7Road Holdings Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 7Road Holdings Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [43 x 10] intentionally omitted <==

==> picture [56 x 22] intentionally omitted <==

7Road Holdings Limited 第七大道控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 797)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at the conference room of the Company at 4/F, Building 1-A, Tingwei Industrial Park, No. 6 Liufang Road, Baoan District, Shenzhen, the PRC on Tuesday, 23 May 2023 at 11:00 a.m. is set out on pages 96 to 101 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.7road.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. 11:00 a.m. on Sunday, 21 May 2023) or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event, the form of proxy previously submitted shall be deemed to have been revoked.

27 April 2023

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Issue Mandate to Issue Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed Adoption of the New Memorandum and Articles of Association. . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by Way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I — Details of the Directors Proposed to be Re-elected
at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix II — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix III — Proposed Amendments to the Memorandum and
Articles of Association. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96

– i –

DEFINITIONS

“Annual General Meeting”

the annual general meeting of the Company to be held at the conference room of the Company at 4/F, Building 1-A, Tingwei Industrial Park, No. 6 Liufang Road, Baoan District, Shenzhen, the PRC on Tuesday, 23 May 2023 at 11:00 a.m. or any adjournment thereof, the notice of which is set out on pages 96 to 101 of this circular

“Audit Committee” the audit committee of the Company
“Board” the board of Directors
“Cayman Companies Act”

the Companies Act (As Revised) of the Cayman Islands

“Company”
7Road Holdings Limited (第七大道控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability on 6 September 2017 and the Shares of which are listed on the Main Board of the Stock Exchange on 18 July 2018 (Stock Code: 797)
“Contractual Arrangements”
certain contractual arrangements entered into on 13 April 2018 by the Company
“Director(s)” the director(s) of the Company
“Extension Mandate”

a general mandate proposed to be granted to the Directors at the Annual General Meeting to adjust the maximum number of Shares that may be allotted, issued and otherwise dealt with under the Issue Mandate or repurchased under the Repurchase Mandate (as the case may be), if the Company conducts a share consolidation or subdivision after the Issue Mandate or the Repurchase Mandate has been approved at the Annual General Meeting

– 1 –

DEFINITIONS

“Group” the Company and all its subsidiaries and companies whose financial results have been consolidated and accounted as the subsidiaries of the Company by virtue of the Contractual Arrangements, or, where the context so requires, in respect of the period before the Company became the holding company of its current subsidiaries, the business operated by such subsidiaries or their predecessors (as the case may be)

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue or deal with new Shares not exceeding 20% of the aggregate number of issued shares of the Company as at the date of passing the relevant resolution granting the Issue Mandate
“Latest Practicable Date”
24 April 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Memorandum and Articles of Association”
the memorandum and articles of association of the Company currently in force
“New Memorandum and Articles of the second amended and restated memorandum and articles Association” of association of the Company, incorporating and consolidating all the Proposed Amendments

– 2 –

DEFINITIONS

“Nomination Committee” the nomination committee of the Company “PRC” the People’s Republic of China “Proposed Amendments” the proposed amendments to the existing Memorandum and Articles of Association as set out in Appendix III to this circular “Remuneration Committee” the remuneration committee of the Company “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to repurchase Shares not exceeding 10% of the aggregate number of issued shares of the Company as at the date of passing of the relevant resolution granting the Repurchase Mandate

“RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Share(s)” ordinary shares at par value of US$0.000005 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong

– 3 –

DEFINITIONS

“US$” United States dollars, the lawful currency of the United States of America “%” per cent

For identification purpose only

– 4 –

LETTER FROM THE BOARD

==> picture [43 x 10] intentionally omitted <==

==> picture [56 x 22] intentionally omitted <==

7Road Holdings Limited 第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 797)

Executive Directors: Mr. Meng Shuqi (Chairman) Mr. Li Zhengquan Mr. Yang Cheng Mr. Peng Cheng

Independent Non-executive Directors: Mr. Xue Jun Ms. Li Yiqing Mr. Lui Chi Ho

Registered Office: Sertus Chambers, Governors Square Suite #5-204, 23 Lime Tree Bay Avenue P.O. Box 2547 Grand Cayman, KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

27 April 2023

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting, inter alia, (i) the granting of the Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors; (ii) the re-election of the retiring Directors; and (iii) the proposed adoption of the New Memorandum and Articles of Association.

– 5 –

LETTER FROM THE BOARD

ISSUE MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the proposed Issue Mandate to issue Shares. An ordinary resolution will be proposed at the Annual General Meeting to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares in the share capital of the Company up to 20% of the aggregate number of issued shares of the Company as at the date of the passing of the proposed resolution in relation to the Issue Mandate. As at the Latest Practicable Date, the aggregate number of issued Shares was 2,753,200,000 Shares. Subject to the passing of the above ordinary resolution and on the basis that there is no change in the number of the issued shares during the period between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be allotted, issued and otherwise deal with pursuant to the Issue Mandate will be 550,640,000 Shares, being 20% of the aggregate number of issued Shares as at the date of passing of the resolution to approve the Issue Mandate.

The Issue Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association or any applicable laws to be held; or (iii) the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in any general meeting of the Company.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase issued Shares representing up to 10% of the aggregate number of issued shares of the Company as at the date of the passing of the resolution in relation to the Repurchase Mandate. Assuming that there is no change in the number of the issued Shares during the period between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 275,320,000 Shares, being 10% of the total number of issued Shares as at the date of passing of such resolution. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association or any applicable laws to be held; or (iii) the date upon which such authority is revoked or varied by ordinary resolution of the Shareholders in any general meeting of the Company.

– 6 –

LETTER FROM THE BOARD

As required by the Listing Rules, an explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

EXTENSION MANDATE

An ordinary resolution will be proposed at the Annual General Meeting, such that if the Company conducts a share consolidation or subdivision after the Issue Mandate or the Repurchase Mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the Issue Mandate or repurchased under the Repurchase Mandate (as the case may be) as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to articles 108 (a) and (b) of the Memorandum and Articles of Association, Mr. Li Zhengquan and Mr. Xue Jun will retire by rotation at the Annual General Meeting. Further, pursuant to article 112 of the Memorandum and Articles of Association, Mr. Peng Cheng shall hold office only until the Annual General Meeting. Each of Mr. Li Zhengquan, Mr. Xue Jun and Mr. Peng Cheng is eligible and will offer himself for re-election at the Annual General Meeting.

Details of the retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

Mr. Xue Jun, the retiring independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by Mr. Xue Jun, the qualifications, skills and experience, time commitment and contribution of Mr. Xue Jun with reference to the nomination principles and criteria set out in the Company’s board diversity policy, procedures for the Nomination Committee to nominate to the board a person as Director, the Company’s corporate strategy and the independence of Mr. Xue Jun. The Nomination Committee and the Board are satisfied that Mr. Xue Jun has the required character, integrity and experience to continue fulfilling the role of independent non-executive Director.

The Nomination Committee and the Board are satisfied with the contribution of each of Mr. Li Zhengquan, Mr. Xue Jun, Mr. Peng Cheng to the Group. Both the Nomination Committee and the Board believe that the retiring Directors will continue to make contributions to the Board and

– 7 –

LETTER FROM THE BOARD

to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommend the re-election of the retiring Directors.

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 30 March 2023 in relation to the proposed amendments to the Memorandum and Articles of Association.

The Board proposes to amend the Memorandum and Articles of Association to (i) keep up with technological developments allowing general meetings to be held as an electronic meeting (also referred to as a virtual general meeting) or as a hybrid meeting; and (ii) bring the Memorandum and Articles of Association to be in line with the latest legal and regulatory requirements, including the amendments made to Appendix 3 to the Listing Rules which took effect on 1 January 2022. In view of the proposed changes, the Board proposes to adopt the New Memorandum and Articles of Association in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The proposed adoption of the New Memorandum and Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting and will become effective upon the approval by the Shareholders at the Annual General Meeting. The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the legal advisers to the Company as to the laws of the Cayman Islands have confirmed that the Proposed Amendments do not contravene or violate Cayman Islands law. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.

The Proposed Amendments and the New Memorandum and Articles of Association are prepared in the English language. The Chinese translation thereof is for reference only and in case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members of the Company will be closed from Wednesday, 17 May 2023 to Tuesday, 23 May 2023, both days inclusive, during which period no transfer of Shares can

– 8 –

LETTER FROM THE BOARD

be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 16 May 2023.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 96 to 101 of this circular is the notice of Annual General Meeting at which, among others, ordinary resolutions will be proposed to the Shareholders to consider and approve (i) the granting of the Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors; and (ii) the re-election of the retiring Directors, and (iii) a special resolution will be proposed to the Shareholder to consider and approve the proposed adoption of the New Memorandum and Articles of Association.

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.7road.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. 11:00 a.m. on Sunday, 21 May 2023) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment if they so wish and in such event, the form of proxy previously submitted shall be deemed to have been revoked.

VOTING BY WAY OF POLL

Pursuant to rule 13.39(4) of the Listing Rules and article 72 of the Memorandum and Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

– 9 –

LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each fully paid share registered in his/her/its name in the register. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors, the re-election of the retiring Directors and the proposed adoption of the New Memorandum and Articles of Association are in the best interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully By order of the Board 7Road Holdings Limited Meng Shuqi Chairman

– 10 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting and which are required to be disclosed under the Listing Rules.

(1) Mr. Li Zhengquan

Position and experience

Mr. Li Zhengquan (“ Mr. Li ”), aged 47, is an executive Director, joint company secretary and chief financial officer. Mr. Li has over 17 years of experience in financial management. Mr. Li served as the assistant president of Guolian Securities Co., Ltd. (國聯證券股份有限公司) (“ Guolian Securities ”), a company whose shares are listed on the Stock Exchange (Stock Code: 1456), from July 2011 to December 2012. Mr. Li then served as the deputy general manager of Guolian Trust Co., Ltd. (國聯信託股份有限公司) from January 2013 to December 2013. He served as the director of Hua Ying Securities Co., Ltd. (華英證券有限責任公司) from April 2016 to September 2017. Mr. Li also served as the vice president and the secretary of the board of directors of Guolian Securities from January 2014 to November 2018. Mr. Li has been a non-independent director of Cloud Live Technology Group Co., Ltd. (中科雲網科技集團股份有限公司), a company whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 002306), since March 2019. Mr. Li has been a director of Jiangsu Haohua Transmission Control Co., Ltd. (江蘇昊華傳動控制股份有限公司), a company whose shares are listed on the National Equities Exchange and Quotations (Stock Code: 831602), since 22 September 2020. Mr. Li has been an independent director of Lawton Development Co., Ltd. (羅頓發展股份有限公司), a company whose shares were delisted from the Shanghai Stock Exchange in June 2022, since 2 November 2020. Mr. Li has been an independent director of Wuxi Fangsheng Heat Exchanger Co., Ltd. (無錫方盛換熱器股份有限公司), a company whose shares are listed on the Beijing Stock Exchange (Stock Code: 832662), since December 2021.

