Artini China : 2014-11-27 Application Form

Application Form No.

THIS APPLICATION FORM (THE "APPLICATION FORM") IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON THURSDAY, 11 DECEMBER 2014.

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS APPLICATION FORM OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER OR OTHER LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

REFERENCE IS MADE TO THE PROSPECTUS (THE "PROSPECTUS") OF ARTINI CHINA CO. LTD. (THE "COMPANY") DATED 27 NOVEMBER 2014 IN REL ATION TO THE OPEN OFFER. TERMS USED HEREIN SHALL HAVE THE SAME MEANINGS AS DEFINED IN THE PROSPECTUS UNLESS THE CONTEX T OTHERWISE REQUIRES.

DEALINGS IN THE SHARES OF THE COMPANY MAY BE SET TLED THROUGH CCASS AND YOU SHOULD CONSULT A LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER FOR DETAILS OF THE SET TLEMENT ARRANGEMENTS AND HOW SUCH ARRANGEMENTS MAY AFFECT YOUR RIGHTS AND INTERESTS.

A COPY OF EACH OF THE PROSPECTUS DOCUMENTS, TOGETHER WITH THE DOCUMENTS SPECIFIED IN THE SECTION HEADED "DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG" IN APPENDIX III TO THE PROSPECTUS, HAVE BEEN REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG KONG PURSUANT TO SECTION 342C OF THE COMPANIES (WINDING UP AND MISCELL ANEOUS PROVISIONS) ORDINANCE (CHAPTER 32 OF THE L AWS OF HONG KONG). THE REGISTRAR OF COMPANIES IN HONG KONG AND THE SECURITIES AND FUTURES COMMISSION OF HONG KONG TAKE NO RESPONSIBILIT Y FOR THE CONTENTS OF ANY OF THESE DOCUMENTS.

32342C

HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") AND HONG KONG SECURITIES CLEARING COMPANY LIMITED ("HKSCC") TAKE NO RESPONSIBILIT Y FOR THE CONTENTS OF THIS APPLICATION FORM, MAKE NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIM ANY LIABILIT Y WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS APPLICATION FORM.

SUBJECT TO THE GRANTING OF THE LISTING OF, AND PERMISSION TO DEAL IN, THE OFFER SHARES ON THE STOCK EXCHANGE AS WELL AS COMPLIANCE WITH THE STOCK ADMISSION REQUIREMENTS OF HKSCC, THE OFFER SHARES WILL BE ACCEPTED AS ELIGIBLE SECURITIES BY HKSCC FOR DEPOSIT, CLEARANCE AND SET TLEMENT IN CCASS WITH EFFECT FROM THE COMMENCEMENT DATES OF DEALINGS IN THE OFFER SHARES ON THE STOCK EXCHANGE OR SUCH OTHER DATES AS DETERMINED BY HKSCC. SET TLEMENT OF TRANSACTIONS BET WEEN PARTICIPANTS OF THE STOCK EXCHANGE ON ANY TRADING DAY IS REQUIRED TO TAKE PL ACE 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.

Branch Share Registrar in Hong Kong:

Union Registrars Limited

18/F, Fook Lee Commercial Centre

Town Place, 33 Lockhart Road

Wanchai, Hong Kong

(address to be changed to A18/F.,

Asia Orient Tower,

Town Place,

33 Lockhart Road,

Wanchai,

Hong Kong with effect from 1 December 2014)

33

18

33

A18

雅 天 妮 中 國 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

（於 百 慕 達 註 冊 成 立 之 有 限 公 司）

（股 份 代 號：789）

OPEN OFFER

ON THE BASIS OF THREE OFFER SHARES

FOR EVERY NEW SHARE HELD ON THE RECORD DATE

PAYABLE IN FULL ON ACCEPTANCE BY NOT LATER THAN 4:00 P.M. ON THURSDAY, 11 DECEMBER 2014

APPLICATION FORM

Principal place of

business in Hong Kong:

Flat B1, 1st Floor

Kaiser Estate

Phase 1

41 Man Yue Street

Hung Hom

Hong Kong

Registered office:

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

41

1 B1

Name(s) and address of Qualifying Shareholder(s) g �� I ì .:t & i:E Jl:

Application can only be made by the registered Qualifying Shareholder(s) named above.

