UOB KAY HIA PRIVATE LIMITED

Transcription

1 UOB KAY HIA PRIVATE LIMITED COMPANY REGISTRATION NUMBER: W 8 ANTHONY ROAD, #01-01, SINGAPORE TEL: (65) HU A CABLE HOLDI GS LTD. 2 D TDR PROGRAMME APPLICATIO FORM FOR SHAREHOLDERS UOBKH TRADING ACCOUNT NO. (If any) / TR CODE I STRUCTIO S 1. The terms and conditions and procedures (the Terms and Procedures ) of the 2 nd TDR Programme set out at Appendix A hereto, together with this application form (the UOBKH Application Form ) constitute the contract between you, UOB Kay Hian Private Limited ( UOBKH ) and Hu An Cable Holdings Ltd. (Company Registration Number: N) (the Company ) in relation to your participation in the 2 nd TDR Programme of the Company. You should complete this Application Form in accordance with the instructions contained in the Terms and Procedures and in this UOBKH Application Form. All capitalised terms used but not defined in this UOBKH Application Form shall bear the meanings ascribed to them in the Terms and Procedures, unless the context requires otherwise. 2. To participate in the 2 nd TDR Programme, you are required to complete and execute: (a) this UOBKH Application Form (1)(2) ; (b) if you hold the Tendered Shares in a direct securities account with the CDP, one (1) CDP Form 4.2 (in the form set out in Appendix B) with the number of Shares tendered duly filled in, signed by you and witnessed by an authorized person from UOBKH (3) ; and (c) the application form(s) required by the Taiwanese authorities (attached at Appendix D) (1)(2). (1) Please note that applications, including the supporting documents, that are submitted through a depository agent or CPF Agent Bank must be signed by you and witnessed by an authorized representative of the depository agent or CPF Agent Bank (as the case may be). Such application must be duly dated, signed and stamped with the company stamp of the depository agent or CPF Agent Bank (as the case may be), and must state the position, department, and name of the witness. (2) Please note that the applications that are sent to us by post must be signed by you and witnessed by any of the following (i) a notary public, (ii) a commissioner for oaths, (iii) an advocate and solicitor, (iv) a Justice of Peace, (v) The Singapore Embassy or (vi) in the case of a depository agent or CPF Agent Bank sending your application to us by post, an authorized representative of the depository agent or CPF Agent Bank (as the case may be). (3) Please ensure that your name and signature on the CDP Form 4.2 is consistent with CDP records. Any inconsistencies will result in the form being rejected by CDP, and accordingly, your application being rejected by UOBKH. 3. You are required to provide the following documents along with your application: If you are an individual: (a) (b) a copy of your identity card (front and back) or a copy of your valid passport; and if this UOBKH Application Form is to be completed by your attorney, a certified true copy of the power of attorney, or if this UOBKH Application Form is to be completed by the executor of a will or the administrator of the estate of a deceased, a certified true copy of the relevant grant of probate or letters of administration, In the case of joint account holders, the documents in (a) must be provided in relation to all persons executing this Application Form. If you are not an individual (i.e., you are a company, corporation, sole proprietorship, partnership or limited liability partnership (each, an Entity ): (a) a copy (certified as true by a director, partner, proprietor or equivalent authorized person, and indicating the name and designation of such person and stamped with the company/firm stamp of the Entity) of the Entity s certificate of incorporation or such equivalent document; 1

2 (b) a copy (certified as true by a director, partner, proprietor or equivalent authorized person, and indicating the name and designation of such person and stamped with the company/firm stamp of the Entity) of :- (i) the resolutions of the Entity s board of directors (or equivalent body); and/or (ii) shareholders (or equivalent body), (as required under the constitutive documents of the Participating Shareholder or applicable law) (in the form set out in Appendix C) approving inter alia, the conversion of the Tendered Shares (or any part thereof) listed under umber of Tendered Shares of this UOBKH Application Form, and the subsequent sale of the TDRs thereof; and (c) a copy of the identity card (front and back) or a copy of the valid passport (certified as true by a director, partner, proprietor or equivalent authorized person, indicating the name and designation of such person and stamped with the company/firm stamp of the Entity) of each of the authorised persons (including the entity s directors, partners, proprietors or equivalent) who are executing this UOBKH Application Form. The documents in (c) must be provided in relation to all persons executing this Application Form. 4. This UOBKH Application Form must be completed in English. Please type or write clearly in ink using BLOCK LETTERS. The words OT APPLICABLE or.a. must be written in any space that is not applicable. 5. Individuals and Entities must give their names in full. (a) (b) If you are an individual, you must make your application using your full name as it appears in your identity card (if you have such an identification document) or in your passport. If you are an Entity, you must make your application using your full name as registered with a competent authority. You must also affix the Entity s Common Seal (if any) in accordance with the Entity s memorandum and articles of association or equivalent constitutive documents. 6. UOBKH reserves the right to require you to produce documentary proof of identification for verification purposes. A) PARTICULARS OF APPLICA T Shares Held Directly by Applicant with CDP (Please check box if applicable) This is a joint account (Please check box if applicable, and provide the particulars of the other holder(s) of the joint account below) Securities Account Name Securities Account Number - - B) Shares Held in Sub-Account With A Depository Agent (Please check box if applicable. In the case of shares held by a nominee of a depository agent, Section C must also be completed.) This is a joint account (Please check box if applicable, and provide the particulars of the other holder(s) of the joint subaccount below) Name of Depository Agent 2