Mr. Li obtained a doctoral degree in economics from Peking University (北京大學) in July 2005, and was a member of the Profession Committee of Direct Investment Industry of the Securities Association of China (中國證券業協會直接投資業務專業委員會) from July 2012 to December 2020.

Length of service and director’s emoluments

Pursuant to the service agreement entered into between Mr. Li and the Company, his term of office was three years from 30 April 2022. He is subject to retirement and re-election at the Annual General Meeting in accordance with the Memorandum and Articles of Association.

– 11 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Pursuant to the said service agreement, Mr. Li is entitled to receive an annual salary of RMB1,000,000. The emoluments of Mr. Li are determined by the Board with reference to the recommendation given by the Remuneration Committee, having regard to the Group’s operating results, his individual performance and comparable market statistics.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Li does not have any relationships with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Li was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information regarding Mr. Li to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.

(2) Mr. Peng Cheng

Position and experience

Mr. Peng Cheng (“ Mr. Peng ”), aged 41, has been the chief executive officer of the Company since 1 September 2019. He has substantial experience in the online game industry and had successfully led the development of a number of premium online games. From May 2005 to March 2010, Mr. Peng worked as a senior game producer at Shengda Games Limited (盛大遊戲有限公司). From April 2010 to July 2019, Mr. Peng was the vice president of Giant Network Group Co., Ltd. (巨人網絡集團股份有限公司), a company whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 002558). Mr. Peng graduated from Chengde Petroleum College (承德石油高等專科學校) in the PRC in July 2004.

– 12 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Mr. Peng did not hold any other directorships in listed public companies in Hong Kong or overseas in the last three years.

Length of service and director’s emoluments

Pursuant to the service contract entered into between Mr. Peng and the Company in respect of his appointment as an executive Director, the chief executive officer of the Company and such other roles as may be designated by the Company from time to time, his term of office was three years with effect from 8 March 2023. He is subject to retirement and re-election at the Annual General Meeting in accordance with the Memorandum and Articles of Association.

Pursuant to the service contract, Mr. Peng is entitled to an annual salary of HK$2,760,000 with discretionary bonus. Mr. Peng’s remuneration was determined by the Board with reference to the recommendation given by the Remuneration Committee, having regard to the prevailing market conditions, his experience, his duties and responsibilities, his qualifications and the directors’ remuneration policy of the Company.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Peng does not have any relationship with other Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Peng was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information regarding Mr. Peng to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters concerning the re-appointment of Mr. Peng as an executive Director that need to be brought to the attention of the Shareholders.

– 13 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(3) Mr. Xue Jun

Position and experience

Mr. Xue Jun (“ Mr. Xue ”), aged 47, is an independent non-executive Director. Mr. Xue is also the chairman of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee. Mr. Xue has over 23 years of experience in auditing and financial management. Mr. Xue served as an audit manager in PricewaterhouseCoopers from July 1998 to October 2005. He has been acting as a partner and the deputy principal of Shanghai My Whole Way Certified Public Accountants (上海浩威會計師事務所) since October 2005. Mr. Xue obtained his bachelor’s degree in Economics from Shanghai Jiaotong University (上海交通大學) in June 1998. Mr. Xue obtained the qualification of Chinese Certified Public Accountant and Chartered Financial Analyst in December 2001 and November 2010, respectively.

Mr. Xue did not hold any directorships in listed public companies in Hong Kong or overseas in the last three years.

Length of service and director’s emoluments

Pursuant to the letter of appointment entered into between Mr. Xue and the Company, his term of office was three years from 14 December 2021. He is subject to retirement and re-election at the Annual General Meeting in accordance with the Memorandum and Articles of Association.

Pursuant to the letter of appointment, Mr. Xue is entitled to receive an annual salary of HK$300,000 without discretionary bonus. The emoluments of Mr. Xue were determined by the Board with reference to the recommendation given by the Remuneration Committee, having regard to the Group’s operating results, his individual performance, duties and responsibilities and comparable market statistics.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xue does not have any relationship with other Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company.

– 14 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xue was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information regarding Mr. Xue to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning the re-appointment of Mr. Xue as an independent non-executive Director that need to be brought to the attention of the Shareholders.

Nomination policy and process for the independent non-executive Director

The Nomination Committee and the Board have followed the nomination policy adopted by the Company and the board diversity policy adopted by the Company for the re-appointment of Mr. Xue as an independent non-executive Director. All Board appointments will be made on merit basis based on the Group’s business needs from time to time while taking into account the benefit of diversity. In accordance with the Company’s nomination policy, the Company will ensure that the Board has a balance of skills, experience and diversity of perspectives necessary to enhance the effectiveness of the Board and to maintain high standards of corporate governance. Selection of Board candidates will be based on a range of factors with reference to the Group’s business needs, including but not limited to age, gender, nationality, educational background, industry and professional experience. The Nomination Committee will select board members in accordance with the Company’s nomination policy and will also give consideration to the Company’s Board diversity policy.

Mr. Xue was appointed as an independent non-executive Director with effect from 14 December 2018. Mr. Xue has extensive experience in auditing and financial management. In considering the re-election of Mr. Xue, the Nomination Committee has considered the past performance of Mr. Xue, the independence confirmation pursuant to Rule 3.13 of the Listing Rules being furnished to the Company and the background, skills, knowledge and experience of Mr. Xue having regard to the board diversity policy adopted by the Board. The Nomination Committee considered that the appointment of Mr. Xue can contribute to the diversity of the Board having regard to his background, skills, knowledge and experience in the area of auditing and financial management.

– 15 –

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The re-election of Mr. Xue as an independent non-executive Director will continue to further replenish the valuable knowledge of the Board in the area of auditing and financial management. As such, the Nomination Committee recommended the re-appointment of Mr. Xue to the Board for the Board to recommend to the Shareholders for re-election at the Annual General Meeting. The Board believes that Mr. Xue’s re-election is in the interests of the Company and its Shareholders as a whole and therefore should be re-elected.

– 16 –

EXPLANATORY STATEMENT

APPENDIX II

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 2,753,200,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 275,320,000 Shares, representing 10% of the issued shares of the Company as at the date of the Annual General Meeting, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association or any applicable laws to be held; or (iii) the date upon which such authority is revoked or varied by the ordinary resolutions passed by the Shareholders in general meeting prior to the next annual general meeting of the Company.

REASONS OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Memorandum and Articles of Association and the Cayman Companies Act. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of either the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital (including share premium account and capital redemption reserve) if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.

– 17 –

EXPLANATORY STATEMENT

APPENDIX II

IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2022, being the date of the latest published audited financial statements of the Company) if the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined under the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

The Listing Rules prohibit a company from making a repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands, and are not aware of any other consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

– 18 –

EXPLANATORY STATEMENT

APPENDIX II

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

SHARE PRICES

The highest and lowest traded prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Price per	Share
	Highest	Lowest
	traded prices	traded	prices
	HK$		HK$
2022
April	2.600		2.400
May	2.610		2.330
June	2.650		2.390
July	2.600		2.570
August	2.600		2.430
September	2.540		2.420
October	2.500		2.440
November	2.490		2.450
December	2.470		2.410
2023
January	2.450		2.430
February	2.430		2.380
March	2.410		2.150
April (up to Latest Practicable Date)	2.350		2.210

– 19 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The following are the details of the Proposed Amendments to the Memorandum and Articles of Association. Deleted texts are presented in strikethrough and additional texts are presented in underline.

Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Memorandum and Articles of Association.

GENERAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Replacing all references to the defined term “Companies Law” with “Act” wherever they appear in the articles of association of the Company (the “ Articles ”).
Save for Articles 1, 12(b), 21(b), 24, 38, 50, 97, 98(b), 98(c), 105(f), 105(h), 109(d), 113, 125, 142(c), 150, 160(a)(i)(B), 160(a)(ii)(B), 180(a)(vi), 180(b) and 194(d)(i), replacing all references to the words “notice” and “notices” with the words “Notice” and “Notices” respectively wherever they respectively appear in the Articles.

SPECIFIC AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted and shall include, but without limitation: ~~The objects for which the Company is established are unrestricted and except as prohibited or limited by the laws of the Cayman Islands, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in any part of the world whether as principal, agent, contractor or otherwise.~~
(a) to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company; and

– 20 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

(b)	to act as an investment company and for that purpose to subscribe, acquire,
	hold, dispose, sell, deal in or trade upon any terms, whether conditionally or
	absolutely, shares, stock, debentures, debenture stock, annuities, notes,
	mortgages, bonds, obligations and securities, foreign exchange, foreign
	currency deposits and commodities, issued or guaranteed by any company
	wherever incorporated, or by any government, sovereign, ruler, commissioners,
	public body or authority, supreme, municipal, local or otherwise, by original
	subscription, tender, purchase, exchange, underwriting, participation in
	syndicates or in any other manner and whether or not fully paid up, and to
	meet calls thereon.

Subject to the following provisions of this Memorandum of Association, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act (As Revised). ~~Without prejudice to the generality of the foregoing, the objects of the Company shall include, but without limitation, the following:~~

~~(a) To carry on the business of an investment company and for that purpose to acquire and hold, either in the name of the Company or in that of any nominee, land and real estate, gold and silver bullion, shares (including shares in the Company), stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign, ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world.~~

~~(b) To lend money with or without security either at interest or without and to invest money of the Company in such manner as the Directors think fit.~~
~~(c) To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and other property or any interest in the same in any part of the world.~~

– 21 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

~~(d) To carry on the business of a commodity, commodity futures and forward contracts trader and for that purpose to enter into spot, future or forward contracts for the purchase and sale of any commodity including, but without prejudice to the generality of the foregoing, any raw materials, processed materials, agricultural products, produce or livestock, gold and silver bullion, specie and precious or semi- precious stones, goods, articles, services, currencies, rights and interests which may now or in the future be bought and sold in commerce and whether such trading is effected on an organised commodity exchange or otherwise and either to take delivery of, or to sell or exchange any such commodities pursuant to any contract capable of being entered into on any such commodities exchange.~~
~~(e) To carry on whether as principals, agents or otherwise the business of providing and supplying goods, equipment, materials and services of whatsoever nature, and of financiers, company promoters, realtors, financial agents, land owners and dealers in or managers of companies, estates, lands, buildings, goods, materials, services, stocks, leases, annuities and securities of whatsoever type or kind.~~
~~(f) To purchase or otherwise acquire and hold any rights, privileges, concessions, patents, patent rights, licences, secret processes and any real or personal property of any kind whatsoever.~~
~~(g) To build, equip, furnish, outfit, repair, purchase, own, charter and lease steam, motor, sail or other vessels, ships, boats, tugs, barges, lighters or other property to be used in the business of shipping, transportation, chartering and other communication and transport operations for the use of the Company or for others, and to sell, charter, lease, mortgage, pledge or transfer the same or any interest therein to others.~~
~~(h) To carry on the business of importers, exporters and merchants of goods, produce, stores and articles of all kinds both wholesale and retail, packers, customs brokers, ship agents, warehousemen, bonded or otherwise and carriers and to transact every kind of agency, factor and brokerage business or transaction which may seem to the Company directly or indirectly conducive to its interests.~~

