under the Scheme
“Registered Owner” any owner of Shares (including without limitation a nominee,
trustee, depositary or any other authorized custodian
or third party) entered in the register of members of the
Company
“Relevant Authorities” appropriate governments and/or governmental bodies,
regulatory bodies, courts or institutions
“Resolutions” (i) the resolution to approve the Scheme to be considered
at the Court Meeting; and (ii) the special resolution to
approve and give effect to, among other things, the
reduction of the share capital of the Company by cancelling
and extinguishing the Scheme Shares and to immediately
restore the issued share capital of the Company to its
former amount by the issue of the same number of
Shares as the number of Scheme Shares cancelled and
extinguished, credited as fully paid, for issuance to the
Offeror to be considered at the Extraordinary General
Meeting
“RMB” Renminbi, the lawful currency of the PRC
“Rothschild” Rothschild (Hong Kong) Limited, a joint financial advisor to
the Offeror in connection with the Proposal
“RSU(s)” the outstanding restricted share unit(s) granted under the
RSU Scheme
“RSU Offer Price” HK$13.50 per RSU, being the consideration payable in cash
by the Offeror to the holders of RSUs on the terms and
subject to the conditions of the Share Incentives Offer
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PART I – DEFINITIONS
“RSU Scheme” the restricted share unit scheme adopted by the Company
on October 12, 2007, amended on May 5, 2008 and on
December 10, 2010
“SAFE” State Administration of Foreign Exchange
“Scheme” the scheme of arrangement under Section 86 of the Cayman
Islands Companies Law set out in Appendix III – Scheme
of Arrangement to this Scheme Document (subject to any
modifications or additions or conditions as may be approved
or imposed by the Cayman Islands Grand Court and agreed
to by the Offeror), involving, among other matters, the
cancellation of all the Scheme Shares and the restoration of
the share capital of the Company to the amount immediately
before cancellation of the Scheme Shares
“Scheme Document” this composite document, including each of the letters,
statements, appendices and notices in it
“Scheme Share(s)” Share(s) other than those held by the Offeror, Alibaba Group
Treasury Limited and Direct Solutions Management Limited
as at the Record Date
“Scheme Shareholder(s)” holder(s) of Scheme Shares as at the Record Date
“Securities and Futures Securities and Futures Commission of Hong Kong
Commission”
“Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the
Ordinance” Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.0001 each in the share capital of
the Company
“Share Award(s)” the outstanding share award(s) granted under the Share
Award Scheme from time to time
“Share Award Offer Price” HK$13.50 per Share Award, being the consideration
payable in cash by the Offeror to the holders of Share
Awards on the terms and subject to the conditions of the
Share Incentives Offer
“Share Award Scheme” the share award scheme adopted by the Company on
August 10, 2010 and amended on November 10, 2010
“Shareholder(s)” registered holder(s) of Shares
“Share Incentive(s)” Share Options, RSUs, Share Awards, Offeror Share Options
and/or Offeror RSUs
“Share Incentive Holder(s)” holder(s) of any Share Incentive(s)
“Share Incentives Offer” the offer to be made by or on behalf of the Offeror to the
Share Incentive Holders (in respect of (i) their holdings
of unvested Share Incentives as at the Share Incentives
Record Date and (ii) their holdings of Share Incentives
which have vested before the Share Incentives Record Date
but whose underlying Shares are not registered in the name
of the relevant holder (or in the name of its nominee) before
the Record Date)
5
PART I – DEFINITIONS
“Share Incentives Offer Letter” the letter dated April 24, 2012 setting out the terms and
conditions of the Share Incentives Offer sent separately to
the Share Incentive Holders and substantially in the form set
out in Appendix VI to this Scheme Document
“Share Incentives Record Date” 4:30 p.m. (Hong Kong time) on June 19, 2012, or such
other time and date as shall have been announced to the
Shareholders, being the record date for the purpose of
determining entitlements under the Share Incentives Offer
“Share Option(s)” the outstanding, vested and unvested, share option(s)
granted by the Company under the Share Option Scheme
from time to time
“Share Option Offer Price” the amount by which the Cancellation Price exceeds the
relevant exercise price of that Share Option (or, where the
relevant exercise price exceeds the Cancellation Price, a
nominal amount of HK$0.05 per 500 Share Options or part
thereof), payable in cash by the Offeror to the holder of that
Share Option on the terms and subject to the conditions of
the Share Incentives Offer
“Share Option Scheme” the share option scheme adopted by the Company on
October 12, 2007 and amended on December 10, 2010
“Softbank” SOFTBANK CORP., a substantial shareholder of the Offeror
“trading day” a day on which the Hong Kong Stock Exchange is open for
the business of dealings in securities
“US” or “United States” United States of America
“US Exchange Act” the US Securities Exchange Act 1934, as amended
“Yahoo!” Yahoo! Inc., a substantial shareholder of the Offeror
All references in this Scheme Document to times and dates are references to Hong Kong
times and dates, except as otherwise specified and other than references to the expected
date of the Cayman Islands Grand Court hearing of the petition to sanction the Scheme and to
confirm the capital reduction and the Effective Date, which are the relevant dates in the Cayman
Islands. For reference only, Cayman Islands time is 13 hours behind Hong Kong time as at the
date of this Scheme Document.