Please enter in Box D the number of Offer Shares applied for and the amount of remittance enclosed

(calculated as number of Offer Shares applied for multiplied by HK$0.10)

g � � I

& 0.10

Box A

Box B

Box C

Box D

Number of New Shares registered in your name on Tuesday, 25 November 2014

.:t

Number of Offer Shares offered to you subject to payment in full on acceptance by not later than 4:00 p.m., on Thursday, 11 December 2014

Total subscription monies payable when applied in full

Number of Offer Shares applied for

Remittance enclosed

HK$

You are entitled to apply for any number of Of fer Shares which is equal to or less than your assured entitlement shown in Box B above by filling in this Application Form. Subject to as mentioned in the Prospectus, such allotment is made to the Shareholders whose names were on the register of members of the Company and who were Qualif ying Shareholders on the basis of three Of fer Shares for ever y New Share held on Tuesday, 25 November 2014.

If you wish to apply for such number of Offer Shares which is more than your assured entitlement shown in Box B above, i.e. the excess Offer Shares, you should also fill in the separate Excess Application Form, and lodge it with a separate remittance for full amount payable in respect of the excess Of fer Shares.

If you wish to apply for any Of fer Shares and/or excess Of fer Shares, you should complete and sign this Application Form and/or the Excess Application Form, and lodge the form(s) together with the appropriate remittance(s) for the full amount payable in respect of the Of fer Shares and/or the excess Of fer Shares applied for with the Company's branch share registrar, Union Registrars Limited at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhar t Road, Wanchai, Hong Kong (address to be changed to A18/F., Asia Orient Tower, Town Place, 33 Lockhar t Road, Wanchai, Hong Kong with ef fect from 1 December 2014). All remittance(s) for application of Of fer Shares must be in Hong Kong dollars and made payable to "ARTINI CHINA CO. LTD. - OPEN OFFER ACCOUNT" for Of fer Shares under assured entitlement and/or made payable to "ARTINI CHINA CO. LTD. - EXCESS APPLICATION ACCOUNT" for excess Of fer Shares and crossed "ACCOUNT PAYEE ONLY" and comply with the procedures set out overleaf. No application(s) of Of fer Share and/or excess Of fer Shares can be made by any person who were Excluded Shareholders.

All dates or deadlines specified in this Application Form refer to Hong Kong local time.

3318 33A18 ARTINI CHINA CO. LTD. - OPEN OFFER ACCOUNT

ARTINI CHINA CO. LTD. - EXCESS APPLICATION ACCOUNT

To: Artini China Co. Ltd.

Dear Sirs,

雅 天 妮 中 國 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

（於百 慕 達 註 冊 成 立 之 有 限 公 司）

（股 份 代 號：789）

I/We, being the Qualifying Shareholder(s) of the Shares stated overleaf, enclose a remittance** for the amount payable in full on application for the number of Offer Shares at a price of HK$0.10 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We accept that number of Offer Shares on the terms and conditions of the Prospectus dated 27 November 2014 and subject to the memorandum of association and bye-laws of the Company and I/we hereby undertake and agree to apply for the same or any lesser number of such Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send share certificate(s) in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out overleaf and agree to be bound thereby.

i T T 0.10

**

1

Signature(s) of Qualifying Shareholder(s) (all joint shareholder(s) must sign)

Please insert contact telephone number

(1) (2) (3) (4)

Date: 2014

Details to be filled in by Qualifying Shareholder(s):

** Cheque or banker's cashier order should be crossed "ACCOUNT PAYEE ONLY" and made payable to "ARTINI CHINA CO. LTD. - OPEN OFFER ACCOUNT" (see the section headed "Procedures for Application" on the reverse side of this form).

** ARTINI CHINA CO. LTD. - OPEN OFFER ACCOUNT

Valid application for a number of Offer Shares which is less than or equal to an applicant's assured entitlement will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for the number of Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Offer Shares. No receipt will be given for the remittance.