3 Securities Account Name Securities Account Number - - Contact Person (Depository Agent) Telephone (Depository Agent) (Depository Agent) C) Shares Held by a ominee of the Depository Agent ("Depository Agent ominee") (Please check box if applicable) Name of Depository Agent Nominee Securities Account Name Securities Account Number - - Contact Person (Depository Agent Nominee) Telephone (Depository Agent Nominee) (Depository Agent Nominee) 3

4 D) Shares held in a CPF Securities Account (Please check box if applicable) Name of Nominee of CPF Agent Bank ( CPF Nominee ) Sub-Account Number - - Name of CPF Agent Bank CPF Investment Account Name CPF Investment Account Number Contact Person (CPF Nominee) Telephone (CPF Nominee) (CPF Nominee) 4

5 FOR I DIVIDUALS FULL AME AS I RIC/PASSPORT (If this is a joint account, please provide particulars of the other account holder below) RIC / PASSPORT O. DATE OF BIRTH (dd/mm/yyyy) / / ATIO ALITY Singaporean Singapore PR* Taiwanese Others (please specify accordingly) *If you are Singapore PR, please state your country of origin/ birth: ADDRESS (For shares held directly by the applicant, please provide Singapore address as per CDP records only. For applicants with shares held by depository agent or nominee of depository agent or CPF ominee, please provide mailing address of your depository agent or nominee of depository agent or CPF ominee below**) Postal Code MAILI G ADDRESS (Please provide Singapore address only**) (If different from above or in the case of shares held with depository agent, or nominee of a depository agent or CPF Nominee, please provide the address of depository agent, or nominee of a depository agent or CPF Nominee below) Postal Code ** Please note that cheques/payment of proceeds from the sale of TDRs will be mailed to this address. If a foreign address or a foreign mailing address is provided, UOBKH may reject this UOBKH Application Form without any obligation to render any explanations or reasons for such rejection. 5

6 CO TACT UMBERS Home Office Mobile Others FOR JOI T APPLICA T (if applicable) FULL AME AS I RIC/PASSPORT RIC / PASSPORT O. DATE OF BIRTH (dd/mm/yyyy) / / ATIO ALITY Singaporean Singapore PR* Taiwanese Others (please specify accordingly) *If you are Singapore PR, please state your country of origin/ birth: CO TACT UMBERS Home Office Mobile Others 6

7 FOR E TITIES AME OF E TITY REGISTRATIO UMBER OF E TITY COU TRY OF I CORPORATIO /REGISTRATIO Singapore Taiwan Others (Please specify accordingly) REGISTERED ADDRESS For Singapore registered Entities that hold shares directly with CDP, please ensure that your registered address is in line with CDP's records. For Singapore or overseas registered Entities with shares held by a depository agent or nominee of depository agent, please provide the mailing address of your depository agent or nominee of depository agent below**) Postal Code MAILI G ADDRESS (Please provide Singapore mailing address only**) (if different from above registered address or for Singapore or overseas registered Entities with shares held with a depository agent, or nominee of a depository agent, please provide the address of the depository agent, or nominee of the depository agent) Postal Code ** Please note that cheques/payment of proceeds from the sale of TDRs (and other payments to be made to you pursuant to the Terms and Procedures) will be mailed to this address. If a foreign mailing address is provided, UOBKH may reject this UOBKH Application Form without any obligation to render any explanations or reasons for such rejection. AME OF CO TACT PERSO FROM E TITY/ DESIG ATIO 7

8 CO TACT DETAILS Home Office Mobile Others UMBER OF TE DERED SHARES A D FEES PAYABLE YOUR APPLICATION MUST BE ACCOMPANIED BY PAYMENT OF THE FOLLOWING AMOUNT IN CASH OR BY CHEQUE MADE OUT TO "UOB KAY HIA PRIVATE LIMITED" CROSSED "A/C PAYEE O LY" (WITH YOUR NAME AND ADDRESS WRITTEN CLEARLY ON THE REVERSE SIDE) IN SINGAPORE CURRENCY FOR THE FULL AMOUNT PAYABLE (PLEASE REFER TO PARAGRAPH C BELOW). A. UMBER OF SHARES YOU ARE APPLYI G FOR CO VERSIO TO TDRS ( TE DERED SHARES ) (I MULTIPLES OF 1,000) B. AMOU T TO BE PAID I CASH OR CHEQUE UPO SUBMISSIO OF THIS UOBKH APPLICATIO FORM: (a) S$35.00 ( O -REFU DABLE and inclusive of GST) (b) THE LOWER OF (i) S$0.007 x O. OF TE DERED SHARES OR (ii) S$490,000 ( O -REFU DABLE, save for the portion that is not allocated to be converted to TDRs), which will be S$ (please insert amount). For Tendered Shares that are not allocated to be converted to TDRs, the corresponding payment of the amount in B(b) shall be refunded, together with the net sales proceeds (after deduction of all fees payable) for your Participating Shares to you (if you hold the Tendered Shares in a direct securities account), your depository agent (if you hold the Tendered Shares in a securities sub-account) or nominee of your depository agent (if your depository agent holds the Tendered Shares with its nominee) or your CPF Nominee to be credited into your CPF Investment Account (if your Tendered Shares were purchased with CPF monies). Please note that the amount in B(b) will not be refundable to you whether the TDR Programme is terminated or not proceeded with or the TDRs are listed or sold, provided that if the Company announces on SGXNET the termination of the TDR Programme prior to its receipt of all required approvals from the Taiwan Authorities for the 2 nd TDR Programme and the Singapore Exchange Securities Trading Limited, half of such amount shall be refunded to you. C. TOTAL AMOU T PAYABLE: (a) + (b) Payment Mode: Cash S$ Cheque Cheque Number If your cheque bounces, your application will be rejected by UOBKH and will be deemed as invalid and void. In this event, UOBKH reserves the right to seek any relevant costs, fees and expenses from you including but not limited to fees to be incurred to transfer the Tendered Shares back to you) 8