In Appendix I to this Scheme Document, the translation of Renminbi amounts into Hong
Kong dollars has been made at the rate of RMB0.8812 to HK$1.0000 for the year ended
December 31, 2009; RMB0.8714 to HK$1.0000 for the year ended December 31, 2010 and
RMB0.8300 to HK$1.0000 for the year ended December 31, 2011.
6
PART II – ACTIONS TO BE TAKEN
ACTIONS TO BE TAKEN BY SHAREHOLDERS
For the purpose of determining the entitlements of Scheme Shareholders to attend and
vote at the Court Meeting and of the Shareholders to attend and vote at the Extraordinary
General Meeting, the register of members of the Company will be closed from May 11, 2012
to May 15, 2012 (both days inclusive) and during such period, no transfer of Shares will be
effected. In order to qualify to vote at the Court Meeting and the Extraordinary General Meeting,
all transfers accompanied by the relevant share certificates must be lodged with Computershare
Hong Kong Investor Services Limited, the Company’s branch share registrar and transfer office
in Hong Kong at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong before 4:30 p.m. (Hong Kong time) on May 10, 2012.
A pink form of proxy for use at the Court Meeting and a white form of proxy for use at the
Extraordinary General Meeting are enclosed with copies of this Scheme Document sent to the
Registered Owners.
Whether or not you are able to attend the Court Meeting and/or the Extraordinary General
Meeting, if you are a Scheme Shareholder, we strongly urge you to complete and sign the
enclosed pink form of proxy in respect of the Court Meeting, and if you are a Shareholder,
we strongly urge you to complete and sign the enclosed white form of proxy in respect of the
Extraordinary General Meeting, in accordance with the instructions printed thereon, and to
lodge them at the office of the Company’s branch share registrar in Hong Kong, Computershare
Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East,
Wanchai, Hong Kong. In order to be valid, the pink form of proxy for use at the Court
Meeting should be lodged not later than 9:00 a.m. on May 23, 2012 or be handed to the
Chairman of the Court Meeting at the Court Meeting, and the white form of proxy for use
at the Extraordinary General Meeting should be lodged not later than 9:30 a.m. on May
23, 2012. If the pink form of proxy is not so lodged, it may also be handed to the Chairman of
the Court Meeting at the Court Meeting. The completion and return of a form of proxy for the
Court Meeting and/or the Extraordinary General Meeting will not preclude you from attending
and voting in person at the relevant meeting. In such event, the returned form of proxy will be
deemed to have been revoked.
If you do not appoint a proxy and you do not attend and vote at the Court Meeting and/or
the Extraordinary General Meeting, you will still be bound by the outcome of the Court Meeting
and the Extraordinary General Meeting if, among other things, the Resolutions are passed
by the requisite majorities of Scheme Shareholders or Shareholders (as the case may be).
We therefore strongly urge you to attend and vote at the Court Meeting and the Extraordinary
General Meeting in person or by proxy.
The Company will make an announcement in relation to the results of the Court Meeting
and the Extraordinary General Meeting on May 25, 2012. If all the Resolutions are passed at
those meetings, the Company will make further announcements of the results of the hearing of
the petition to, among other things, sanction the Scheme by the Cayman Islands Grand Court
and, if the Scheme is sanctioned, the Record Date, the Effective Date and the date of withdrawal
of the listing of the Shares on the Hong Kong Stock Exchange.
ACTIONS TO BE TAKEN BY HOLDERS THROUGH TRUST OR CCASS
The Company will not recognize any person as holding any Shares through any trust. If
you are a Beneficial Owner whose Shares are held upon trust by, and registered in the name of,
a Registered Owner (other than HKSCC Nominees Limited), you should contact the Registered
Owner and provide the Registered Owner with instructions in relation to the manner in which
your Shares should be voted at the Court Meeting and/or the Extraordinary General Meeting.
Such instructions should be given in advance of the aforementioned latest time for the lodgment
of forms of proxy in respect of the Court Meeting and the Extraordinary General Meeting in order
to provide the Registered Owner with sufficient time to accurately complete and submit his, her
or its proxy. To the extent that any Registered Owner requires instructions from any Beneficial
Owner in advance of the aforementioned latest time for the lodgment of forms of proxy in respect
of the Court Meeting and the Extraordinary General Meeting, any such Beneficial Owner should
comply with the requirements of the Registered Owner.
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