– 22 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

~~(i) To carry on the business of consultants in connection with all manner of services and advisers on all matters relating to companies, firms, partnerships, charities, political and non-political persons and organisations, governments, principalities, sovereign and republican states and countries and to carry on all or any of the businesses of financial, industrial, development, architectural, engineering, manufacturing, contracting, management, advertising, professional business and personal consultants and to advise upon the means and methods for extending, developing, marketing and improving all types of projects, developments, businesses or industries and all systems or processes relating to such businesses and the financing, planning, distribution, marketing and sale thereof.~~
~~(j) To act as a management company in all branches of that activity and without limiting the generality of the foregoing, to act as managers of investments and hotels, estates, real property, buildings and businesses of every kind and generally to carry on business as managers, consultants or agents for or representatives of owners of property of every kind, manufacturers, funds, syndicates, persons, firms and companies for any purpose whatsoever.~~
~~(k) To carry on any other trade or business which may seem to the Company capable of being carried on conveniently in connection with any business of the Company.~~
~~(l) To borrow or raise money by the issue of ordinary debenture stock or on mortgage or in such other manner as the Company shall think fit.~~
~~(m) To draw, make, accept, endorse, discount, execute and issue all instruments both negotiable and non-negotiable and transferable including promissory notes, bills of exchange, bills of lading, warrants, debentures and bonds.~~
~~(n) To establish branches or agencies in the Cayman Islands and elsewhere and to regulate and to discontinue the same.~~
~~(o) To distribute any of the property of the Company among the members of the Company in specie.~~

– 23 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

~~(p) To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or company or to take or otherwise acquire and hold shares, stock, debentures or other securities of or interest in any other company carrying on any business or possessed of any property or rights.~~
~~(q) To grant pensions, allowances, gratuities and bonuses to employees or ex-employees of the Company or the dependents of such persons and to support, establish or subscribe to any charitable or other institutions, clubs, societies or funds or to any national or patriotic fund.~~
~~(r) To lend and advance moneys or give credit to such persons and on such terms as may be thought fit and to guarantee or stand surety for the obligations of any third party whether such third party is related to the Company or otherwise and whether or not such guarantee or surety is to provide any benefits to the Company and for that purpose to mortgage or charge the Company’s undertaking, property and uncalled capital or any part thereof, on such terms and conditions as may be thought expedient in support of any such obligations binding on the Company whether contingent or otherwise.~~
~~(s) To enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture, reciprocal concession, amalgamation or otherwise with any person or persons or company engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise from which this Company would or might derive any benefit whether direct or indirect and to lend money, guarantee the contracts of or otherwise assist any such person or company and to take subscribe for or otherwise acquire shares and securities of any such company and to sell, hold, re issue with or without guarantee or otherwise deal with the same.~~
~~(t) To enter into any arrangements with any authorities, municipal or local or otherwise and to obtain from any such authority any rights, privileges or concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges or concessions.~~

– 24 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company
~~(u) To do all such things as are incidental to or which the Company may think conducive to the attainment of the above objects or any of them.~~
Nothing in this Memorandum of Association shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. ~~If the Company is registered as an exempted company as defined in the Cayman Islands Companies Law, it shall have the power, subject to the provisions of the Cayman Islands Companies Law and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.~~
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. ~~The liability of the members of the Company is limited.~~
The liability of each Shareholder is limited to the amount from time to time unpaid on such Shareholder’s Shares. ~~The authorised share capital of the Company is US$50,000 consisting of 10,000,000,000 shares of a nominal or par value of US$0.000005 each with the power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.~~

– 25 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Memorandum No. 8. 9. 10.	Proposed amendments showing changes to the existing amended and restated memorandum of association of the Company The share capital of the Company is US$50,000 divided into 10,000,000,000 Shares of
	a nominal or par value of US$0.000005 each, with the power for the Company, insofar
	as is permitted by law, to redeem or purchase any of its Shares and to increase or
	reduce the said share capital subject to the provisions of the Companies Act (As
	Revised) and the Articles of Association of the Company and to issue any part of its
	share capital, whether original, redeemed or increased, with or without any preference,
	priority or special privilege or subject to any postponement of rights or to any
	conditions or restrictions; and so that, unless the conditions of issue shall otherwise
	expressly declare, every issue of Shares, whether declared to be preference or
	otherwise, shall be subject to the power hereinbefore contained. The Company may exercise the power contained in the Companies Act (As Revised)
	to deregister in the Cayman Islands and be registered by way of continuation in
	another jurisdiction. Capitalised terms that are not defined in this Memorandum of Association bear the
	respective meanings given to them in the Articles of Association of the Company.

SPECIFIC AMENDMENTS TO THE ARTICLES

Article

No. Proposed amendments showing changes to the existing Articles

Table “A” of the Companies ~~Law A~~ ct ( ~~as A~~ s revised) shall not apply to the Company.

(a)	⋯ “Act”	means the Companies Act (As Revised) of the Cayman
		Islands;

⋯

– 26 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

“announcement” means an official publication of a Notice or document of the Company, including a publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the Newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws;
“Articles” means these Articles in their present form or as supplemented or amended or substituted from time to time ~~these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force~~ ;
“Auditors” means the auditor of the Company for the time being and may include any individual or partnership ~~the persons appointed by the Company from time to time to perform the duties of auditors of the Company~~ ;
“Board” means the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present ~~the board of Directors of the Company as constituted from time to time or as the context may require the majority of Directors present and voting at a meeting of the Directors at which a quorum is present~~ ;
“ ~~Call~~ call“ shall include any instalment of a call;
“clear days”
in relation to the period of a Notice that period excluding the day when the Notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

– 27 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

“Clearing House”
- means a clearing house recognised by the laws of the jurisdiction in which the Shares ~~of the Company~~ are listed or quoted ~~with the permission of the Company~~ on a stock exchange ~~in such jurisdiction~~ ;
“Close
means in relation to any Director, shall have the same
Associate(s)” meaning as defined in the Listing Rules as modified from time to time, except that for purposes of Article 107(d) where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to “associate” in the Listing Rules ~~shall have the meaning as defined in the Listing Rules~~ ;
~~“Companies Law”~~
~~means the Companies Law (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association;~~
“Companies Ordinance”
means the Companies Ordinance, Cap. 622 of the Laws of Hong Kong ~~as amended~~ in force from time to time;
⋯
“competent means a competent regulatory authority in the territory regulatory where the Shares are listed or quoted on a stock exchange; authority”
“ ~~D~~ debenture” means and includes ~~respectively~~ debenture stock ~~and and debenture stockholder~~ ; ~~“Debenture Holder”~~

– 28 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

“Director(s)“ means such person or persons as shall be appointed to the Board from time to time;
⋯ “electronic means a communication sent, transmitted, conveyed and communication” received by wire, by radio, by optical means or by other similar means in any form through any medium;
“electronic means a general meeting held and conducted wholly and meeting” exclusively by virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities;

⋯

~~“Holding has the meaning ascribed to it by Section 13 of the Company” Companies Ordinance;~~

⋯

“hybrid meeting” means a general meeting convened for the (i) physical attendance by Shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Location(s) and (ii) virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities;

⋯

“Meeting has the meaning given to it in Article 71A; Location”
“ ~~M~~ month” means a calendar month;

– 29 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

“Notice”	means a written notice unless otherwise specifically stated
	and as further defined in these Articles;

⋯

“Ordinary Resolution”	a resolution shall be an ordinary resolution when it has	a resolution shall be an ordinary resolution when it has
	been passed by a simple majority of votes cast by such
	Shareholders, as being entitled so to do, vote in person or,
	where proxies are allowed, by proxy at a general meeting
	of which	Notice has been duly given in accordance with
	Article 65	~~ltidibdiAtil1~~

“ ~~P~~ paid” means, as it relates to a Share, paid or credited as paid;

“physical meeting” “Principal Meeting Place”	means a general meeting held and conducted by physical
	attendance and participation by Shareholders and/or
	proxies at the Principal Meeting Place and/or where
	applicable, one or more Meeting Locations; shall have the meaning given to it in Article 65;

⋯

“Securities Seal” means a seal for use for sealing certificates for ~~shares~~ Shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words Securities Seal;

– 30 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

“Special Resolution” “Statutes” ~~“Subsidiary”~~ “substantial shareholder”	a resolution shall be a special resolution when it has been	a resolution shall be a special resolution when it has been
	passed by a majority of not less than three fourths of votes
	cast by such Shareholders, as being entitled so to do, vote
	in person or, where proxies are allowed, by proxy at a
	general meeting of which	Notice has been duly given in
	accordance with Article 65	~~ltidibd~~
	which an Ordinary Resolution is expressed to be required
	under any provision of these Articles or the Statutes; means the Act and every other law of the Legislature of
	the Cayman Islands for the time being in force applying to
	or affecting the Company, its memorandum of association
	and/or these Articles; ~~hthiibdtitbSti15fth~~
	~~as e meanng ascre o y econ o e~~ ~~Companies Ordinance;~~ means a person who is entitled to exercise, or to control
	the exercise of, 10% or more (or such other percentage as
	may be prescribed by the Listing Rules from time to time)
	of the voting power at any general meeting of the
	Company; and

⋯

– 31 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) (iii) subject to the foregoing provisions of this Article, any words or expressions defined in the ~~Companies Law~~ Act (except any statutory modification thereof not in force when these Articles become binding on the Company) if not inconsistent with the subject and/or context shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and
- (iv) references to any ~~statute~~ Statutes or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.

(c)	Expressions referring to writing shall, unless the contrary intention appears, be	Expressions referring to writing shall, unless the contrary intention appears, be
	construed as including printing, lithography, photography and other modes of
	representing or reproducing words or figures in a legible and non-transitory
	form or, to the extent permitted by and in accordance with the Statutes and
	other applicable laws, rules and regulations, any visible substitute for writing
	(including an electronic communication), or modes of representing or
	reproducing words partly in one visible form and partly in another visible
	form, and including where the representation takes the form of electronic
	display, provided that both the mode of service of the relevant document or
	Notice and the Shareholder’s election comply with all applicable Statutes,
	rules and regulations	~~AtlltidithRltPidltihll~~
	~~e a peca esouon wen as een passe y a majory o no ess an~~ ~~¾fthttbhShhldbititldtdti~~
	~~o e voes cas y suc areoers as, eng ene so o o, voe n~~ ~~bithfShhldhihtib~~
	~~person or y proxy or, n e cases o areoers wc are corporaons, y~~ ~~thitidlthidttitltifhih~~
	~~er respecve uy auorse represenaves a a genera meeng o wc~~ ~~tiifithittitthltiillti~~
	~~noce specyng e nenon o propose e resouon as a speca resouon~~ ~~has been duly given.~~

