Kong Limited, Hong Kong Securities Clearing Company Limited and the Securities and Futures Commission of Hong Kong take no responsibility for
the contents of this 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 form.
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FORM OF ACCEPTANCE AND TRANSFER FOR USE IF YOU WANT TO ACCEPT THE SHARE OFFER.

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BALtrans Holdings Limited
(incorporated in Bermuda with limited liability)
(Stock code p : 562)
FORM OF ACCEPTANCE AND TRANSFER OF SHARES OF

HK$0.10 EACH IN THE ISSUED SHARE CAPITAL OF
BALTRANS HOLDINGS LIMITED

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All parts should be completed i|
Branch Registrar Tricor Abacus Limited 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong
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FOR THE CONSIDERATION stated below the “Transferor(s)” named below hereby transfer(s) to the “Transferee” named below the Share(s) specified
below subject to the terms and conditions contained herein and in the accompanying Composite Document.
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WORDS }3
Number of Shares(s)
(Note)
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FIGURES pf
Share certificate number(s)
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TRANSFEROR(S)
name(s) and address
in full
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(EITHER TYPEWRITTEN OR
WRITTEN IN BLOCK CAPITALS)
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Family name(s) or company name(s): Forename(s):
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Address:
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Telephone number:
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TRANSFEREE

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Name HjToll (BVI) Limited
Registered Office Wl+: Kingston Chambers, P. O. Box 173, Road Town, Tortola,
The British Virgin Islands
Occupation 8jCorporation ,[
SIGNED by the parties to this transfer, this day of , 2008_7+PZgg^
PLEASE
DO NOT
DATE

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ALL JOINT
HOLDERS
MUST SIGN
HERE

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Signature(s) of Transferee
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Signed by the Transferor(s) in the presence of:
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SIGNATURE OF WITNESS [
NAME OF WITNESS [
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Occupation 8
For and on behalf of
Toll (BVI) Limited
Signature(s) of Transferor(s)
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CONSIDERATION

HK$7.60 in cash for each Share or HK$7.75 in cash for each Share (if valid acceptances of 90% or more in value
of the Shares on a fully diluted basis assuming all outstanding Options are exercised in full, are received)
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Authorised Signatory(ies)

Note: Insert the total number of Shares for which the Share Offer is accepted. If no number is inserted or a number in excess of your registered holding of Shares is inserted on
this form of acceptance and transfer and you have signed this form, you will be deemed to have accepted the Share Offer for your entire registered holding of Shares.
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PERSONAL DATA
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Personal Information Collection Statements
This personal information collection statement informs you of the policies
and practices of the Offeror, the Registrar and in relation to personal data
and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong) (the “Ordinance”).
1. Reasons for the collection of your personal data
To accept the Share Offer for your Shares, you must provide the
personal data requested. Failure to supply the requested data may
result in the processing of your acceptance being rejected or delayed.
2. Purposes
The personal data which you provide on this form may be used, held
and/or stored (by whatever means) for the following purposes:
• processing your acceptance and verification or compliance with
the terms and application procedures set out in this form and
the Composite Document;
• registering transfers of the Share(s) out of your name;
• maintaining or updating the relevant register of holders of the
Share(s);
• conducting or assisting to conduct signature verifications, and
any other verification or exchange of information;
• distributing communications from the Offeror and/or its holding
companies, subsidiaries or agents such as the financial advisers
and the Registrar;
• compiling statistical code information and shareholder profiles;
• making disclosures as required by laws, rules or regulations
(whether statutory or otherwise);
• any other purpose in connection with the business of the Offeror
or the Registrar; and
• any other incidental or associated purposes relating to the above
and other purpose to which the Shareholders may from time to
time agree to or be informed of.
3. Transfer of personal data
The personal data provided in this form will be kept confidential but
the Offeror and the Registrar may, to the extent necessary for achieving
the purposes above or any of them, make such enquiries as they
consider necessary to confirm the accuracy of the personal data and,
in particular, they may disclose, obtain, transfer (whether within or
outside Hong Kong) such personal data to, from or with any and all
of the following persons and entities:
• the Offeror and/or agent(s), such as the financial advisers and
the Registrar;
• any agents, contractors or third party service providers who
offer administrative, telecommunications, computer, payment
or other services to the Registrar, in connection with the
operation of its business;
• any regulatory or governmental bodies;
• any other persons or institutions with which you have or propose
to have dealings, such as your bankers, solicitors, accountants
or licensed securities dealers or registered institution in
securities; and
• any other persons or institutions whom the Offeror or the
Registrar considers to be necessary or desirable in the
circumstances.
4. Access and correction of personal data
The Ordinance provides you with rights to ascertain whether the
Offeror or the Registrar holds your personal data, to obtain a copy of
that data, and to correct any data that is incorrect. In accordance with
the Ordinance, the Offeror and the Registrar have the right to charge
a reasonable fee for the processing of any data access request. All
requests for access to data or correction of data or for information
regarding policies and practices and the kinds of data held should be
addressed to the Offeror or the Registrar (as the case may be).
BY SIGNING THIS FORM YOU AGREE TO ALL OF THE ABOVE