9 D. FEES PAYABLE Upon the listing on the TSE and sale of the TDRs in connection with the 2 nd TDR Programme, you agree to pay:- (a) a fee amounting to 3% of the issue price of each TDR (the Mandatory Fee ) to UOBKH for its own account (which fee is exclusive of applicable goods and services tax, which will be borne by you) in respect of the number of your Shares which are to be converted into TDRs for the purposes of the 2 nd TDR Programme ("Participating Shares"). (b) a fee (the Taiwan Agent Fee ) to the Taiwan Agent, appointed by the Company in connection with the placement of the TDRs in accordance with the schedule below: Issue price per Participating Share (S$) (rounded to the nearest 3 decimal places) Taiwan Agent Fee payable by you From (inclusive) To (inclusive) (as % of the aggregate issue price of all your Participating Shares) Nil % % % % % and above 10% For this purpose, the issue price per Participating Share in Singapore Dollars shall be determined by the Company based on the exchange rate as quoted by the Taiwan Receiving Bank, on 13 September 2011 (or such other date as may be agreed between the Company and the Underwriter), and the Taiwan Agent Fee shall be calculated accordingly. You hereby authorise UOBKH to deduct the Mandatory Fee and the Taiwan Agent Fee from any proceeds of sale of the TDRs payable to you. PAYME T OF SALES PROCEEDS Payment of the proceeds of sale of the TDRs (after deduction of all fees payable) shall be made to (i) you (if you hold the Tendered Shares in a direct securities account), (ii) your depository agent (if you hold the Tendered Shares in a securities sub-account) or (iii) nominee of your depository agent (if your depository agent holds the Tendered Shares with its nominee) or (iv) your CPF Nominee to be credited into your CPF Investment Account (if your Tendered Shares were purchased with CPF monies), BY CHEQUE O LY BY ORDI ARY POST A D AT THE RISK OF THE PARTICIPATI G SHAREHOLDER to the mailing address indicated above on page 5 and 7 of this UOBKH Application Form. You are required to inform (i) your depository agent (if you hold the Tendered Shares in a securities sub-account), (ii) your depository agent to instruct its nominee (if your depository agent holds the Tendered Shares with its nominee) or (iii) your CPF Agent Bank to instruct the CPF Nominee (if your Tendered Shares were purchased with CPF monies) to receive cheque payment of net sales proceeds on your behalf. UOBKH SHALL NOT ENTERTAIN AND SHALL NOT BE ANY UNDER OBLIGATION TO ACCEPT REQUESTS FOR PROCEEDS TO BE PAID TO ANY THIRD PARTY OR FOR ANY PAYMENT TO BE MADE BY ANY OTHER MODE. PAYME T OF SALES PROCEEDS PAYME T OF SALES PROCEEDS TRA SFER OF TE DERED SHARES Please note that upon submission of this UOBKH Application Form and all supporting documents required, your cash or cheque payment will be processed immediately but :- (a) in the case of Participating Shareholders holding Tendered Shares directly with CDP, the relevant CDP Form 4.2 will only be collected in bulk and submitted to CDP for processing on 5 July 2011 (Tuesday); (b) in the case of Participating Shareholders with Tendered Shares held in a sub-account of a depository agent, a nominee of a depository agent or a CPF Nominee, the Tendered Shares can only be transferred to UOBKH on or after 28 June 2011 (Tuesday), but must be within two Business Days from the date of submission of this UOBKH Application Form and no later than 5 July 2011 (Tuesday). 9