– 32 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(d)	References to a document (including, but without limitation, a resolution in
	writing) being signed or executed include references to it being signed or
	executed under hand or under seal or by electronic signature or by electronic
	communication or by any other method and references to a Notice or
	document include a Notice or document recorded or stored in any digital,
	electronic, electrical, magnetic or other retrievable form or medium and
	information in visible form whether having physical substance or not.~~A~~ ~~ltihllbOdiRltihithbdb~~
	~~resouon sa e an rnary esouon wen as een passe y a~~ ~~ilitfhShhldbititldtdti~~
	~~smpe majory o suc areoers as, eng ene so o o, voe n~~ ~~hilldbithf~~
	~~person or, were proxes are aowe, y proxy or, n e case o any~~ ~~Shhldbitibitdlthidttit~~
	~~areoer eng a corporaon, y s uy auorse represenave a a~~ ~~ltihldidiththAtildfhihtl~~
	~~genera meeng e n accorance w ese rces an o wc no ess~~ ~~than 14 days’ notice has been duly given.~~

(e)	Section 8 and Section 19 of the Electronic Transactions Act of the Cayman	Section 8 and Section 19 of the Electronic Transactions Act of the Cayman
	Islands, as amended from time to time, shall not apply to these Articles to the
	extent it imposes obligations or requirements in addition to those set out in
	these Articles	~~Altiiitiidihtidit~~
		. ~~resouon n wrng sgne (n suc manner as o ncae,~~ ~~ilidlditillbbhlffll~~
	~~l~~
	~~expressy or mpey, unconona approva) y or on ea o a~~ ~~Shhldfthtibititldtitifdtttdd~~
	~~areoers or e me eng ene o receve noce o an o aen an~~ ~~ttltifthChllfthfth~~
	~~voe a genera meengs o e ompany sa, or e purpose o ese~~ ~~AtilbttdOdiRltidldtlti~~
	~~rces, e reae as an rnary esouon uy passe a a genera meeng~~ ~~fthCdlddhlddhltSil~~
	~~o e ompany uy convene an e an, were reevan as a peca~~ ~~RltidAhltihllbddthb~~
	~~esouon so passe. ny suc resouon sa e eeme o ave een~~ ~~dttihldthdthihitidbthlt~~
	~~passe a a meeng e on e ae on wc was sgne y e as person~~ ~~tidhthltittdtbithdtfhi~~
	~~o sgn, an were e resouon saes a ae as eng e ae o s~~ ~~itthfbShhldthttthllbifi~~
	~~sgnaure ereo y any areoer e saemen sa e prma ace~~ ~~idthtitidbhithtdtShltiit~~
	~~evence a was sgne y m on a ae. uc a resouon may conss~~ ~~fldtithlikfdidblt~~
	~~o severa ocumens n e e orm, an sgne y one or more reevan~~ ~~Shareholders.~~

– 33 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(f) References to the right of a Shareholder to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made to all persons present at the meeting, either orally or in writing using electronic facilities. ~~A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.~~

(g)	A reference to a meeting: (a) shall mean a meeting convened and held in any
	manner permitted by these Articles and any Shareholder or Director attending
	and participating at a meeting by means of electronic facilities shall be
	deemed to be present at that meeting for all purposes of the Statutes and these
	Articles, and attend, participate, attending, participating, attendance and
	participation shall be construed accordingly, and (b) shall, where the context is
	appropriate, include a meeting that has been postponed by the Board pursuant
	to Article 71E.

(h) References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
(i) References to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).
(j) Where a Shareholder is a corporation, any reference in these Articles to a Shareholder shall, where the context requires, refer to a duly authorised representative of such Shareholder.

– 34 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

Subject to the provisions of the Act and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any Shares or class of Shares, any Share in the Company (whether forming part of the present share capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine. Subject to the provisions of the Act, the Listing Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit. ~~Without prejudice to any special rights or restrictions for the time being attaching to any Shares or any class of Shares including preference Shares, any Share may be issued upon such terms and conditions and with such preferred, deferred or other qualified or special rights, or such restrictions, whether in regard to Dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any Share may be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company, or at the option of the holder.~~ No Shares shall be issued to bearer.
The Board may issue warrants to subscribe for any class of Shares or other securities of the Company, which warrants may be issued on such terms as the Board may from time to time determine. ~~Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.~~

– 35 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

5.	Subject to the Act and without prejudice to Article 3, all or any of the special rights
	for the time being attached to the Shares or any class of Shares may, unless otherwise
	provided by the terms of issue of the Shares of that class, from time to time (whether
	or not the Company is being wound up) be varied, modified or abrogated either with
	the consent in writing of the holders of not less than three-fourths in nominal value of
	the issued Shares of that class or with the approval of a Special Resolution passed at a
	separate general meeting of the holders of the Shares of that class. To every such
	separate general meeting all the provisions of these Articles relating to general
	meetings of the Company shall, mutatis mutandis, apply, but so that:

(a)	the necessary quorum (including at an adjourned meeting) shall be two persons	the necessary quorum (including at an adjourned meeting) shall be two persons
	holding or representing by proxy not less than one third in nominal value of
	the issued Shares of that class; and	~~Ifttithhitlfth~~
	~~ompany s ve no eren casses o ares, a or any o e speca~~ ~~ihttthdtllthiiddfbthtf~~
	~~rgs aace o any cass (uness oerwse prove or y e erms o~~ ~~ifthShfthtlbttthiifth~~
	~~ssue o e ares o a cass) may, sujec o e provsons o e~~ ~~CiLbidbtdithiththtiitif~~
	~~ompanes aw, e vare or arogae eer w e consen n wrng o~~ ~~thhldftlth¾iillfthidShftht~~
	~~e oers o no ess an n nomna vaue o e ssue ares o a~~ ~~liththtifSilRltidttl~~
	~~cass or w e sancon o a peca esouon passe a a separae genera~~ ~~tifthhldfthShfthtlTht~~
	~~meeng o e oers o e ares o a cass. o every suc separae~~ ~~ltithiifthAtilltitlti~~
	~~genera meeng e provsons o ese rces reang o genera meengs~~ ~~hllttitdilbtthtthththt~~
	~~sa muas muans appy, u so a e necessary quorum (oer an a~~ ~~ddtihllbtlththldiith~~
	~~an ajourne meeng) sa e no ess an wo persons ong (or, n e~~ ~~f~~ ~~Shhld~~ ~~bi~~ ~~ti~~ ~~b~~ ~~it~~ ~~dl~~ ~~thid~~
	~~case~~ ~~o~~ ~~a~~ ~~areoer~~ ~~eng~~ ~~a~~ ~~corporaon,~~ ~~y~~ ~~s~~ ~~uy~~ ~~auorse~~ ~~ttitibthidiillfth~~
	~~represenave) or represenng y proxy one-r n nomna vaue o e~~ ~~idShfthtlthtthftiddf~~
	~~ssue ares o a cass, a e quorum or any meeng ajourne or~~ ~~tfhllbtShhldtiithf~~
	~~wan o quorum sa e wo areoers presen n person (or n e case o~~ ~~thShhldbitibitdlthidtti~~
	~~e areoer eng a corporaon, y s uy auorse represenave) or~~ ~~bhtthbfShhldbthdththldf~~
	~~y proxy (waever e numer o ares e y em) an a any oer o~~ ~~ShfthltiithfthShhldbi~~
	~~ares o e cass presen n person (or n e case o e areoer eng a~~ ~~tibitdlthidttibdd~~
	~~corporaon, y s uy auorse represenave) or y proxy may eman a~~ ~~poll.~~

– 36 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) every holder of Shares of the class shall be entitled to one vote for every such Share held by him. ~~The provisions of this Article shall apply to the variation or abrogation of the rights attached to the Shares of any class as if each group of Shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.~~
~~(c) The special rights conferred upon the holders of any Shares or class of Shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such Shares be deemed to be altered by the creation or issue of further Shares ranking pari passu therewith.~~
The authorised share capital of the Company on the date of the adoption of these Articles is US$50,000 consisting of 10,000,000,000 ~~shares~~ Shares of US$0.000005 each.
Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own Shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its Shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. ~~The Company in general meeting may from time to time, whether or not all the Shares for the time being authorised shall have been issued and whether or not all the Shares for the time being issued shall have been fully paid up, by Ordinary Resolution increase its share capital by the creation of new Shares, such new capital to be of such amount and to be divided into Shares of such class or classes and of such amounts in Hong Kong dollars or such other currency as the Shareholders may think fit and as the resolution may prescribe.~~

– 37 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

Subject to compliance with the Listing Rules and the rules and regulations of any other competent regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any Shares in the Company. ~~Any new Shares shall be issued upon such terms and conditions and with such rights, privileges or restrictions attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Companies Law and of these Articles, as the Board shall determine; and in particular such Shares may be issued with a preferential or qualified right to participate in Dividends and in the distribution of assets of the Company and with a special right or without any right of voting.~~
The Board may accept the surrender for no consideration of any fully paid Share. ~~The Board may, before the issue of any new Shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of Shares in proportion as nearly as may be to the number of Shares of such class held by them respectively, or make any other provisions as to the allotment and issue such Shares, but in default of any such determination or so far as the same shall not extend, such Shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.~~

– 38 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

Article
No.	Proposed amendments showing changes to the existing Articles
11.	(a)	Subject to the Act, these Articles, any direction that may be given by the
		Company in general meeting and, where applicable, the Listing Rules and
		without prejudice to any special rights or restrictions for the time being attached
		to any Shares or any class of Shares, the unissued Shares (whether forming part
		of the original or any increased share capital) shall be at the disposal of the
		Board, which may offer, allot, grant options over or otherwise dispose of them to
		such persons, at such times and for such consideration and upon such terms and
		conditions as the Board may in its absolute discretion determine but so that no
		Shares shall be issued at a discount to their nominal value. Neither the Company
		nor the Board shall be obliged, when making or granting any allotment of, offer
		of, option over or disposal of Shares, to make, or make available, any such
		allotment, offer, option or Shares to Shareholders or others with registered
		addresses in any particular territory or territories being a territory or territories
		where, in the absence of a registration statement or other special formalities, this
		would or might, in the opinion of the Board, be unlawful or impracticable.
		Shareholders affected as a result of the foregoing sentence shall not be, or be
		deemed to be, a separate class of Shareholders for any purpose whatsoever.~~All~~
		~~unissued Shares and other securities of the Company shall be at the disposal of~~
		~~the Board and it may offer, allot (with or without conferring a right of~~
		~~renunciation), grant options over or otherwise dispose of them to such persons, at~~
		~~such times, for such consideration and generally on such terms (subject to Article~~
		~~9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued~~
		~~at a discount. The Board shall, as regards any offer or allotment of Shares,~~
		~~comply with the provisions of the Companies Law, if and so far as such~~
		~~provisions may be applicable thereto.~~

– 39 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) ~~Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of Shares or other securities of the Company, to make, or make available, and may resolve not to make, or make available, any such allotment, offer, option or Shares or other securities to Shareholders or others with registered addresses in any jurisdiction outside of the Relevant Territory, or in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable, or the existence or extent of the requirement for such registration statement or special formalities might be expensive (whether in absolute terms or in relation to the rights of the Shareholder(s) who may be affected) or time consuming to determine. T~~ he Board shall be entitled to make such arrangements to deal with fractional entitlements arising on an offer of any unissued Shares or other securities as it thinks fit, including the aggregation and the sale thereof for the benefit of the Company. Shareholders who may be affected as a result of any of the matters referred to in this paragraph (b) shall not be, and shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever.