\H

雅 天 妮 中 國 有 限 公 司

(Incorporated in Bermuda with limited liability)

CONDITIONS

1. No Excluded Shareholder is permitted to apply for any Offer Shares and/or excess Offer Shares.
2. No receipt will be issued for sums received on application(s) but it is expected that share certificate(s) for any Offer Shares and/or excess Offer Shares in respect of which the application(s) is/are accepted in full or in part will be sent to the allottee(s) or, in the case of joint allottees, to the first named allottee by ordinary post, at his/her/their own risk, at the address(es) stated on the form(s).
3. Completion of this Application Form and/or the Excess Application Form will constitute an instruction and authority by the applicant(s) to the Company and/or Union Registrars Limited or some person nominated by them for the purpose, on behalf of the subscriber(s), to execute any registration of this Application Form and/or the Excess Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the subscriber(s) of the Offer Shares and/or excess Offer Shares applied for or any lesser number in accordance with the arrangements described in the Prospectus.
4. The subscribers of the Offer Shares and/or the excess Offer Shares undertake to sign all documents and to do all other acts necessary to enable them to be registered as the holders of the Offer Shares and/or the excess Offer Shares which they have applied for subject to the memorandum of association and bye-laws of the Company.
5. Remittance(s) will be presented for payment upon receipt by the Company and all interest earned (if any) will be retained for the benefit of the Company. Application(s) in respect of which cheques are dishonoured upon first presentation are liable to be rejected.
6. Your right to apply for the Offer Shares and/or the excess Offer Shares is not transferable or renounceable.
7. The Company reserves the right to accept or refuse any application(s) for the Offer Shares and/or the excess Offer Shares which does/do not comply with the procedures set out herein and/ or in the Excess Application Form(s). Completion and return of this Application Form by any person outside Hong Kong will constitute a warranty and representation to the Company, by such person, that all registration, legal and regulatory requirements of the relevant jurisdiction, in connection with such acceptance have been duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited will give, or be subject to, any of the above warranty and representation.
8. The Open Offer is conditional upon the Underwriting Agreement having become unconditional and not being terminated (see the section headed "Conditions of the Open Offer" as set out in the Prospectus).

PROCEDURES FOR APPLICATION

You may apply for such number of Offer Shares which is equal to or less than your assured entitlement set out in Box B by filling in this Application Form.
To apply for such number of Offer Shares which is less than your assured entitlement, enter in Box D of this Application Form the number of Offer Shares for which you wish to apply for and the total amount payable (calculated as number of Offer Shares applied for multiplied by HK$0.10). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for such lesser number of Offer Shares for which full payment has been received.
If you wish to apply for the exact number of Offer Shares set out in Box B of this Application Form, this number should be inserted in Box D of this Application Form. If no number is inserted, you will be deemed to have applied for the number of Offer Shares for which full payment has been received.
If you wish to apply for any number of Offer Shares which is more than your assured entitlement set out in Box B of this Application Form, i.e. the excess Offer Shares, you should use the separate Excess Application Form and enter in the appropriate space provided in the Excess Application Form the number of excess Offer Shares for which you wish to apply for and the total amount payable (calculated as number of excess Offer Shares applied for multiplied by HK$0.10). You may apply for any number of excess Offer Shares as you wish. If the amount of the corresponding remittance received is less than that required for the number of excess Offer Shares inserted, you will be deemed to have applied for such lesser number of excess Offer Shares for which full payment has been received.
This Application Form and/or the Excess Application Form, when duly completed, to which the appropriate remittance(s) should be stapled accordingly, should be folded once and must be lodged to the Company's branch share registrar in Hong Kong, Union Registrars Limited at 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong (address to be changed to A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong with effect from 1 December 2014), by no later than 4:00 p.m. on Thursday, 11 December 2014 (or, under bad weather conditions, such Latest Acceptance Time as mentioned in the section headed "Expected timetable" in the Prospectus). All remittances must be made in Hong Kong dollars. Cheques must be drawn on an account with, and banker's cashier orders must be issued by, a licensed bank in Hong Kong and made payable to "ARTINI CHINA CO. LTD. - OPEN OFFER ACCOUNT" for Offer Shares under assured entitlement and made payable to "ARTINI CHINA CO. LTD. - EXCESS APPLICATION ACCOUNT" for excess Offer Shares and crossed "ACCOUNT PAYEE ONLY". Unless this Application Form and/or the Excess Application Form, together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form and/or the appropriate remittance shown in the Excess Application Form has/have been received by 4:00 p.m. on Thursday, 11 December 2014, your right to apply for the Offer Shares and/or the excess Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.
Share certificate(s) is/are expected to be despatched by ordinary post to you on or before Friday, 19 December 2014 at your own risk.