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THIS FORM OF ACCEPTANCE AND TRANSFER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
as to any aspect of this form of acceptance and transfer or as to the action to be taken, you should consult your licensed securities dealer or registered
institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in BALtrans Holdings Limited, you should at once hand this form of acceptance and transfer and the
accompanying document to the purchaser(s) or the transferee(s) or to the bank or the licensed securities dealer or registered institution in securities
or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Unless the context otherwise requires, terms used in this form shall bear the same meanings as those defined in the accompanying composite offer
and response document dated 22 January 2008 (the “Composite Document”) issued jointly by Toll (BVI) Limited and BALtrans Holdings Limited.
HOW TO COMPLETE THIS FORM

This form of acceptance and transfer should be read in conjunction with the Composite Document. The provisions of Appendix I to the Composite Document
are incorporated into and form part of this form of acceptance and transfer.
To accept the Share Offer made by Standard Chartered Bank on behalf of the Offeror, you should complete and sign this form of acceptance and transfer and
forward this form, together with the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory
indemnity or indemnities required in respect thereof) for not less than the number of Shares in respect of which you intend to accept the Share Offer, by post
or by hand, marked “BHL Share Offer” on the envelope, to the Registrar, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong
Kong as soon as practicable, but in any event so as to reach the Registrar no later than 4:00 p.m. on Tuesday, 12 February 2008 (or such later time and/or
date as the Offeror may announce with the permission of the Executive).
FORM OF ACCEPTANCE AND TRANSFER IN RESPECT OF THE SHARE OFFER