– 40 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

Except as required by law, no person shall be recognised by the Company as	Except as required by law, no person shall be recognised by the Company as	Except as required by law, no person shall be recognised by the Company as
holding any Share upon any trust and the Company shall not be bound by or
required in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any Share or any fractional
part of a Share or (except only as otherwise provided by these Articles or by
law) any other rights in respect of any Share except an absolute right to the
entirety thereof in the registered holder. Subject to the Act and these Articles,
the Board may at any time after the allotment of Shares but before any person
has been entered in the Register as the holder, recognise a renunciation thereof
by the allottee in favour of some other person and may accord to any allottee
of a Share a right to effect such renunciation upon and subject to such terms
and conditions as the Board considers fit to impose		~~IfShid~~
		. ~~any ares are ssue~~ ~~fthttif~~
~~fthfiitdfth~~
~~or e purpose o rasng money o eray e expenses o e consrucon o~~ ~~kbildithiiflthihtbd~~
~~any wors or ungs or e provson o any pan wc canno e mae~~ ~~fitblithiidfthCitt~~
~~proae wn a pero o one year, e ompany may pay neres on so~~ ~~hfththitlifthtibiidfthidd~~
~~muc o a sare capa as s or e me eng pa up or e pero an,~~ ~~bttditidtititidithCiL~~
~~sujec o any conons an resrcons menone n e ompanes aw,~~ ~~hthidbfitttitltfthtf~~
~~may carge e sum so pa y way o neres o capa as par o e cos o~~ ~~construction of the works or buildings, or the provisions of the plant.~~ increase its share capital by such sum, to be divided into Shares of such
amounts, as the resolution shall prescribe	~~iithitlidd~~
	~~ncrease s sare capa as prove~~
~~by Article 7~~;

– 41 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares ~~consolidate or divide all or any of its share capital into Shares of larger or smaller amount than its existing Shares; and on any consolidation of fully paid Shares into Shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of Shares to be consolidated determine which particular Shares are to be consolidated into a consolidated Share, and if it shall happen that any person shall become entitled to fractions of a consolidated Share or Shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the Shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated Share or Shares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit~~ ;
(c) divide its Shares into several classes and without prejudice to any special rights previously conferred on the holders of existing Shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues Shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such Shares and where the equity capital includes Shares with different voting rights, the designation of each class of Shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting” ~~divide its unissued Shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions~~ ;

– 42 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(d) sub-divide its Shares, or any of them, into Shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the Shares resulting from such sub-division, one or more of the Shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new Shares ~~sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Law, and so that the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such sub-division, one or more of the Shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new Shares~~ ; and
(e) cancel any Shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the Shares so cancelled or, in the case of Shares, without par value, diminish the number of Shares into which its capital is divided ~~cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled;~~ .
~~(f) make provision for the issue and allotment of Shares which do not carry any voting rights;~~
~~(g) change the currency of denomination of its share capital; and~~
~~(h) reduce its share premium account in any manner authorised, and subject to any conditions prescribed by law.~~

– 43 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article No. 13A. 14.	Proposed amendments showing changes to the existing Articles The Board may settle as it considers expedient any difficulty which arises in relation	Proposed amendments showing changes to the existing Articles The Board may settle as it considers expedient any difficulty which arises in relation
	to any consolidation and division under the last preceding Article and in particular but
	without prejudice to the generality of the foregoing may issue certificates in respect of
	fractions of Shares or arrange for the sale of the Shares representing fractions and the
	distribution of the net proceeds of sale (after deduction of the expenses of such sale)
	in due proportion amongst the Shareholders who would have been entitled to the
	fractions, and for this purpose the Board may authorise some person to transfer the
	Shares representing fractions to their purchaser or resolve that such net proceeds be
	paid to the Company for the Company’s benefit. Such purchaser will not be bound to
	see to the application of the purchase money nor will his title to the Shares be
	affected by any irregularity or invalidity in the proceedings relating to the sale. The Company may from time to time by Special Resolution, subject to any
	confirmation or consent required by the Act, reduce its share capital or any capital
	redemption reserve or other undistributable reserve in any manner permitted by
	law	~~Th~~ ~~C~~ ~~b~~ ~~Sil~~ ~~Rlti~~ ~~d~~ ~~it~~ ~~h~~ ~~itl~~
	~~unsruae reserve n any manner auorse, an sujec o any conons~~ prescribed, by law.

– 44 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) [Reserved] ~~Subject to the Companies Law, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner and terms authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be purchased or otherwise acquired rateably or in any other manner and terms as between the holders of Shares or warrants or other securities of the same class or as between them and the holders of Shares or warrants or other securities of any other class or in accordance with the rights as to Dividends or capital conferred by any class of Shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force.~~
(b) [Reserved] ~~Subject to the provisions of the Companies Law and the Memorandum of Association of the Company, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of the Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.~~

– 45 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(c) [Reserved] ~~Where the Company purchases for redemption a redeemable Share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all Shareholders alike.~~
(d) [Reserved] ~~The purchase or redemption of any Share shall not be deemed to give rise to the purchase or redemption of any other Share.~~
(e) [Reserved] ~~The holder of the Shares being purchased or redeemed shall be bound to deliver up to the Company at the Head Office or such other place as the Board shall specify the certificate(s) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.~~
[Reserved] ~~Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any Share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or any interest in any fractional part of a Share or any other right or claim to or in respect of any Shares except an absolute right to the entirety thereof of the registered holder.~~
(c) [Reserved] ~~During the Relevant Period (except when the Register is closed), any Shareholder may inspect during business hours any Register maintained in Hong Kong without charge and require the provision to him of copies or extracts thereof in all respects as if the Company were incorporated under and were subject to the Companies Ordinance.~~

– 46 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(d)	The principal register and branch register of Shareholders maintained in Hong	The principal register and branch register of Shareholders maintained in Hong
	Kong, as the case may be, shall be open to inspection for at least two (2)
	hours during business hours by Shareholders without charge or by any other
	person, upon payment of an amount not exceeding the maximum amount as
	may from time to time be permitted under the Listing Rules as specified by the
	Board, at the Registered Office, such other place at which the Register is kept
	in accordance with the Act or the Registration Office. The Register including
	any overseas or local or other branch register of Shareholders may, after
	Notice has been given by advertisement in a Newspaper or by any electronic
	means in such manner as may be accepted by the HK Stock Exchange to that
	effect, be closed at such times or for such periods not exceeding in the whole
	thirty (30) days in each year as the Board may determine and either generally
	or in respect of any class of Shares (or such longer period as the Shareholders
	may by Ordinary Resolution determine, provided that such period shall not be
	extended beyond sixty (60) days in the year when the Ordinary Resolution is
	passed). The Company shall, on demand, provide any person seeking to
	inspect the Register or any part thereof that is closed with a certificate signed
	by the Secretary stating the period for which, and by whose authority, it is
	closed	~~ThRitbldthtifhidt~~

The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of 14 days after a ~~notice in writing~~ Notice, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving ~~notice~~ Notice of intention to sell in default, shall have been given, in the manner in which ~~noticeN~~ otices may be sent to Shareholders of the Company as provided in these Articles, to the registered holder for the time being of the Shares, or the person entitled by reason of such holder’s death, bankruptcy or winding-up to the Shares.

– 47 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

The Board may, if it thinks fit, receive from any Shareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any Shares held by him, and in respect of all or any of the moneys so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as the Board may decide but a payment in advance of a call shall not entitle the Shareholder to receive any Dividend subsequently declared or to exercise any other rights or privileges as a Shareholder in respect of the Share or the due portion of the Shares upon which payment has been advanced by such Shareholder before it is called up. The Board may at any time repay the amount so advanced upon giving to such Shareholder not less than one ~~M~~ month’s ~~notice~~ Notice ~~in writing~~ of its intention on that behalf, unless before the expiration of such ~~notice~~ Notice the amount so advanced shall have been called up on the Shares in respect of which it was advanced.
Subject to the ~~Companies Law~~ Act, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as the Board may accept provided always that it shall be in such a form prescribed by the HK Stock Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution as the Board may approve from time to time. Notwithstanding the foregoing, for so long as any Shares are listed on the HK Stock Exchange, titles to such listed Shares may be evidenced and transferred in accordance with the laws applicable to and the Listing Rules that are or shall be applicable to such listed Shares. The register of Shareholders of the Company in respect of its listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the Listing Rules that are or shall be applicable to such listed shares.
(d) the Shares concerned are free ~~of~~ from any lien in favour of the Company; and

– 48 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

If the person becoming entitled to a Share pursuant to Article 49 shall elect to be registered himself as the holder of such Share, he shall deliver or send to the Company a ~~notice in writing~~ Notice signed by him, at (unless the Board otherwise agrees) the Registration Office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such Share to his nominee. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of Shares shall be applicable to any such ~~notice~~ Notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the Shareholder had not occurred and the ~~notice~~ Notice or transfer were a transfer executed by such Shareholder.
A person becoming entitled to a Share by reason of the death, bankruptcy or windingup of the holder shall be entitled to the same Dividends and other advantages to which he would be entitled as if he were the registered holder of the Share. However, the Board may, if it thinks fit, withhold the payment of any Dividend payable or other advantages in respect of such Share until such person shall have become the registered holder of the Share or shall have effectually transferred such Share, but, subject to the requirements of Article 80 being met, such a person may vote at general meetings of the Company.
An annual general meeting of the Company shall be held for each financial year and such annual general meeting must be held within six (6) months after the end of the Company’s financial year (unless a longer period would not infringe the Listing Rules, if any). ~~At all times during the Relevant Period other than the year of the Company’s adoption of these Articles, the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and not more than 15 Months (or such longer period as may be authorised by the HK Stock Exchange) shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.~~

– 49 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

Article
No. 63. 64.	Proposed amendments showing changes to the existing Articles Each general meeting, other than an annual general meeting, shall be called an
	extraordinary general meeting. All general meetings (including an annual general
	meeting, an extraordinary general meeting, any adjourned meeting or postponed
	meeting) may be held as a physical meeting in any part of the world and at one or
	more locations as provided in Article 71A, as a hybrid meeting or as a	n electronic
	meeting, as may be determined by the Board in its absolute discretion	~~Alll~~
	~~, convene an exraornary genera meeng. xraornary genera meengs sa~~ ~~lbdthiitifShhldhlditthdt~~
	~~aso e convene on e requson o one or more areoers ong, a e ae~~ ~~fditfthiititlthtthfthiditlfth~~
	~~o epos o e requson, no ess an one en o e pa up capa o e~~ ~~ChithihtftitltiShiitihllb~~
	~~ompany avng e rg o vong a genera meengs. uc requson sa e~~ ~~diititthBdthStfthfii~~
	~~mae n wrng o e oar or e ecreary or e purpose o requrng an~~ ~~tdiltitblldbthBdfthttif~~
	~~exraornary genera meeng o e cae y e oar or e ransacon o any~~ ~~biifidihiitiShtihllbhldithitMth~~
	~~usness spece n suc requson. uc meeng sa e e wn wo ons~~ ~~ftthditfhiitiIfithi21dfhditthBdfil~~
	~~aer e epos o suc requson. wn ays o suc epos, e oar as~~ ~~tdthtithiitiithilfthld~~
	~~o procee o convene suc meeng, e requsons(s) mse (emseves) may o~~ ~~ithdllblidbthiitiit~~
	~~so n e same manner, an a reasonae expenses ncurre y e requsons(s) as~~ ~~ltfthfilfthBdhllbibdtthiitiitbth~~
	~~a resu o e aure o e oar sa e remurse o e requsons(s) y e~~ ~~Company.~~

– 50 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

An annual general meeting must be called by Notice of not less than twenty-one (21) clear days. All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed: ~~An annual general meeting of the Company shall be called by at least 21 days’ notice in writing, and a general meeting of the Company, other than an annual general meeting, shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 67), the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:~~
(a) in the case of a meeting called as the annual general meeting, by all the Shareholders entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 95% of the total voting rights at the meeting of all ~~members of the Company~~ Shareholders.