10 THE UMBER OF SHARES STA DI G TO THE CREDIT OF THE FREE BALA CE OF YOUR SECURITIES ACCOU T, A SUB-ACCOU T WITH YOUR DEPOSITORY AGE T OR A OMI EE OF YOUR DEPOSITORY AGE T OR A SPECIAL (CPF) SECURITIES SUB-ACCOU T ("CPF SECURITIES ACCOU T") WITH YOUR CPF OMI EE (AS THE CASE MAY BE) AS AT 9.00 A.M. O THE DATE OF TRA SFER OF THE SHARES SHOULD BE AT LEAST EQUAL TO THE UMBER OF TE DERED SHARES. THE UMBER OF SHARES STA DI G TO THE CREDIT OF THE FREE BALA CE OF YOUR SECURITIES ACCOU T, A SUB-ACCOU T WITH YOUR DEPOSITORY AGE T OR A OMI EE OF YOUR DEPOSITORY AGE T OR CPF SECURITIES ACCOU T (AS THE CASE MAY BE) AS AT 9.00 A.M. O THE DATE OF TRA SFER OF THE SHARES IS LESS THA THE UMBER OF TE DERED SHARES, YOU SHALL BE DEEMED TO HAVE APPLIED TO CO VERT ALL THE SHARES STA DI G TO THE CREDIT OF THE FREE BALA CE OF YOUR SECURITIES ACCOU T, A SUB-ACCOU T WITH YOUR DEPOSITORY AGE T OR A OMI EE OF YOUR DEPOSITORY AGE T OR CPF SECURITIES ACCOU T (AS THE CASE MAY BE) AS AT 9.00 A.M. O THE DATE OF TRA SFER OF THE SHARES. In the event the transfer of Shares to UOBKH or its nominee is unsuccessful due to CDP rejecting the CDP Form 4.2 of the Participating Shareholders for any reason whatsoever (if the Shares are held in a direct securities account), due to a failure to transfer the requisite number of Tendered Shares within two Business Days from the date of submission of the UOBKH Application Form, by your depository agent (if the Shares are held in a sub-account with your depository agent) or by the nominee of your depository agent (if the Shares are held by nominee of your depository agent) or by your CPF Nominee (if the Shares are held in a CPF Securities Account), with 5 July 2011 (Tuesday) being the last day for the depository agent (or its nominee) or the CPF Nominee to transfer such Tendered Shares to UOBKH, or due to any other reason whatsoever, your application will be rejected and the aforementioned fees shall be returned to you. Any Excess Shares will be credited back to your securities account, sub-account with your depository agent or nominee of your depository agent or your CPF Securities Account (as the case may be) in accordance with the Terms and Procedures. To: (A) UOB Kay Hian Private Limited ( UOBKH ) (B) Hu An Cable Holdings Ltd. ("Company") DECLARATIO (1) For individuals: I hereby declare that I am not under 21 years of age or an undischarged bankrupt nor have I been convicted of a serious offence and that the information given in this UOBKH Application Form is true and correct and that I have not willfully withheld any material fact. For Entities: We hereby declare that no order has been made nor any resolution passed, nor any meeting convened, nor any application presented for the winding-up of the Entity nor for the appointment of a liquidator (including a provisional liquidator), receiver, judicial manager, trustee, administrator, agent or similar officer (as may be applicable) of the Entity or any part of its property and assets. We further declare that the information given in this UOBKH Application Form is true and correct and that we have not willfully withheld any material fact. (2) I/We hereby warrant that I/we have the legal right and full power and authority to enter into and perform each of Application Form and the Terms and Procedures which when executed will constitute valid and binding obligations on me/us in accordance with its respective terms. (For Entities) We further warrant that the execution and delivery of, and the performance of our obligations under this Application Form and the Terms and Procedures will not and are not likely to result in a breach of any provision our Memorandum and Articles of Association or equivalent constitutional document. (3) I/We hereby declare that I/we am/are an Eligible Shareholder (as defined in the Terms and Procedures) and that all the Tendered Shares (as defined in the Terms and Procedures) are (a) free from all and any claims, charges, liens and other encumbrances whatsoever and must have been duly authorised, validly issued, allotted and fully paid-up, and (b) at least equal to the number of Shares standing to the credit of the Free Balance of my securities account or sub-account with depository agent or nominee account of depository agent or CPF Securities Account (as the case may be), as at 9.00am on the date of transfer of shares to UOBKH. (4) I/We hereby declare that I/we have read and understood and agree to the terms, conditions and procedures applicable to the participation in the 2 nd TDR Programme as set out in this UOBKH Application Form and in Appendix A to this UOBKH Application Form. (5) I/We hereby irrevocably undertake and agree to apply for the conversion of the number of Tendered Shares as stated in this UOBKH Application Form to TDRs under the 2 nd TDR Programme in accordance with the terms and conditions set out in the Terms and Procedures and in this UOBKH Application Form. (6) I/We hereby confirm that (a) I have duly executed this UOBKH Application Form, together with the CDP Form 4.2 (if applicable) and the Taiwan application form and have submitted the same to UOBKH, (b) this UOBKH Application Form, CDP Form 4.2 and the Taiwan application form were not furnished to me/us outside Singapore, and (c) I /we executed this UOBKH Application Form, CDP Form 4.2 and the Taiwan application form in Singapore. 10