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriter may terminate the Underwriting Agreement on or before the Latest Time for Termination if prior to the Latest Time for Termination, any of the following happens:
(a) the Underwriter shall become aware of the fact that, or shall have reasonable cause to believe that, any of the warranties was (when originally given or when repeated in accordance with the provisions of the Underwriting Agreement) untrue, inaccurate, misleading or breached, and in each case where it is material in the context of the Open Offer;
(b) (i) any new law or regulation is enacted, or there is any change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority, whether in Hong Kong or elsewhere;
(ii) any occurrence of local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets;
(iii) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lockout;
(iv) any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing;
(v) any change of an exceptional nature in local, national or international equity securities or currency markets;
(vi) any suspension in the trading of the Company's securities on the Stock Exchange for a period of more than 10 consecutive Business Days, excluding any suspension in connection with the clearance of the Announcement or circular relating to the Capital Reorganisation, the Open Offer or the Prospectus Documents or other announcement or circular relating in connection with the Capital Reorganisation and Open Offer;
(vii) any material disruption in securities settlement, payment or clearance services in Hong Kong authorities; (viii) any moratorium on commercial banking activities having been declared by Hong Kong authorities;
(ix) any change or development involving a prospective change in taxation or exchange controls in Hong Kong or elsewhere, which event or events, in the reasonable opinion of the Underwriter, is or are:
(1) likely to have a material adverse effect on the business or financial or trading position or prospects of the Group as a whole; (2) likely to have a material adverse effect on the success of the Open Offer or the level of Offer Shares taken up; or
(3) so material as to make it inappropriate, inadvisable or inexpedient to proceed further with the Open Offer. If the Underwriter terminates the Underwriting Agreement, the Open Offer will not proceed.

CHEQUES AND BANKER'S CASHIER ORDERS

All cheques and banker's cashier orders will be presented for payment immediately upon receipt and all interest earned on such application monies (if any) will be retained for the benefit of the Company. Completion and lodgment of the Application Form and/or the Excess Application Form together with a cheque or banker's cashier order in payment of the Offer Shares and/or the excess Offer Shares being applied for will constitute a warranty by you that the cheque or banker's cashier order will be honored upon first presentation. Any Application Form in respect of which the accompanying cheque and/or banker's cashier order is dishonored on first presentation is liable to be rejected, and in such event, the assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled, in the event of overpaid application, a refund cheque will be made out to you only if the overpaid amount is HK$100 or above.

STATUS OF THE OFFER SHARES

The Offer Shares when allotted, issued and fully paid, will rank pari passu in all respects with the then existing New Shares in issue on the date of allotment and issue of the Offer
Shares including the right to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the Offer Shares.

SHARE CERTIFICATES

Subject to the Open Offer becoming unconditional, share certificates for all fully paid Offer Shares are expected to be despatched on or before Friday, 19 December 2014 by ordinary post to the Qualifying Shareholders who have validly accepted and (where applicable) applied for, and paid for the Offer Shares at their own risks. You will receive one share certificates for all relevant Offer Shares registered under your name.

GENERAL

All documents will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses.
Lodgement of this Application Form and/or the Excess Application Form purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party(ies) lodging it to deal with the same and to receive relevant certificates of the Offer Shares.
This Application Form and/or the Excess Application Form and any acceptance of the Offer Shares pursuant to it shall be governed by, and construed in accordance with, the laws of
Hong Kong.

雅 天 妮 中 國 有 限 公 司

（於百 慕 達 註 冊 成 立 之 有 限 公 司）

（股 份 代 號：789）

1.

2.

3.

)J

4. )J )J

5.

6.

7.

)J

8. \H \H

T * 0.10

T \H

* 0.10

33 18

33 A18 []

T

)J

(a)

(b) (i)

(ii)

(iii)

(iv)

(v)

(vi) t

(vii)

(viii) § 11

(ix)

(1)

(2)

(3) fi

)J i 100

)J

§

\H

1

distributed by