Reference is made to the prospectus (the “Prospectus”) issued by Sinopec Kantons Holdings Limited (the “Company”) dated 2 March 2012 in relation to the Rights Issue. Terms defined in the Prospectus shall bear the same meanings herein unless the context requires otherwise.
THIS EXCESS APPLICABLE FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS EXCESS APPLICABLE FORM AND THE ACCOMPANYING PROVISIONAL ALLOTMENT LETTER EXPIRES AT 4:00 P.M. ON
FRIDAY, 16 MARCH 2012.
IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS EXCESS APPLICABLE FORM, OR AS TO THE ACTION TO BE TAKEN, OR IF YOU HAVE SOLD ALL OR PART OF YOUR SHARES OF THE COMPANY, YOU SHOULD CONSULT YOUR STOCK BROKER OR OTHER REGISTERED
DEALER IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.
A copy of this form, together with a copy of the Prospectus, a copy of the provisional allotment letter and the documents specified in the paragraph headed “Documents delivered and to be delivered to the Registrars of Companies” in Appendix III to the Prospectus, have been
registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies Ordinance and filed with the Registrar of Companies in Bermuda pursuant to the Companies Act 1981 of Bermuda. The Registrar of Companies in Hong Kong, the Registrar of
Companies in Bermuda, the Stock Exchange and the Securities and Futures Commission of Hong Kong take no responsibility as to the contents of any of these documents.
Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this excess application form, 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 excess application form.
Subject to the granting of the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange, and compliance with the stock admission requirements of HKSCC. the Rights Shares in their nil-paid and fully-paid forms will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by
HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures
in effect from time to time.
EXISTING SHARES HAVE BEEN DEALT IN ON AN EX-RIGHTS BASIS FROM Monday, 27 FEBRUARY 2012 AND THE RIGHTS SHARES ARE EXPECTED TO BE DEALT WITH IN THEIR NIL-PAID FORM FROM Tuesday, 6 MARCH 2012 TO TUESDAY, 13 MARCH 2012, BOTH DAYS
INCLUSIVE. THE RIGHTS ISSUE IS SUBJECT TO, AMONG OTHER THINGS, THE FULFILMENT OR WAIVER OF THE CONDITIONS SET OUT IN THE PARAGRAPH HEADED “‘CONDITIONS OF THE UNDERWRITING AGREEMENT’” IN THE PROSPECTUS. IN PARTICULAR, IT IS SUBJECT
TO THE UNDERWRITING AGREEMENT NOT BEING TERMINATED IN ACCORDANCE WITH ITS TERMS. ACCORDINGLY, THE RIGHTS ISSUE MAY OR MAY NOT PROCEED. ANY PERSON CONTEMPLATING BUYING OR SELLING SHARES OR NIL-PAID RIGHTS SHARES UP TO THE
DATE ON WHICH ALL THE CONDITIONS OF THE RIGHTS ISSUE ARE FULFILLED WILL ACCORDINGLY BEAR THE RISK THAT THE RIGHTS ISSUE MAY NOT BECOME UNCONDITIONAL OR MAY NOT PROCEED. SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD THEREFORE
EXERCISE CAUTION WHEN DEALING IN THE SHARES OR NIL-PAID RIGHTS SHARES, AND IF THEY ARE IN ANY DOUBT ABOUT THEIR POSITION, THEY ARE RECOMMENDED TO CONSULT THEIR PROFESSIONAL ADVISER. IT SHOULD BE NOTED THAT THE UNDERWRITING
AGREEMENT CONTAINS PROVISIONS ENTITLING THE UNDERWRITER TO TERMINATE ITS OBLIGATIONS ON THE OCCURRENCE OF CERTAIN EVENTS INCLUDING FORCE MAJEURE. THESE TERMINATION EVENTS ARE SET OUT IN THE SECTION HEADED “TERMINATION OF THE
UNDERWRITING AGREEMENT” IN THE PROSPECTUS. IF THE UNDERWRITING AGREEMENT IS TERMINATED, THE RIGHTS ISSUE WILL NOT PROCEED.
The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 16 March 2012. The procedures for acceptance or transfer of the Rights Shares are set out in the Prospectus. Terms defined in the Prospectus have the same meanings when adopted
herein unless the context otherwise requires.
THIS FORM IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
SINOPEC KANTONS HOLDINGS LIMITED
Hong Kong branch share registrar and transfer office
(Incorporated in Bermuda with limited liability)
(Stock Code: 934)
RIGHTS ISSUE OF 1,036,830,000 RIGHTS SHARES AT
HK$3.37 EACH ON THE BASIS OF ONE (1) RIGHTS SHARE FOR
EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE
PAYABLE IN FULL ON ACCEPTANCE BY NO LATER THAN
Name(s) and address of Qualifying Shareholder(s)
4:00 P.M. ON FRIDAY, 16 MARCH 2012
EXCESS APPLICATION FORM
Application can only be made by theShareholder(s) named here.