11 (7) I/We hereby irrevocably request and authorize UOBKH to (a) transfer my/our Tendered Shares from my/our securities account or sub-account with depository agent or nominee account of depository agent or CPF Securities Account (as the case may be) to the designated omnibus account held by UOBKH or its nominee, (b) transfer Excess Shares, if any, from the designated omnibus account held by UOBKH to my/our securities account, sub-account with depository agent or nominee account of depository agent or CPF Securities Account (as the case may be) in the event that applications for participation in the 2 nd TDR Programme are in excess of the 2 nd TDR Programme Size, and (c) transfer all my/our Participating Shares from the designated omnibus account held by UOBKH to my/our securities account, sub-account with depository agent or nominee account of depository agent or CPF Securities Account (as the case may be) in the event that the 2 nd TDR Programme is terminated or does not proceed for any reason whatsoever and to otherwise transfer the Participating Shares as envisaged in the Terms and Procedures. (8) I/We hereby irrevocably request and authorize the Company to negotiate, amend, approve, execute and/or sign on my/our behalf any underwriting agreement with the underwriter and/or sub-underwriter and any letters of engagement or agreements with such other persons described in paragraph 9 of Part A of the Terms and Procedures, in connection with the 2 nd TDR Programme as the Company thinks fit. (9) I/We acknowledge that UOBKH or its nominee holds or will hold my/our Tendered Shares as a bare trustee only. (10) I/We hereby authorise you to disclose information contained in this UOBKH Application Form and such other information relating to my personal particulars and financial status as you deem fit and appropriate, without reference to me/us, for the purpose of approving this application and such other purpose in connection with my/our application herein and the 2 nd TDR Programme. (11) I/We irrevocably appoint UOBKH or any of its authorized persons severally as my/our attorney (with full power of substitution and delegation), on my/our behalf and in my/our name or otherwise, at such time and in such manner as each attorney thinks fit to complete, amend, approve, execute and sign, in connection with the 2 nd TDR Programme, this UOBKH Application Form and any other document or form in connection thereto including but not limited to the CDP Form 4.2 (to transfer all or part of my/our shares in the Company to UOBKH in connection with the 2 nd TDR Programme) and the application forms required by the Taiwanese authorities in connection with the 2 nd TDR Programme (collectively, the Documents ); and (b) do all such things, as may be necessary or desirable in the opinion of each attorney in connection with the 2 nd TDR Programme, including, but without prejudice to the generality of the foregoing, the submission of the Documents, any other forms, undertakings and all other documents which are required to be submitted to any governmental or regulatory authorities or bodies in Singapore and in Taiwan, in connection with the 2 nd TDR Programme. I/We further agree and undertake to execute a power of attorney appointing UOBKH and its authorized persons as my/our attorneys if so required, and in such form required by UOBKH. The attorneys so authorised shall have the right to grant sub-powers of attorney. (12) I/We shall indemnify and hold UOBKH, its nominee and their respective directors, officers and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including out-ofpocket and incidental expenses that may be imposed on, incurred by, or asserted against the Indemnitees in connection with this application or the transaction contemplated hereunder. (13) I/We understand that my/our submission and your receipt and review of this UOBKH Application Form in no way implies the success of my/our application and you shall reserve the unconditional right to reject my/our application without obligations to render me/us any explanations or reasons for such rejection. (14) I/we agree that any proceeds from the sale of TDRs on the TSE and other amounts to be paid to me/us in accordance with the Terms and Procedures shall be paid by way of cheque only, and in the following manner: (i) if my/our shares were transferred from my/our direct securities account, such proceeds from the sale of TDRs shall be paid to me/us by way of cheque; (ii) if my/our shares were transferred by a depository agent or a nominee of such depository agent, such proceeds from the sale of TDRs shall be made payable to that depository agent or that nominee (as the case may be) for onward payment to me/us; and (iii) if my/our shares were transferred by a CPF Nominee, such proceeds from the sale of TDRs shall be made payable to the relevant CPF Nominee to be credited into my CPF Investment Account. I/We understand that it is my/our duty to inform such depository agent (if I/we hold the Tendered Shares in a securities sub-account), depository agent to instruct its nominee (if my/our depository agent holds the Tendered Shares with its nominee) or CPF Agent Bank to instruct the CPF Nominee (if my/our Tendered Shares were purchased with CPF monies) (as the case may be) to accept, on my/our behalf, delivery of such cheque for the proceeds from the sale of TDRs. Such cheque shall be mailed to the mailing address stated in this UOBKH Application Form by ordinary post and at my/our risk without any interest or share of revenue or benefit arising therefrom. UOBKH shall not entertain and shall not be under any obligation to accept requests for the proceeds to be paid to any other third party or for payment to be made by any other mode. Any payments to be made to me/us will be rounded to the nearest whole cent, if applicable. (15) I/We agree that neither (i) UOBKH, its nominee or their respective directors, officers or employees, or any other third party appointed by UOBKH in connection with the 2 nd TDR Programme (individually and collectively, the UOBKH Group ) nor (ii) the Company, their respective directors, officers or employees, or any other third party appointed by the Company in connection with the 2 nd TDR Programme (individually and collectively, the "Hu An Cable Group") will be liable to me/us for any loss, damage or expense suffered by me/us arising out of or in connection with the matters to which this UOBKH Application Form or the 2 nd TDR Programme relates. UOBKH and the Company will be entitled to rely fully on, and the UOBKH Group and the Hu An Cable Group shall have no liability for, the accuracy and validity of any information received by UOBKH and/or the Company from me/us without limitation, any representation, warranty or information supplied by me/us in this UOBKH Application Form. 11

12 The UOBKH Group and the Hu An Cable Group will not be responsible for, or have any duty to inquire into, or be deemed to make any assurances with respect to the accuracy or completeness of such information and UOBKH and the Company will be entitled to rely absolutely on and will have no liability for the accuracy or validity of such information. (16) I/We acknowledge that UOBKH has not and is not obliged to carry out any due diligence on the Company, and that we have not received or relied on any advice from UOBKH in making the application under this 2 nd TDR Programme. I/we acknowledge and agree that UOBKH is acting solely pursuant to a contractual relationship with me/us on an arm s length basis with respect to the 2 nd TDR Programme and not as a financial advisor or a fiduciary to me/us or any other person. I/we shall consult with my/our own advisors concerning such matters (including but not limited to our participation in the 2 nd TDR Programme) and shall be responsible for making my/our own independent investigation and appraisal of the transactions contemplated hereby, and UOBKH shall not have any responsibility or liability to me/us with respect thereto. I/we further acknowledge and agree that any review by UOBKH of any matter relating to the 2 nd TDR Programme is and will be performed solely for the benefit of UOBKH and shall not be on behalf of me/us or any other person. (17) I/We acknowledge that my/our application to participate in the 2 nd TDR Programme shall be irrevocable. (18) In the event that there is any conflict between the terms of this UOBKH Application Form and any other documents in relation to the 2 nd TDR Programme, the terms of this UOBKH Application Form shall prevail. (19) This UOBKH Application Form shall be governed by and construed in all respects in accordance with the laws of Singapore. For Individual Signature of Applicant or attorney Name: Date: (For joint applicant, if applicable) Name: Date: For Entity (with Common Seal) The Common Seal of ) )* Was hereby affixed in accordance with its ) Articles of Association or equivalent constitutive document ) Name: Director Name: Director/Company Secretary (if applicable) Date: * Please insert name of Entity 12

13 For Entity (with no Common Seal only)** Signature of Director (or attorney) of * Name: Director Date: Name: Director/Company Secretary (if applicable) Date: We declare and confirm that we do not have a common seal and that we are not required under the laws of the jurisdiction in which we were incorporated/registered to have a common seal. Name: Director Date: * Please insert name of Entity ** Please include company/firm stamp (if available) 13

14 APPE DIX A TERMS A D PROCEDURES OF THE 2 D TDR PROGRAMME [Please see Terms and Procedures of the 2 nd TDR Programme attached] 14