– 51 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

The Notice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 71A, the principal place of the meeting (the “ Principal Meeting Place ”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Shareholders other than to such Shareholders as, under the provisions of these Articles or the terms of issue of the Shares they hold, are not entitled to receive such Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Shareholder and to each of the Directors and the Auditors.

(d) the appointment of Auditors; and
(e) the fixing of, or the determining of the method of fixing of the remuneration of the Directors and of the Auditors ~~;~~ .
~~(f) the granting of any mandate or authority to the Board to offer, allot, grant options over, or otherwise dispose of the unissued Shares representing not more than 20% (or such other percentage as may from time to time be specified in the Listing Rules) in nominal value of its then existing issued share capital and the number of any securities repurchased pursuant to paragraph (vii) of this Article; and~~
~~(g) the granting of any mandate or authority to the Board to repurchase securities of the Company.~~

– 52 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

68.	No business other than the appointment of a chairman of a meeting shall be transacted	No business other than the appointment of a chairman of a meeting shall be transacted
	at any general meeting unless a quorum is present at the commencement of the
	business. Two (2) Shareholders entitled to vote and present in person or by proxy or,
	for quorum purposes only, two persons appointed by the Clearing House as authorised
	representative or proxy shall form a quorum for all purposes	~~Fllth~~
	~~quorum or a genera meeng sa e wo areoers presen n person (or, n e~~ ~~fShhldbitibitdlthidttib~~
	~~case o a areoer eng a corporaon, y s uy auorse represenave) or y~~ ~~dtitldttNbihllbttdtlti~~
	~~proxy an ene o voe. o usness sa e ransace a any genera meeng~~ ~~lthiithllbttthtihthtidt~~
	~~uness e requse quorum sa e presen a e me wen e meeng procees o~~ business and continues to be present until the conclusion of the meeting.

69.	If within thirty (30) minutes (or such longer time not exceeding one hour as the
	chairman of the meeting may determine to wait) after the time appointed for the
	meeting a quorum is not present, the meeting, if convened on the requisition of
	Shareholders, shall be dissolved. In any other case it shall stand adjourned to the same
	day in the next week at the same time and (where applicable) same place(s) or to such
	time and (where applicable) such place(s) and in such form and manner referred to in
	Article 63 as the chairman of the meeting (or in default, the Board) may absolutely
	determine. If at such adjourned meeting a quorum is not present within half an hour
	from the time appointed for holding the meeting, the meeting shall be dissolved.~~If~~ ~~ithi15itfthtiitdfthtiitt~~
	~~wn mnues rom e me appone or e meeng a quorum s no presen,~~ ~~thtiifdthiitifShhldhllbdildbt~~
	~~e meeng, convene upon e requson o areoers, sa e ssove, u~~ ~~ithithlltdddtthdithtkdth~~
	~~n any oer case sa san ajourne o e same ay n e nex wee an a suc~~ ~~tidlhllbdiddbthBddifthddti~~
	~~me an pace as sa e ece y e oar, an a suc ajourne meeng a~~ ~~ittithi15itfthtiitdfhldith~~
	~~quorum s no presen wn mnues rom e me appone or ong e~~ ~~tithShhldthShhldtiithf~~
	~~meeng, e areoer or e areoers presen n person (or, n e case o a~~ ~~Shhldbitibitdlthidttibd~~
	~~areoer eng a corporaon y s uy auorse represenave) or y proxy an~~ ~~titldtthllbdttthbifhihth~~
	~~ene o voe sa e a quorum an may ransac e usness or wc e~~ ~~meeting was called.~~

– 53 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

70.	The chairman of the Company or if there is more than one chairman, any one of them	The chairman of the Company or if there is more than one chairman, any one of them
	as may be agreed amongst themselves or failing such agreement, any one of them
	elected by all the Directors present shall preside as chairman at a general meeting. If
	at any meeting no chairman is present within fifteen (15) minutes after the time
	appointed for holding the meeting, or is willing to act as chairman, the deputy
	chairman of the Company or if there is more than one deputy chairman, any one of
	them as may be agreed amongst themselves or failing such agreement, any one of
	them elected by all the Directors present shall preside as chairman. If no chairman or
	deputy chairman is present or is willing to act as chairman of the meeting, the
	Directors present shall choose one of their number to act, or if one Director only is
	present he shall preside as chairman if willing to act. If no Director is present, or if
	each of the Directors present declines to take the chair, or if the chairman chosen shall
	retire from the chair, the Shareholders present in person or by proxy and entitled to
	vote shall elect one of their number to be chairman of the meeting	~~Thhiif~~
	~~any) o e ompany or e s asen or ecnes o ae e car a suc meeng,~~ ~~thVihiiffthChlltkthhitl~~
	~~e ce carman ( any) o e ompany sa ae e car a every genera~~ ~~tiifthbhhiVihiiftl~~
	~~meeng, or, ere e no suc carman or ce carman, or, a any genera~~ ~~tiithfhhiVihiitithi15itft~~
	~~meeng neer o suc carman or ce carman s presen wn mnues aer~~ ~~thtiitdfhldihtibthhdlittkth~~
	~~e me appone or ong suc meeng, or o suc persons ecne o ae e~~ ~~hithtithDitthllhfthib~~
	~~car a suc meeng, e recors presen sa coose one o er numer as~~ ~~hifthtidifDitbtifllthDitt~~
	~~carman o e meeng, an no recor e presen or a e recors presen~~ ~~dlittkthhiifthhihhlltifthhithth~~
	~~ecne o ae e car or e carman cosen sa rere rom e car, en e~~ ~~Shhldthllhfthibtbhifthti~~
	~~areoers presen sa coose one o er numer o e carman o e meeng.~~ If the chairman of a general meeting is participating in the general meeting using an
	electronic facility or facilities and becomes unable to participate in the general
	meeting using such electronic facility or facilities, another person (determined in
	accordance with this Article 70) shall preside as chairman of the meeting unless and
	until the original chairman of the meeting is able to participate in the general meeting
	using the electronic facility or facilities.

– 54 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article No. 71.	Proposed amendments showing changes to the existing Articles Subject to Article 71C, the chairman may, with the consent of any meeting at which a	Proposed amendments showing changes to the existing Articles Subject to Article 71C, the chairman may, with the consent of any meeting at which a
	quorum is present (and shall if so directed by the meeting), adjourn the meeting from
	time to time (or indefinitely) and/or from place to place(s) and/or from one form to
	another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting
	shall determine, but no business shall be transacted at any adjourned meeting other
	than the business which might lawfully have been transacted at the meeting had the
	adjournment not taken place. When a meeting is adjourned for fourteen (14) days or
	more, at least seven (7) clear days’ Notice of the adjourned meeting shall be given
	specifying the details set out in Article 65 but it shall not be necessary to specify in
	such Notice the nature of the business to be transacted at the adjourned meeting and
	the general nature of the business to be transacted. Save as aforesaid, it shall be
	unnecessary to give Notice of an adjournment	~~Thhifthtiith~~
	~~e consen o any genera meeng a wc a quorum s presen, an sa, so~~ ~~ditdbthtidtiftittidflt~~
	~~rece y e meeng, ajourn any meeng rom me o me an rom pace o~~ ~~lthtihlldtiWhtiiddf14d~~
	~~pace as e meeng sa eermne. enever a meeng s ajourne or ays or~~ ~~tltld’tiifithlthddthhf~~
	~~more, a eas seven cear ays noce, specyng e pace, e ay an e our o~~ ~~thddtihllbiithithfiil~~
	~~e ajourne meeng sa e gven n e same manner as n e case o an orgna~~ ~~tibtithlltbtifihtithtfth~~
	~~meeng u sa no e necessary o specy n suc noce e naure o e~~ ~~bitbttdtthddtiSfidtif~~
	~~usness o e ransace a e ajourne meeng. ave as aoresa, no noce o an~~ ~~dtfthbitbttdtddtidtb~~
	~~ajournmen or o e usness o e ransace a any ajourne meeng nees o e~~ ~~ihllShhldbtitldthtiNbihllb~~
	~~gven nor sa any areoer e ene o any suc noce. o usness sa e~~ ~~ttdtddtithththbihihihthb~~
	~~ransace a an ajourne meeng oer an e usness wc mg ave een~~ transacted at the meeting from which the adjournment took place.

71A. (a) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“ Meeting Location(s) ”) determined by the Board at its absolute discretion. Any Shareholder or any proxy attending and participating in such way or any Shareholder or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(b) All general meetings are subject to the following and, where appropriate, all references to a “Shareholder” or “Shareholders” in this sub-paragraph (2) shall include a proxy or proxies respectively:

– 55 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(i) where a Shareholder is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(ii)	Shareholders present in person or by proxy at a Meeting Location and/or
	Shareholders attending and participating in an electronic meeting or a
	hybrid meeting by means of electronic facilities shall be counted in the
	quorum for and entitled to vote at the meeting in question, and that
	meeting shall be duly constituted and its proceedings shall be valid
	provided that the chairman of the meeting is satisfied that adequate
	electronic facilities are available throughout the meeting to ensure that
	Shareholders at all Meeting Locations and Shareholders participating in
	an electronic meeting or a hybrid meeting by means of electronic
	facilities are able to participate in the business for which the meeting has
	been convened;

(iii) where Shareholders attend a meeting by being present at one of the Meeting Locations and/or where Shareholders participate in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Shareholders or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

– 56 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(iv) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.

71B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Shareholder who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled to attend at one of the other Meeting Locations; and the entitlement of any Shareholder so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

71C. If it appears to the chairman of the general meeting that:
(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 71A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

– 57 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

71D.	The Board and, at any general meeting, the chairman of the meeting may make any
	arrangement and impose any requirement or restriction the Board or the chairman of
	the meeting, as the case may be, considers appropriate to ensure the security and
	orderly conduct of a meeting (including, without limitation, requirements for evidence
	of identity to be produced by those attending the meeting, the searching of their
	personal property and the restriction of items that may be taken into the meeting
	place, determining the number and frequency of and the time allowed for questions
	that may be raised at a meeting). Shareholders shall also comply with all requirements
	or restrictions imposed by the owner of the premises at which the meeting is held.
	Any decision made under this Article shall be final and conclusive and a person who
	refuses to comply with any such arrangements, requirements or restrictions may be
	refused entry to the meeting or ejected (physically or electronically) from the meeting.