I/We, being the registered holder(s) named above of Shares, hereby irrevocably apply for
excess Rights Share(s) at the issue price of HK$3.37 per Rights Share under the Rights Issue in respect of which I/we
enclose a separate remittance in favour of “Sinopec Kantons Holdings Limited — Excess Application Account
” and crossed “Account Payee Only
” issued for HK$
being payment in full on application for the
aforementioned number of excess Rights Shares and I/we hereby request you to allot such excess Rights Shares applied for, or any lesser number, to me/us and to send by ordinary post at my/our risk to the address shown above my/our share certificate(s) for the number of additional Rights Shares (if any) as may be allotted to me/us in respect of this application and/or a cheque for any application money refundable to me/us. I/We understand that allotments in respect of this application shall be made on a fair and equitable basis on the following principles: (i) preference will be given to applications for less than a board lot of Rights Shares where they appear to the Directors that such applications are made to round up odd-lot holdings to whole-lot holdings and that such applications are not made with intention to abuse this mechanism; and (ii) subject to the availability of excess Rights Shares after allocation under principle (i) above, the excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of excess Rights Shares applied by them (i.e. Qualifying Shareholders applying for smaller number of Rights Shares are allocated with a higher percentage of successful application but will receive less number of Rights Shares; whereas Qualifying Shareholders applying for larger number of Rights Shares are allocated with a smaller percentage of successful application but will receive greater number of Rights Shares) and with board lot allocations to be made on best effort basis. I/we acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for.
I/We, hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Prospectus and subject to the memorandum of association and bye-laws of the Company. In respect of any additional Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.
Signature(s) of applicant(s) (all joint applicants must sign)
This form should be completed in full and lodged, together with payment as to HK$3.37 per Rights Share for the number of excess Rights Shares applied for, with the Registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28
Queen’s Road East, Wanchai, Hong Kong, so as to be received by not later than 4:00 p.m. on Friday, 16 March 2012. All remittances must be made in Hong Kong dollars and cheques must be drawn on a bank account with, or cashier
orders must be issued by, a licensed bank in Hong Kong and made payable to “Sinopec Kantons Holdings Limited — Excess Application Account
” and crossed “Account Payee Only
”. All enquiries in connection with this form of
application for excess Rights Shares should be addressed to the Registrar at the above address.
All cheques or cashier orders will be presented for payment immediately upon receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of this form of application for excess Rights Shares together with a cheque or cashier order in payment for the Rights Shares applied for will constitute a warranty and representation by the applicant(s) that the cheque or cashier order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any application for excess Rights Shares in respect of which the accompanying cheque or cashier order is dishonoured on first presentation.
Save as described in the paragraph headed “Qualifying Shareholders” in the Prospectus, no action (including registration or filing under any applicable legislation of any jurisdiction other than Hong Kong and Bermuda) has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus, the related provisional allotment letter and this form of application for excess Rights Shares in any territory or jurisdiction other than Hong Kong or Bermuda.
No person receiving a copy of the Prospectus or a provisional allotment letter or this form of application for excess Rights Shares in any territory or jurisdiction outside Hong Kong or Bermuda may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant territory or jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements. It is the responsibility for any person (including but not limited to nominee, agent and trustee) wishing to make on his/her/its behalf an application for the excess Rights Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of all relevant territories or jurisdictions, including the obtaining of any governmental or other consents, and to pay taxes and duties required to be paid in such territory or jurisdiction in connection therewith. Any acceptance of the Rights Shares or any application for excess Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that the laws and requirements of the relevant territory or jurisdiction have been fully complied with. If you are in doubt about your position, you should consult your own professional advisers. No application for excess Rights Shares will be accepted from Non-Qualifying Shareholders. The Company reserves the rights to refuse to accept any application for excess Rights Shares where it believes that acceptance would violate the applicable securities or other laws or regulations of any territory or jurisdiction.
By completing, signing and submitting this Excess Application Form, each subscriber of Rights Shares being offered and sold outside the US hereby represents and warrants to the Company and the Underwriter and to any person acting on their behalf: (i) is not within the United States; (ii) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Nil Paid Rights or the Rights Shares; (iii) is not purchasing or taking up the Nil Paid Rights or subscribing for or accepting Rights Shares for the account of any person who is located in the United States; and (iv) is not acquiring the Nil Paid Rights or the Rights Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Nil Paid Rights or Rights Shares into the United States or any other jurisdiction referred to in (ii) above.
You will be notified by the Registrar of any allotment of excess Rights Shares made to you. If no excess Rights Shares is allotted to you, a refund cheque for the full amount tendered on application (without interest) will be posted to you, at your registered address, at your own risk and, if the number of excess Rights Shares allotted to you is less than the number applied for, a cheque for the surplus application monies (without interest) will be posted to you, at your registered address, at your own risk. Such posting is expected to take place on or before Friday, 23 March 2012. Any such cheque will be drawn in favour of the person(s) named on this form. It is expected that share certificates in respect of the Rights Shares will be posted at your own risk on or before Friday, 23 March 2012.
This excess application form and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong. All documents, including cheques for amounts due, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto.
A SEPARATE CHEQUE OR CASHIER ORDER MUST ACCOMPANY EACH APPLICATION
NO RECEIPT WILL BE GIVEN
For office use only
No. of excess Rights Shares applied for
Amount paid on application
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_______________________________________________________________________________________________________________________________________________SCHERING CORPORATION, SCHERING-PLOUGH CORPORATION, VICTORIA L. McGILLS, R.N. ________________________________________________________________________On appeal from the Circuit Court of Cook County, Illinois,County Department, Law Division, No. 04 L 902