15 2 nd TDR PROGRAMME OF HU AN CABLE HOLDINGS LTD. COMMENCEMENT DATE OF APPLICATION PERIOD : 27 JUNE 2011, 9.00am CLOSING DATE OF APPLICATION PERIOD : 1 JULY 2011, 5:00pm HU AN CABLE HOLDINGS LTD (Incorporated in Singapore) (Company Registration Number: N) CONVERSION OF ORDINARY SHARES INTO TAIWAN DEPOSITORY RECEIPTS AND SALE THEREOF ON THE TAIWAN STOCK EXCHANGE Hu An Cable Holdings Ltd (the "Company") has established a programme for the conversion of up to an aggregate of 140,000,000 issued and paid up ordinary shares ("Shares") of the Company (comprising 70,000,000 existing Shares and 70,000,000 new Shares to be issued by the Company (the "New Shares")) into Taiwan Depository Receipts ("TDRs"), to be listed on the Taiwan Stock Exchange ("TSE") and the subsequent sale of such TDRs on the TSE (the "2 nd TDR Programme"). The terms and conditions applicable to the participation in the 2 nd TDR Programme are set out in Part A below (the "Terms"). Eligible Shareholders (as defined in paragraph 1(a) below) who wish to participate in the 2 nd TDR Programme are required to comply with the procedures set out in Part B below (the "Procedures"). The Company is entitled at its sole and absolute discretion, to amend the Terms and/or the Procedures and to suspend, extend or terminate the 2 nd TDR Programme at any time. PART A: TERMS AND CONDITIONS APPLICABLE TO THE 2 ND TDR PROGRAMME 1. Eligibility (a) Only holders of Shares of the Company: (i) (ii) whose (or in the case of holders of Shares in a sub-account with a depository agent (or its nominee)), whose depository agent s (or its nominee's) or (in the case of holders of Shares who have used their Central Provident Fund ("CPF") monies to buy the Shares), whose CPF Agent Bank's (as defined in paragraph 2(c)(iv) below)(or its nominee's) registered addresses are in Singapore based on the records of The Central Depository (Pte) Limited ("CDP"); and whose Shares are in scripless form, will be entitled to participate in the 2 nd TDR Programme ("Eligible Shareholders"). For the avoidance of doubt, holders of Shares who are subject to a moratorium on the transfer or disposal of their interests in Shares will not be able to participate in the 2 nd TDR Programme while such moratorium remains in force. In addition, holders of existing TDRs in respect of Shares shall not be entitled to participate in the 2 nd TDR Programme with Shares converted from their existing TDRs. (b) All Tendered Shares (as defined in paragraph 2(d) below) must be free from all and any claims, charges, liens and other encumbrances whatsoever and must have been duly authorised, validly issued, allotted and fully paid-up. 15

16 In addition, in the case of an Eligible Shareholder, the Free Balance of his or its securities account or sub-account with a depository agent (or its nominee) or CPF Securities Account (as defined in paragraph 2(c)(iv) below) (as the case may be) must be credited with at least the number of Tendered Shares applied for as at 9:00 am on the date of transfer of the Tendered Shares (referred to in paragraph 2 of Part B: Procedures for Application) to UOB Kay Hian Private Limited ( UOBKH ). 2. Number of Existing Shares to be converted into TDRs (a) The maximum number of existing Shares to be converted into TDRs is 70,000,000 or such other number of Shares as may be agreed between the Company and UOBKH ( 2 nd TDR Programme Size (Existing Shares) ). (a) Eligible Shareholders who wish to participate in the 2 nd TDR Programme (the "Participating Shareholders") must apply to convert their Shares in lots of 1,000 Shares to TDRs. (c) Dragon Sea Power Limited ("Dragon Sea"), an existing holder of Shares, and Mr Dai Zhixiang, the Chief Executive Officer and Executive Chairman of the Board of Directors of the Company and who is deemed interested in Shares held by Dragon Sea by virtue of his ownership of all the shares in Dragon Sea, have provided undertakings to the Company and UOBKH that Dragon Sea will, and Mr Dai Zhixiang will procure Dragon Sea to, make up the balance where there is a shortfall of Participating Shares to convert an aggregate of 70,000,000 Shares to TDRs, whether arising as a result of: (i) (ii) (iii) (iv) the number of Shares applied for by Participating Shareholders by the close of the Application Period being less than the 2 nd TDR Programme Size (Existing Shares); the number of Shares standing to the credit of the Free Balance of a Participating Shareholder s securities account or sub-account with a depository agent (or its nominee) or CPF Securities Account (as defined below) (as the case may be) as at 9:00 am on the date of transfer of the Tendered Shares to UOBKH being less than the number of Shares applied for by such Participating Shareholder to be converted to TDRs; where the Participating Shareholder holds a sub-account with a depository agent (or its nominee), such depository agent (or its nominee) failing to transfer the number of Tendered Shares within two business days (a business day being a day on which commercial banks are open for business in Singapore and the Republic of China) ("Business Day") from the date of submission of the UOBKH Application Form, with 5 July 2011 (Tuesday) being the last day for the depository agent (or its nominee) to transfer such Tendered Shares to UOBKH; where the Participating Shareholders have used CPF monies to acquire the Participating Shares which are held by a nominee company ("CPF Nominee") of one of the agent banks approved or appointed by CPF with which the CPF Investment Account (defined in paragraph 7 of Part B) is maintained ("CPF Agent Bank") in a special (CPF) securities sub-account ("CPF Securities Account"), such CPF Nominee failing to transfer the requisite number of Tendered Shares within two Business Days from the date of submission of the UOBKH Application Form, with 5 July 2011 (Tuesday) being the last day for the CPF Nominee to transfer such Tendered Shares to UOBKH; 16