– 58 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

71E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Shareholders. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:
(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Shareholders of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 71, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Shareholders of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

– 59 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Shareholders.

71F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 71C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

71G. Without prejudice to other provisions in Article 71, a physical meeting may also be held by means of such telephone, electronic or other communication facilities which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

– 60 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

Article
No. 72.	Proposed amendments showing changes to the existing Articles A resolution put to the vote of a meeting shall be decided by way of a poll save that
	in the case of a physical meeting, the chairman of the meeting may in good faith,
	allow a resolution which relates purely to a procedural or administrative matter to be
	voted on by a show of hands in which case every Shareholder present in or by
	proxy(ies) shall have one vote provided that where more than one proxy is appointed
	by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall
	have one vote on a show of hands. For purposes of this Article, procedural and
	administrative matters are those that (i) are not on the agenda of the general meeting
	or in any supplementary circular that may be issued by the Company to its
	Shareholders; and (ii) relate to the chairman’s duties to maintain the orderly conduct
	of the meeting and/or allow the business of the meeting to be properly and effectively
	dealt with, whilst allowing all Shareholders a reasonable opportunity to express their
	views. Votes (whether on a show of hands or by way of poll) may be cast by such
	means, electronic or otherwise, as the Directors or the chairman of the meeting may
	determine. In the case of a physical meeting where a show of hands is allowed, before
	or	on the declaration of the result of the show of hands, a poll may be demanded
	by	~~Atltiltittthtfthtihllbdidd~~
		~~any genera meeng a resouon pu o e voe o e meeng sa e ece~~ ~~llthtthhifthtittthLitiRl~~
	~~b~~
	~~y po save a e carman o e meeng may, pursuan o e sng ues,~~ ~~llltitbtdbhfhdWhhfhdilld~~
	~~aow a resouon o e voe y a sow o ans. ere a sow o ans s aowe,~~ ~~bfthdltifthltfthhfhdllb~~
	~~eore or on e ecaraon o e resu o e sow o ans, a po may e~~ ~~demanded by:~~

(a) at least ~~two t~~ hree Shareholders present in person ~~(or, in the case of a Shareholder being a corporation, by its duly authorised representative)~~ or by proxy for the time being entitled to vote at the meeting; or
(b) any Shareholder or Shareholders present in person ~~(or, in the case of a Shareholder being a corporation, by its duly authorised representative)~~ or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or
(c) any Shareholder or Shareholders present in person ~~(or, in the case of a Shareholder being a corporation, by its duly authorised representative)~~ or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

– 61 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

A demand by a person as proxy for a Shareholder shall be deemed to be the same as a demand by the Shareholder.

Where a resolution is voted on by a show of hands, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against such resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.
On a poll, votes may be given either personally or by proxy. ~~A poll shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place as the chairman of the meeting directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. In the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 72, the demand for a poll may be withdrawn, with the consent of the chairman of the meeting, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is the earlier.~~
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. ~~Any poll on the election of a chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.~~
All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote, the chairman of the meeting shall determine the same, and such determination shall be final and conclusive.

– 62 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

[Reserved] ~~The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.~~
Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting on a poll every Shareholder present in person ~~(or, in the case of a Shareholder being a corporation, by its duly authorised representative)~~ or by proxy, shall have one vote for every Share of which he is the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a Share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the Share), and on a show of hands every Shareholder who is present in person ~~(or, in the case of a Shareholder being a corporation, by its duly authorised representative)~~ or by proxy shall (save as provided otherwise in this Article) have one vote. ~~On a poll a Shareholder entitled to more than one vote need not use all his votes or cast all his votes in the same way. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall have one vote on a show of hands and on a poll, each such proxy is under no obligation to cast all his votes in the same way.~~
79A. Where ~~the Company has knowledge that a~~ ny Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted. All Shareholders shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.
Any person entitled under Article 51 to be registered as the holder of any Shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such Shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such Shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

– 63 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

No objection shall be raised to the qualification of any person exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned meeting or postponed meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy needs not be a Shareholder of the Company. ~~On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A~~ proxy representing either a Shareholder who is an individual or a Shareholder which is a corporation shall be entitled to exercise the same powers on behalf of a Shareholder ~~who is an individual and~~ for whom he acts as proxy as such Shareholder could exercise. ~~In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were an individual Shareholder.~~
[Reserved] ~~No appointment of a proxy shall be valid unless it names the person appointed and his appointor. The Board may, unless it is satisfied that the person purporting to act as proxy is the person named in the relevant instrument for his appointment and the validity and authenticity of the signature of his appointor, decline such person’s admission to the relevant meeting, reject his vote or, in the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 72, his demand for a poll and no Shareholder who may be affected by any exercise by the Board of its power in this connection shall have any claim against the Directors or any of them nor may any such exercise by the Board of its powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.~~

– 64 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
~~The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting concerned and,~~ in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 65 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(a)	The Company may, at its absolute discretion, provide an electronic address for
	the receipt of any document or information relating to proxies for a general
	meeting (including any instrument of proxy or invitation to appoint a proxy,
	any document necessary to show the validity of, or otherwise relating to, an
	appointment of proxy (whether or not required under these Articles) and
	Notice of termination of the authority of a proxy). If such an electronic
	address is provided, the Company shall be deemed to have agreed that any
	such document or information (relating to proxies as aforesaid) may be sent by
	electronic means to that address, subject as hereafter provided and subject to
	any other limitations or conditions specified by the Company when providing
	the address. Without limitation, the Company may from time to time determine
	that any such electronic address may be used generally for such matters or
	specifically for particular meetings or purposes and, if so, the Company may
	provide different electronic addresses for different purposes. The Company
	may also impose any conditions on the transmission of and its receipt of such
	electronic communications including, for the avoidance of doubt, imposing any
	security or encryption arrangements as may be specified by the Company. If
	any document or information required to be sent to the Company under this
	Article is sent to the Company by electronic means, such document or
	information is not treated as validly delivered to or deposited with the
	Company if the same is not received by the Company at its designated
	electronic address provided in accordance with this Article or if no electronic
	address is so designated by the Company for the receipt of such document or
	information.

– 66 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(b)	The instrument appointing a proxy and (if required by the Board) the power of
	attorney or other authority (if any) under which it is signed, or a certified copy
	of such power or authority, shall be delivered to such place or one of such
	places (if any) as may be specified for that purpose in or by way of note to or
	in any document accompanying the Notice convening the meeting (or, if no
	place is so specified at the Registration Office or the Registered Office, as
	may be appropriate), or if the Company has provided an electronic address in
	accordance with the preceding paragraph, shall be received at the electronic
	address specified, not less than forty-eight (48) hours before the time
	appointed for holding the meeting or adjourned meeting or postponed meeting
	at which the person named in the instrument proposes to vote. No instrument
	appointing a proxy shall be valid after the expiration of twelve (12) months
	from the date named in it as the date of its execution, except at an adjourned
	meeting or postponed meeting in cases where the meeting was originally held
	within twelve (12) months from such date. Delivery of an instrument
	appointing a proxy shall not preclude a Shareholder from attending and voting
	at the meeting convened and in such event, the instrument appointing a proxy
	shall be deemed to be revoked.

The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates.
A vote given in accordance with the terms of an instrument of proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the Share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Article 88, at least two hours before the commencement of the meeting or adjourned meeting or postponed meeting at which the proxy is used.

– 67 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
91A. Anything which under these Articles a Shareholder may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.
(b) Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to Article 93) ~~authorise~~ appoint such person or persons as it thinks fit to act as its ~~representative~~ proxy(ies) or corporate representative(s) at any general meeting of the Company or at any meeting of any class of Shareholders provided that if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) which he represents as that Clearing House (or its nominee(s)) could exercise as if such person were an individual Shareholder, including the right to speak and vote and where show of hands is allowed, to vote individually on a show of hands.
A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive Notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Shareholder to sign, and where the resolution states a date as being the date of his signature thereof by any Shareholder, the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Shareholders. ~~Unless the Board agrees otherwise, an appointment of a corporate representative shall not be valid as against the Company unless:~~

– 68 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
~~(a) in the case of such an appointment by a Shareholder which is a Clearing House (or its nominee(s)), a written notification of the appointment issued by any director, the secretary or any authorised officer(s) of such Shareholder shall have been delivered at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company, or handed to the chairman of the meeting at the meeting or, if no place is specified, at the principal place of business maintained by the Company in the Relevant Territory from time to time before the time of holding the meeting or adjourned meeting at which the person so authorised proposes to vote or handed to the chairman of the meeting at the meeting; and~~
~~(b) in the case of such an appointment by any other corporate Shareholder, a copy of the resolution of its directors or other governing body of the Shareholder authorising the appointment of the corporate representative or a form of notice of appointment of corporate representative issued by the Company for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the Shareholder’s constitutive documents and a list of directors or members of the governing body of the Shareholder as at the date of such resolution, or, as the case may be, power of attorney, in each case certified by a director, secretary or a member of the governing body of that Shareholder and notarised, or, in the case of a form of notice of appointment issued by the Company as aforesaid, completed and signed in accordance with the instructions thereon or in the case of a power of attorney a notarised copy of the relevant authority under which it was signed, shall have been deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company as aforesaid (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the corporate representative proposes to vote.~~

– 69 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

[Reserved] ~~No appointment of a corporate representative shall be valid unless it names the person authorised to act as the appointor’s representative and the appointor is also named. The Board may, unless it is satisfied that a person purporting to act as a corporate representative is the person named in the relevant instrument for his appointment, decline such person’s admission to the relevant meeting and/or reject his vote or demand for a poll and no Shareholder who may be affected by any exercise by the Board of its power in this connection shall have any claim against the Board or any of them nor may any such exercise by the Board of its powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.~~
A Director may at any time, by ~~notice in writing~~ Notice signed by him delivered to the Registered Office or at the Head Office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time terminate such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall terminate on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. An alternate Director may act as alternate to more than one Director.
(b) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the ordinary remuneration otherwise payable to his appointor as such appointor may by ~~notice in writing~~ Notice to the Company from time to time direct.

– 70 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
A Director or an alternate Director shall not be required to hold any qualification Shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of Shareholders of the Company. Directors may participate in any meeting of the Shareholder or any class thereof by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other and, such participation shall constitute presence at a meeting as if those participating were present in person.
The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged ~~on i~~ n the business of the Company or in the discharge of their duties as Directors.
(b) The Company shall not make any loan, directly or indirectly, to a Director or his Close Associate(s) if and to the extent it would be prohibited by the Companies Ordinance as if the Company were a company incorporated in Hong Kong. ~~Except as would, if the Company were a company incorporated in Hong Kong, be permitted by the Companies Ordinance as in force at the date of adoption of these Articles, and except as permitted under the Companies Law, the Company shall not directly or indirectly:~~
~~(i) make a loan to a Director or a director of any Holding Company of the Company or any of their respective Close Associates;~~
~~(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or a director of any Holding Company of the Company or any of their respective Close Associates; or~~

– 71 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
~~(iii) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.~~
(c) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) ~~shall~~ has not during such period ~~have~~ attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office; or

...

