Justificación del estudio

(a) Subject to the condition of the Offers as set out in the paragraph headed “Condition of the Offers” in the “Letter from Halcyon Securities” in this Composite Document, acceptance of the Offers tendered by the Independent Shareholders and the Independent Optionholders, as the case may be, shall be irrevocable and cannot be withdrawn, except in the circumstances set out in sub-paragraph (b) below or in compliance with Rule 17 of the Takeovers Code which provides that an acceptor shall be entitled to withdraw his acceptances within 21 days from the First Closing Date, if the Offers have not by then become unconditional as to acceptances.

(b) In circumstances set out in Rule 19.2 of the Takeovers Code, which provides that if the Offeror is unable to comply with any of the requirements of Rule 19 of the Takeovers Code, the Executive may require that the Independent Shareholders and the Independent Optionholders who have tendered acceptances to the Offers be granted a right of withdrawal on terms that are acceptable to the Executive until the requirements set out in that paragraph are met.

7. GENERAL

(a) All communications, notices, Form(s) of Acceptance, certificates of Shares or Share Options (if any), transfer receipts, other documents of title (and/or any satisfactory indemnity or indemnities required in respect thereof) and remittances to settle the consideration payable under the Offers to be delivered by or sent to or from the Independent Shareholders and the Independent Optionholders will be delivered by or sent to or from them, or their designated agents by post at their own risk, and none of the Company, the Offeror, Halcyon Capital, Halcyon Securities, Veda Capital, the Registrar nor any of their respective directors, officers, agents or professional advisers or other parties involved in the Offers accepts any liability for any loss or delay in postage or any other liabilities that may arise as a result thereof.

(b) The provisions set out in the accompanying Form(s) of Acceptance form part of the terms and conditions of the Offers.

(c) The accidental omission to despatch this Composite Document and/or Form(s) of Acceptance or any of them to any person to whom the Offers are made will not invalidate the Offers in any way.

(d) The Offers and all acceptances are governed by and shall be construed in accordance with the laws of Hong Kong.

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APPENDIX I FURTHER TERMS OF THE OFFERS

(e) Due execution of the Form(s) of Acceptance will constitute an authority to the Offeror, Halcyon Securities or such person or persons as the Offeror may direct to complete, amend and execute any document on behalf of the person or persons accepting the Offers and to do any other act that may be necessary or expedient for the purposes of vesting in the Offeror, or such person or persons as it may direct, the Offer Shares and the Share Options (as the case may be) in respect of which such person or persons has/have accepted the Offers.

(f) Acceptance of the Offers by any person or persons will be deemed to constitute a warranty by such person or persons to the Offeror that the Offer Shares acquired under the Share Offer, and the Share Options accepted and cancelled under the Option Offer, are sold by such person or persons free from all liens, charges, options, claims, equities, adverse interests, third party rights or encumbrances whatsoever and together with all rights accruing or attaching thereto including the rights to receive all future dividends or other distributions declared, paid or made on the Offer Shares, on or after the date of the Joint Announcement.

(g) References to the Offers in this Composite Document and the Form(s) of Acceptance shall include any revision and/or extension thereof.

(h) The making of the Offers to the Overseas Shareholders and the Overseas Optionholders may be prohibited or affected by the laws of the relevant jurisdictions. The Overseas Shareholders and the Overseas Optionholders should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of each Overseas Shareholder and Overseas Optionholder who wishes to accept the Offers to satisfy himself/

herself/itself as to the full observance of the laws and regulations of all relevant jurisdictions in connection therewith, including, but not limited to the obtaining of any governmental, exchange control or other consents and any registration or filing which may be required and the compliance with all necessary formalities, regulatory and/or legal requirements. Such Overseas Shareholders and Overseas Optionholders shall be fully responsible for the payment of any transfer or other taxes and duties due by such Overseas Shareholders or Overseas Optionholders in respect of the relevant jurisdictions. The Overseas Shareholders and the Overseas Optionholders are recommended to seek professional advice on deciding whether or not to accept the Offers.

(i) Acceptance of the Offers by any person will be deemed to constitute a representation and warranty from such person that such person is permitted under, and has complied with, all applicable laws and regulations to receive and accept the Offers, and any revision thereof, and such acceptance is valid and binding in accordance with all applicable laws and regulations. Any such person will be responsible for any such issue, transfer and other applicable taxes or other governmental payments payable by such person.

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APPENDIX I FURTHER TERMS OF THE OFFERS

(j) Subject to the Takeovers Code, the Offeror reserves the right to notify any matter (including the making of the Offers) to all or any Independent Shareholders and Independent Optionholders with registered address(es) outside Hong Kong or whom the Offeror or Halcyon Securities knows to be nominees, trustees or custodians for such persons by announcement in which case such notice shall be deemed to have been sufficiently given notwithstanding any failure by any such Independent Shareholders or Independent Optionholders to receive or see such notice, and all references in this Composite Document to notice in writing shall be construed accordingly.

(k) In making their decision, the Independent Shareholders and the Independent Optionholders must rely on their own examination of the Offeror, the Group and the terms of the Offers, including the merits and risks involved. The contents of this Composite Document, including any general advice or recommendation contained herein, together with the Form(s) of Acceptance shall not be construed as any legal or business advice on the part of the Offeror, the Company or Halcyon Securities or their respective professional advisers. The Independent Shareholders and Independent Optionholders should consult their own professional advisers for professional advice.

(l) The English texts of this Composite Document and the Forms of Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation in case of inconsistency.

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