17 (v) (vi) any application to participate in the 2 nd TDR Programme by a Participating Shareholder being rejected for any reason, whether by any relevant governmental authority (including but not limited to the CPF Board, the Securities and Futures Bureau, Financial Supervisory Commission of Taiwan, the Executive Yuan, the TSE and the Taiwan Central Bank) or otherwise; and/or the number of existing Shares successfully applied for and/or available for conversion into TDRs being less than the 2 nd TDR Programme Size (Existing Shares) for any other reason whatsoever. (d) In the event the number of Shares for which valid applications have been received from Eligible Shareholders for conversion to TDRs pursuant to the 2 nd TDR Programme (Existing Shares) ( Tendered Shares ) exceeds the 2 nd TDR Programme Size (Existing Shares) (the number of such excess Shares being referred to as "Excess Shares"), the total number of Tendered Shares that can be converted to TDRs by the Participating Shareholders in accordance with the 2 nd TDR Programme shall be determined on a PRO RATA BASIS, with fractional entitlements being rounded to a whole number as determined by the Company (the "Allocation"). The Allocation is expected to be determined within five Business Days of the close of the Application Period, being 8 July 2011 (based on the indicative timeline set out in paragraph 13) after which the results will be announced by the Company through SGXNET. The Excess Shares are expected to be returned to the relevant Participating Shareholders within two weeks from the date of Allocation (as referred to in paragraph 13 below). If a Participating Shareholder had participated in the 2 nd TDR Programme with Tendered Shares that were held by such Participating Shareholder in a sub-account with a depository agent (or its nominee), Excess Shares (if any) will be returned to such Participating Shareholder s sub-account and not directly to such Participating Shareholder s direct securities account with the CDP. If a Participating Shareholder had participated in the 2 nd TDR Programme with Tendered Shares that were held by a CPF Nominee, Excess Shares (if any) will be returned to such Participating Shareholder s CPF Securities Account. Participating Shareholders should note that they may end up with odd lots after Allocation. Such odd lots may potentially be more difficult to sell, or require greater transaction costs per Share to sell, as compared with Shares in board lots of 1,000 Shares. Participating Shareholders should ensure that the "Free Balance" of their securities accounts, sub-account with a depository agent (or its nominee) or CPF Securities Account (as the case may be) are credited with the relevant number of Excess Shares before dealing with the Excess Shares. (e) For a period of one month from the date that Excess Shares are returned to Participating Shareholders ("Concessionary Period"), which is expected to be 22 July 2011 at the latest (based on the indicative timeline set out in paragraph 13) UOBKH will allow Participating Shareholders who have securities trading accounts with UOBKH to trade in odd lots at a concessionary brokerage fee of S$20.00 per contract (which fee is exclusive of goods and services tax). Participating Shareholders that are trading odd lots should ensure that Excess Shares have been returned to them. After the Concessionary Period, the concessionary brokerage fee will no longer apply. Such Concessionary Period for the trading in odd lots by Participating Shareholders at a concessionary brokerage fee will cease with immediate effect in the event that the 2 nd TDR Programme is terminated, or otherwise not proceeded with for any reason whatsoever. 17

18 3. Renunciation (a) Participating Shareholders who are Eligible Shareholders shall be entitled to renounce all or any portion of the number of Shares comprised in the TDRs which are allocated to him or it ("Allocated TDRs"), upon Allocation, provided that : - (i) (ii) such Participating Shareholders who are Eligible Shareholders shall be entitled to renounce all or any portion of the Allocated TDRs in favour of other Participating Shareholders only (each a "Renouncee" and the Participating Shareholder so renouncing shall be referred to as "Renouncer"); the number of Allocated TDRs that may be renounced in favour of a Renouncee (the Renounced TDRs ) shall be no more than the number of Excess Shares of such Renouncee; (iii) any renunciation (of all or any portion of the Allocated TDRs) of less than 100 lots shall only be made in favour of one (1) Renouncee; and (iv) the Renouncer shall complete and submit and shall procure the Renouncee(s) to complete and submit, all forms and documents required under Part B, Paragraphs 10 to 12, by hand to UOBKH at 8 Anthony Road, #01-01, Singapore by 5.00 pm on the second Business Day after date of announcement of the Allocation by the Company (that is, by 5.00 pm on 12 July 2011 (based on the indicative timeline set out in paragraph 13)) (or such other time(s) and/or date(s) as may be approved by the Company). Participating Shareholders should note that the period for which renunciation may be made shall commence on the Business Day falling after the date of announcement of the Allocation and shall end at 5.00 p.m. on the second Business Day falling after the date of announcement of the Allocation. The renunciation by a Participating Shareholder of all or any part of his Allocated TDRs shall not be valid unless the documents listed in Part B, paragraphs 10 to 12 below are duly executed by the Renouncer and all the Renouncee(s) (as the case may be) have been received by UOBKH as aforesaid. (b) A Renouncee should note that in respect of a valid renunciation by a Renouncer of all or any of his or its part of his or its Allocated TDRs in favour of such Renouncee in accordance with the terms hereof:- (i) (ii) (iii) the Renouncee s Participating Shares for the purposes of the Terms will comprise the number of Shares that can be converted to TDRs (1) as allocated to it or him pursuant to the Allocation and (2) in the Renounced TDRs validly renounced by the Renouncer to the Renouncee in accordance with the terms herein and in the Renunciation Form; the Renouncee s Excess Shares for the purposes of the Terms will be the number of its or his Tendered Shares less the Participating Shares referred to in sub-paragraph (i) above; contribution to the TDR Expenses referred to in paragraph 10 below will be in respect of the Participating Shares referred to in sub-paragraph (i) above. For the avoidance of doubt, the Renouncee is not required to pay any additional amount(s) as referred to in paragraph 10 in respect of the Participating Shares as referred to in subparagraph (i) above. (c) A Renouncer should note that in respect of a valid renunciation by a Renouncer of all or any of his or its part of his or its Allocated TDRs in favour of the Renouncee(s) in accordance with the terms hereof :- 18

