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EXHIBIT 4.3
THESE RIGHTS MAY NOT BE EXERCISED BY RESIDENTS OF ANY JURISDICTION WHERE IT IS
UNLAWFUL FOR THE COMPANY TO MAKE THE OFFERING OR TO SELL THE UNITS SUBJECT
TO THIS CERTIFICATE.
RIGHTS ARE NOT TRANSFERABLE AND WILL BECOME VOID UNLESS THE SUBSCRIPTION FORM ON
THE REVERSE SIDE IS PROPERLY COMPLETED AND, TOGETHER WITH SUBSCRIPTION
PAYMENT(S) FOR ALL UNITS PURCHASED PURSUANT TO THE EXERCISE OF RIGHTS OR THE
OVERSUBSCRIPTION PRIVILEGE, IS RECEIVED BY THE RIGHTS AGENT NO LATER THAN
9:00 A.M., LOS ANGELES TIME, ON ____________, 1997
Certificate No. R
CUSIP No. 629865 13 0 UNITS
NAM TAI ELECTRONICS, INC
NONTRANSFERABLE RIGHTS TO PURCHASE THE NUMBER OF UNITS SHOWN ABOVE
(EACH UNIT CONSISTING OF ONE COMMON SHARE, $0.01 PAR VALUE, AND ONE COMMON
SHARE PURCHASE WARRANT)
Maximum Oversubscription Privilege
Allowed
The registered holder hereof named above (the "Holder"), is entitled to
purchase from Nam Tai Electronics, Inc., an International Business Company
incorporated in the British Virgin Islands (the "Company"), at any time before
9:00 a.m. Los Angeles time, on _____________, 1997 (the "Expiration Date"), at
the Subscription Price per Unit set forth on the Cover Page of the Prospectus
referred to on the reverse hereof, the number of units of the Company (the
"Units") set forth above (the "Basic Subscription Privilege").
Each Holder who elects to exercise the Basic Subscription Privilege also
has the right to subscribe, at the Subscription Price, for the number of
additional units of the Company equal to the product of .40 times the number of
Units purchased by the Holder pursuant to the Basic Subscription Privilege
subject to reduction to an amount not less than 15% of the Units initially
subscribed for by the Holder upon the election of Joseph Charles & Associates,
Inc., the representative of the standby underwriters for the standby offering
described in the Prospectus (the "Prospectus") delivered herewith (the
"Oversubscription Privilege"), and, in any event, subject to pro rata allocation
among oversubscribers if there are insufficient Units to fill all
oversubscriptions.
Subscriptions pursuant hereto are subject to the terms and conditions
set forth in the Prospectus. The Rights evidenced hereby may be exercised by
presentation of this Rights Certificate, with the Subscription Form appearing on
the reverse side of this Certificate duly completed and executed and
simultaneous payment of the Subscription Price to the Rights Agent at the
address indicated on the Subscription Form. Payment of such Subscription Price
shall be made in cash or by certified check, bank draft, wire transfer or money
order payable to the order of the Rights Agent. The wire transfer address for
the Rights Agent is Nam Tai Electronics, Inc. Rights Offering Account, c/o First
Professional Bank, Santa Monica, CA, ABA #122239335 Account #004-900588. Funds
received by the Rights Agent for the Subscription Price will be held in custody
by the Rights Agent for the benefit of the persons who have beneficial interest
therein. The Rights evidenced hereby are nontransferable. Any shareholder whose
Common Shares are held of record in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact that person to exercise
Rights.
The Holder hereof may be treated by the Company, the Rights Agent and
all other persons dealing with this Rights Certificate as the absolute owner
hereof for all purposes and as the person entitled to exercise the rights
represented hereby any notice to the contrary notwithstanding.
This Rights Certificate shall not be valid or obligatory for any purpose
until it has been countersigned by the Rights Agent.
COUNTERSIGNED: DATED: NAM TAI ELECTRONICS, INC.
U. S. Stock Transfer Corporation
By: [SIG] By: [SIG]
Authorized Signature M.K. Koo,
Chairman of the Board
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SUBSCRIPTION FORM
Return to: U.S. STOCK TRANSFER CORP.
1745 Gardena Avenue
2nd Floor
Glendale CA 91204
A. TO EXERCISE BASIC SUBSCRIPTION PRIVILEGE: The undersigned acknowledges
receipt and review of the Prospectus dated _________, 1997 (the
"Prospectus") and hereby irrevocably elects to exercise the right to
purchase the number of Units provided for below, upon the terms and
conditions described in the Prospectus:
Number of full Units subscribed for _____________ at $__________
per Unit (not to exceed the number of Units indicated on the
reverse side)
1. Amount Enclosed for Basic Subscription Privilege.....$________
B. TO EXERCISE OVERSUBSCRIPTION PRIVILEGE (Basic Subscription Privilege
must be exercised in full): The undersigned hereby irrevocably
oversubscribes for the number of Units provided for below, upon the
terms and conditions described in the Prospectus:
Number of Units oversubscribed for ______________, at $__________
per Unit (not to exceed the product of .40 times the number of
Units purchased by the exercise of Rights as indicated in "A"
above).
2. Amount Enclosed for Oversubscription Privilege.....$__________
3. Total Amount Enclosed (#1 + # 2)...................$__________
CASHIER'S CHECK, BANK DRAFT, OR MONEY ORDER PAYABLE TO THE RIGHTS AGENT
FOR THE TOTAL NUMBER OF UNITS SUBSCRIBED FOR PURSUANT TO THE BASIC SUBSCRIPTION
PRIVILEGE AND THE OVERSUBSCRIPTION PRIVILEGE MUST BE ENCLOSED OR FUNDS MUST BE
WIRE TRANSFERRED TO THE RIGHTS AGENT, OR THE NOTICE OF GUARANTEED DELIVERY IN
THE FORM ATTACHED HERETO MUST BE DELIVERED TO THE RIGHTS AGENT ON OR BEFORE 9:00
A.M. LOS ANGELES TIME, ON ____________, 1997.
Dated:______________, 1997
Name and Address of Holder:_____________________________________________________
_____________________________________________________
_____________________________________________________
Subscriber's Signature:___________________________
(Note: The above signature must correspond with the name as it appears upon the
face of the Rights Certificate in every particular, without alteration or
enlargement or any change whatever.)
The Rights Agent will hold in custody payments for Units which a Holder
wishes to purchase pursuant to the Oversubscription Privilege until the Rights
Offering is terminated and the number of available Units is determined. Holders
will be refunded, without interest, any portion of amounts paid for
Oversubscription Privilege subscriptions to the extent such subscriptions are
not filled.