To: the Offeror and Standard Chartered Bank
1. My/Our execution of this form of acceptance and transfer (whether or not such form is dated), which shall be binding on my/our successors and
assignees, shall constitute:
(a) my/our acceptance of the Share Offer made by Standard Chartered Bank on behalf of the Offeror, as contained in the Composite Document, for
the consideration and on and subject to the terms and conditions therein and herein mentioned, in respect of the number of Shares specified in
this form of acceptance and transfer or, if no such number is specified or a greater number is specified than I/we am/are registered as the
holder(s) thereof, in respect of such number of Shares as to which I/we am/are registered as the holder(s);
(b) my/our irrevocable instruction and authority to the Offeror, Standard Chartered Bank or their respective agent(s) to send a cheque crossed “Not
negotiable – account payee only” drawn in my/our favour for the cash consideration to which I/we shall have become entitled under the terms
of the Share Offer after deducting all sellers’ ad valorem stamp duty payable by me/us in connection with my/our acceptance of the Share Offer,
by ordinary post at my/our risk to the person and the address stated below or, if no name and address is stated below, to me or the first-named
of us (in the case of joint registered Shareholders) at the registered address shown in the register of members of the Company:
(Insert name and address of the person to whom the cheque is to be sent if different from the registered Shareholder or the first-named of joint
registered Shareholders.)
Name: (in block capitals)
Address: (in block capitals)
(c) my/our irrevocable instruction and authority to the Offeror, Standard Chartered Bank or such person or persons as they may direct for the
purpose, on my/our behalf, to make and execute the contract note as required by Section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the
Laws of Hong Kong) to be made and executed by me/us as the seller(s) of the Share(s) to be sold by me/us under the Share Offer and to cause
the same to be stamped and to cause an endorsement to be made on this form of acceptance and transfer in accordance with the provisions of
that Ordinance;
(d) my/our irrevocable instruction and authority to the Offeror, Standard Chartered Bank or such person or persons as they may direct to complete
and execute any document on my/our behalf including without limitation to insert a date in this form of acceptance and transfer or, if I/we or
any other person shall have inserted a date, to delete such date and insert another date and to do any other act that may be necessary or
expedient for the purpose of vesting in the Offeror or such person or persons as it may direct my/our Share(s) tendered for acceptance of the
Share Offer;
(e) my/our undertaking to execute such further documents and to do such acts and things by way of further assurance as may be necessary or
desirable to transfer my/our Share(s) tendered for acceptance under the Share Offer to the Offeror or such person or persons as it may direct
free from all third party rights, liens, claims, charges, equities and encumbrances and together with all rights attaching thereto as at the date of
the Joint Announcement or subsequently becoming attached to them, including, without limitation, the rights to receive all future dividends
and/or other distributions declared, made or paid, if any, on or after the date of the Joint Announcement (except the final dividend for the year
ended 31 July 2007);
(f) my/our agreement to ratify each and every act or thing which may be done or effected by the Offeror, Standard Chartered Bank or their
respective agents or such person or persons as it/they may direct on the exercise of any of the authorities contained herein; and
(g) my/our irrevocable instruction and authority to the Offeror, Standard Chartered Bank or their respective agent(s) to collect from the Registrar
on my/our behalf the share certificate(s) in respect of the Shares due to be issued to me/us in accordance with, and against surrender of, the
enclosed transfer receipt(s), which has/have been duly signed by me/us, and to deliver the same to the Registrar and to authorise and instruct
the Registrar to hold such share certificate(s) subject to the terms and conditions of the Share Offer as if it/they were share certificate(s)
delivered to the Registrar together with this form of acceptance and transfer.
2. I/We understand that acceptance of the Share Offer by me/us will constitute a warranty by me/us to the Offeror and Standard Chartered Bank that (i)
the number of Share(s) specified in this form of acceptance and transfer will be sold free from all third party rights, liens, claims, charges, equities
and encumbrances and together with all rights attaching thereto as at the date of the Joint Announcement or subsequently becoming attached to them,
including, without limitation, the rights to receive all future dividends and/or other distributions declared, paid or made on or after the date of the
Joint Announcement (except the final dividend for the year ended 31 July 2007); and (ii) if my/our registered address is located in a jurisdiction
outside Hong Kong, I/we have fully observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other
consents, complied with all necessary formalities or legal requirements and paid any transfer or other taxes by whomsoever payable, that I/we have
not taken or omitted to take any action which will or may result in the Company, the Offeror, Toll or Standard Chartered Bank or any other person
acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Share Offer or my/our acceptance thereof, and am/
are permitted under all applicable laws to receive and accept the Share Offer, and any revision thereof, and that such acceptance is valid and binding
in accordance with all applicable laws.
3. In the event that my/our acceptance is not valid, or is treated as invalid, in accordance with the terms of the Share Offer, all instructions, authorisations
and undertakings contained in paragraph 1 above shall cease and in which event, I/we authorise and request you to return to me/us my/our share
certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof),
together with this form of acceptance and transfer duly cancelled, by ordinary post at my/our risk to the person and address stated in paragraph 1(b)
above or, if no name and address is stated, to me or the first-named of us (in the case of joint registered Shareholders) at the registered address shown
in the register of members of the Company.
Note: Where you have sent one or more transfer receipt(s) and in the meantime the relevant share certificate(s) has/have been collected by the
Offeror, Standard Chartered Bank or their respective agent(s) from the Registrar on your behalf, you will be sent such share certificate(s) in
lieu of the transfer receipt(s).
4. I/We enclose the relevant share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or
indemnities required in respect thereof) for the whole or part of my/our holding of Share(s) which are to be held by you on the terms and conditions of
the Share Offer. I/We understand that no acknowledgement of receipt of any form(s) of acceptance and transfer, share certificate(s) and/or transfer
receipt(s) and/or other document(s) of title (and/or satisfactory indemnity or indemnities required in respect thereof) will be given. I/we further
understand that all documents will be sent at my/our own risk.
5. I/We warrant that I/we have the full right, power and authority to sell and pass the title and ownership of my/our Shares to the Offeror by way of
acceptance of the Share Offer.
6. I/We warrant to the Offeror and Standard Chartered Bank that I/we have satisfied the laws of the jurisdiction where my/our address is stated in the
register of members of the Company in connection with my/our acceptance of the Share Offer, including the obtaining of any governmental, exchange
control or other consent which may be required and the compliance with necessary formalities or legal requirements.
7. I/We warrant to the Offeror and Standard Chartered Bank that I/we shall be fully responsible for payment of any transfer or other taxes or duties
payable in respect of the relevant jurisdiction where my/our address is stated in the register of members of the Company.