19 (i) (ii) (iii) the Renouncer s Participating Shares will comprise the number of Shares that can be converted to TDRs as allocated to it or him pursuant to the Allocation less the number of Shares in the Renounced TDRs validly renounced by the Renouncer to the Renouncee(s) in accordance with the terms herein and in the Renunciation Form; the Renouncer s Excess Shares will be the number of its or his Tendered Shares less the Participating Shares referred to in sub-paragraph (i) above; and contribution to the TDR Expenses referred to in paragraph 10 will be in respect of the Participating Shares referred to in sub-paragraph (i) above. 4. Basis of conversion The conversion ratio for the 2 nd TDR Programme shall be five Shares for four TDRs. 5. Issue Price The actual issue price of the TDRs shall be determined by the Company and Jih Sun Securities Company Limited as the underwriter for the offering and sale of the TDRs (the "Underwriter"), taking into account the market and economic conditions, provided always that: (a) the actual issue price of the TDRs shall not be priced at more than a 10% discount to the average price for trades of TDRs on the TSE on the first, third and fifth market days prior to the relevant price-fixing date for the 2 nd TDR Programme (or such other price as may be determined in accordance with the relevant laws, regulations or rules in Taiwan (including, without limitation, the rules of the TSE)); and (b) in compliance with Rule 811 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the SGX-ST ), the price of each Share underlying the TDRs in Singapore dollars, based on the exchange rate for New Taiwan dollars into Singapore dollars as quoted by Bloomberg L.P. on the day the underwriting agreement between the Company and the Underwriter (the Underwriting Agreement ) is signed, shall not be priced at more than a 10% discount to the weighted average price for trades done on the SGX-ST for the full market day on which the Underwriting Agreement is signed (or if trading in the Shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the Underwriting Agreement is signed). For the purpose of clarification, every one TDR will represent 1.25 Shares. Eligible Shareholders should note that, save as disclosed above, there is no minimum price at which the TDRs will be sold on the TSE and the net proceeds that the Participating Shareholders may receive (after deducting all relevant expenses and amounts due and payable to UOBKH and/or its nominee(s) and the Taiwan Agent (as defined in paragraph 10(c)) under the 2 nd TDR Programme) after converting the Shares into TDRs may be less than the amount they could have obtained by selling the Shares on the SGX-ST. 6. Application Period The application period is scheduled to commence at 9.00 a.m. (Singapore time) on 27 June 2011 and to close at 5.00 p.m. (Singapore time) on 1 July

20 7. Transfer of Shares (a) All Participating Shareholders will be required to transfer their Tendered Shares to UOBKH or its nominee to hold as a bare trustee and custodian in the Share Escrow Account referred to in paragraph 8. Participating Shareholders with Tendered Shares in direct securities accounts should note that CDP Forms 4.2 in relation to their Tendered Shares to be transferred as aforesaid, will only be submitted to effect such transfer on or after the second Business Day after the close of the Application Period, being 5 July 2011 (based on the indicative timeline set out in paragraph 13). Participating Shareholders should also note that: (i) their application to participate in the 2 nd TDR Programme will be rejected if CDP rejects their CDP Form 4.2 for any reason whatsoever; and (ii) where the Tendered Shares are held in a sub-account with a depository agent (or its nominee) or a CPF Securities Account, the relevant depository agent (or its nominee) or CPF Nominee may only transfer the relevant Tendered Shares to UOBKH or its nominee as aforesaid from 28 June UOBKH shall not be obliged to accept any transfers of Tendered Shares by a depository agent (or its nominee) (where the Tendered Shares are held in a subaccount with a depository agent (or its nominee)) or by a CPF Nominee (where the Tendered Shares are held in a CPF Securities Account) prior to 28 June (b) Such Tendered Shares referred to in paragraph 7(a) above (other than Excess Shares which have been returned to the Participating Shareholders) cannot be dealt with by the Participating Shareholders nor can any encumbrance be created in respect of such Tendered Shares pending the listing and sale of the TDRs. Any application by any Participating Shareholder to participate in the 2 nd Programme shall be irrevocable. TDR Participating Shareholders should note that based on the indicative timetable, there will be a period of approximately 11 weeks from the time the application period opens to the listing of the TDRs on the TSE and the completion of the sale of the TDRs. During this period, Participating Shareholders will not be allowed to trade or otherwise deal with the Participating Shares or to create any encumbrance in respect thereof. (c) If the 2 nd TDR Programme is terminated, aborted or otherwise not proceeded with for any reason whatsoever, then all Shares transferred to UOBKH under paragraph 7(a) above will be returned to the respective Participating Shareholder's direct securities account, sub-account with a depository agent (or its nominee) or CPF Securities Account (as the case may be) within seven Business Days of such occurrence. Participating Shareholders who have disposed of any Excess Shares should note that they may end up with odd lots if the 2 nd TDR Programme is terminated or otherwise not proceeded with for any reason whatsoever, and the Participating Shares returned to the Participating Shareholders. Such odd lots may potentially be more difficult to sell, or require greater transaction costs per Share to sell, as compared with Shares in board lots of 1,000 Shares. 20