(f) if by ~~notice in writing~~ Notice delivered to the Company at its Registered Office or at the Head Office or tendered at a meeting of the Board he resigns his office; or
(h) if he shall be removed from the office by ~~notice in writing~~ Notice served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.
(d) (ii) any proposal concerning an offer of ~~shares~~ Shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his Close Associate(s) is/are or is/are to be interested as a participant in the underwriting or sub- underwriting of the offer;
- (iv) any contract or arrangement in which the Director or his Close Associate(s) is/are interested in the same manner as other holders of ~~shares~~ Shares or debentures or other securities of the Company by virtue only of his/their interest in ~~shares~~ Shares or debentures or other securities of the Company.

– 72 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re- election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 112 shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.
(d) such Director has given ~~notice in writing~~ Notice to the Company that he is not willing to be re-elected.
The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election ~~Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election~~ . Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.

– 73 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless ~~notice in writing~~ Notice of the intention to propose that person for election as a Director and ~~notice in writing~~ Notice by that person of his willingness to be elected shall have been lodged at the Head Office or at the Registration Office. The period for lodgement of the notices required under this Article will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting and the minimum length of the period during which such notices to the Company may be given will be at least seven days.
The Company may by Ordinary Resolution remove any Director (including a managing director or other executive director) before the expiration of his term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim ~~which such Director may have f~~ or damages ~~for any breach of~~ under any contract ~~between him and the Company)~~ and may by Ordinary Resolution elect another person in his stead. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 108.
(a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any Share at par or at such premium and on such other terms as may be agreed; ~~and~~
(b) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration ~~.~~ ; and
(c) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Act.

– 74 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
The Board may from time to time elect or otherwise appoint at least one of them to the office of chairman of the Company and another to be the vice chairman of the Company (or two or more vice Chairmen) and determine the period for which each of them is to hold office. The chairman of the ~~company~~ Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by the Directors present shall preside as chairman at meetings of the Board. If at any meeting no chairman is present within fifteen (15) minutes ~~or, in his absence~~ after the time appointed for holding the meeting, or is willing to act as chairman, the vice chairman of the Company or if there is more than one vice chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by the Directors present shall preside as chairman at meetings of the Board, but if no such chairman or vice chairman be elected or appointed, or if at any meeting the chairman or vice chairman is not present within ~~five~~ fifteen (15) minutes after the time appointed for holding the same and willing to act, the Directors present shall choose one of their number to be chairman of such meeting. All the provisions of Articles 103, 108, 123, 124 and 125 shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Article.
The Board may meet together for the despatch of business, adjourn or postpone and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum separately in respect of himself (if a Director) and in respect of each Director for whom he is an alternate and his voting rights shall be cumulative and he needs not use all his votes or cast all his votes in the same way. A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities ~~as~~ which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

– 75 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) A resolution in writing signed by all the Directors (or their respective alternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.
(b) Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary, or by two Directors, or by any person or persons (including a Director and/or the Secretary) appointed by the Board for the purpose, provided that as regards any certificates for Shares or ~~D~~ debentures or other securities of the Company, the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic or may be printed thereon as specified in such resolution or that such certificates need not be signed by any person.
(c) The Company may have a Securities Seal for use for sealing certificates for ~~shares~~ Shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid. The Board may by resolution determine that the affixation of Securities Seal on certificates for ~~shares~~ Shares or other securities issued by the Company be dispensed with or be affixed by printing the image of the Securities Seal on such certificates.

– 76 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

153. (a)	The Company may, upon the recommendation of the Board, at any time and
	from time to time pass an Ordinary Resolution to the effect that it is desirable
	to capitalise all or any part of any amount for the time being standing to the
	credit of any reserve or fund (including a share premium account and capital
	redemption reserve and the profit and loss account) whether or not the same is
	available for distribution and accordingly that such amount be set free for
	distribution among the Shareholders or any class of Shareholders who would
	be entitled thereto if it were distributed by way of dividend and in the same
	proportions or such other proportions as may be determined by Ordinary
	Resolution of Shareholders, on the footing that the same is not paid in cash
	but is applied either in or towards paying up the amounts for the time being
	unpaid on any Shares in the Company held by such Shareholders respectively
	or in paying up in full unissued Shares, debentures or other obligations of the
	Company, to be allotted and distributed credited as fully paid up among such
	Shareholders, or partly in one way and partly in the other, and the Board shall
	give effect to such resolution provided that, for the purposes of this Article, a
	share premium account and any capital redemption reserve or fund
	representing unrealised profits, may be applied only in paying up in full
	unissued Shares to be allotted to such Shareholders credited as fully paid.~~The~~ ~~CiltithdtifthBd~~
	~~ompany n genera meeng may, upon e recommenaon o e oar,~~ ~~ltitlitditthditffthC’~~
	~~resove o capase any sum sanng o e cre o any o e ompanys~~ ~~thihilblfditibtiildiith~~
	~~reserve accouns wc are avaae or sruon (ncung s sare~~ ~~i~~ ~~t~~ ~~d~~ ~~itl~~ ~~dti~~ ~~fd~~ ~~bt~~ ~~t~~ ~~th~~
	~~premum~~ ~~accoun~~ ~~an~~ ~~capa~~ ~~reempon~~ ~~reserve~~ ~~un,~~ ~~sujec~~ ~~o~~ ~~e~~ ~~CiLdtithtthhldfShth~~
	~~ompanes aw) an o approprae suc sums o e oers o ares on e~~ ~~Rittthlfbithdtfthltltih~~
	~~egser a e cose o usness on e ae o e reevan resouon (or suc~~ ~~thdtbifidthidtididdthii~~
	~~oer ae as may e spece eren or eermne as prove eren) n~~ ~~thtiihihhldhbdiiibltth~~
	~~e proporons n wc suc sum wou ave een vse amongs em~~ ~~hdthbditibtiffitbfDiidddtl~~
	~~a e same een a sruon o pros y way o ven an o appy~~ ~~hthibhlfiiifllidShflltt~~
	~~suc sum on er ea n payng up n u unssue ares or aomen~~ ~~dditibtiditdfllidtdtthith~~
	~~an sruon cree as uy pa-up o an amongs em n e~~ ~~proportion aforesaid.~~

– 77 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(b)	Notwithstanding any provisions in these Articles, the Board may resolve to	Notwithstanding any provisions in these Articles, the Board may resolve to
	capitalise all or any part of any amount for the time being standing to the
	credit of any reserve or fund (including a share premium account and the
	profit and loss account) whether or not the same is available for distribution
	by applying such sum in paying up unissued Shares to be allotted to (i)
	employees (including directors) of the Company and/or its affiliates (meaning
	any individual, corporation, partnership, association, joint-stock company,
	trust, unincorporated association or other entity (other than the Company) that
	directly, or indirectly through one or more intermediaries, controls, is
	controlled by or is under common control with, the Company) upon exercise
	or vesting of any options or awards granted under any share incentive scheme
	or employee benefit scheme or other arrangement which relates to such
	persons that has been adopted or approved by the Shareholders at a general
	meeting, or (ii) any trustee of any trust to whom Shares are to be allotted and
	issued by the Company in connection with the operation of any share incentive
	scheme or employee benefit scheme or other arrangement which relates to
	such persons that has been adopted or approved by the Shareholders at a
	general meeting	~~SbttthCiLhhlti~~
	~~aoresa sa ave een passe, e oar sa mae a appropraons an~~ ~~litifthfitddiiddfitldtb~~
	~~appcaons o e reserves or pros an unve pros resove o e~~ ~~itlidthbdttdtllllttdiffllidSh~~
	~~capase erey, an aen o a aomens an ssues o uy pa ares,~~ ~~dbtthitidllhlldlltdthi~~
	~~eenures, or oer secures an generay sa o a acs an ngs~~ ~~idtifftthtFthfiifftt~~
	~~requre o gve eec ereo. or e purpose o gvng eec o any~~ ~~ltidthiAtilthBdttldiffilthih~~
	~~resouon uner s rce, e oar may see any cuy wc may~~ ~~iidtitlitiiitthikfitditil~~
	~~arse n regar o a capasaon ssue as ns , an n parcuar may~~ ~~didftiltitltdthdd~~
	~~sregar racona enemens or roun e same up or own an may~~ ~~dtithththllbdtShhldilif~~
	~~eermne a cas paymens sa e mae o any areoers n eu o~~ ~~ftiltitltthtftifhlthBd~~
	~~racona enemens or a racons o suc vaue as e oar may~~ ~~dtibdiddidtdtthihtflltitht~~
	~~eermne may e sregare n orer o ajus e rgs o a pares or a~~ ~~ftiltitlthllbtddlddthbfithll~~
	~~racona enemens sa e aggregae an so an e ene sa~~ ~~tthCththtthShhlddd~~
	~~accrue o e ompany raer an o e areoers concerne, an no~~ ~~Shhldhfftdthbhllbddtbdthhllb~~
	~~areoers wo are aece erey sa e eeme o e, an ey sa e~~ ~~ddttbtlfShhldblfth~~
	~~eeme no o e, a separae cass o areoers y reason ony o e~~ ~~ifthiThBdthittbhlf~~
	~~exercse o s power. e oar may auorse any person o ener on ea~~ ~~fllShhldittdiitlitiitithth~~
	~~o a areoers nerese n a capasaon ssue any agreemen w e~~ ~~C~~ ~~th~~ ~~idi~~ ~~f~~ ~~h~~ ~~itliti~~ ~~d~~ ~~tt~~ ~~i~~
	~~ompany~~ ~~or~~ ~~oer(s)~~ ~~provng~~ ~~or~~ ~~suc~~ ~~capasaon~~ ~~an~~ ~~maers~~ ~~n~~ ~~tithithdtddhthithllb~~
	~~connecon erew an any agreemen mae uner suc auory sa e~~ ~~fftidbidilldWithtliitithlitf~~
	~~eecve an nng upon a concerne. ou mng e generay o~~ ~~thfihtidfthtbh~~
	~~e oregong, any suc agreemen may prove or e accepance y suc~~ ~~fthShdbtthititbllttdd~~
	~~persons o e ares, eenures or oer secures o e aoe an~~ ~~ditibtdtthtilitiftifthiliitfth~~
	~~srue o em respecvey n sasacon o er cams n respec o e~~ ~~sum so capitalised.~~

– 78 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(c) The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of Shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders. ~~The provisions of paragraph (e) of Article 160 shall apply to the power of the Company to capitalise under this Article as it applies to the grant of election thereunder mutatis mutandis and no Shareholder who may be affected thereby shall be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power.~~
Subject to the ~~Companies Law~~ Act and these Articles, the Company in general meeting may declare Dividends in any currency but no Dividends shall exceed the amount recommended by the Board. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

– 79 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) The Board may (subject to Article 156 from time to time) pay to the Shareholders out of such distributable funds of the Company (including share premium account) such interim Dividends as appear to the Board to be justified by the financial conditions ~~and the profits~~ of the Company and, in particular but without prejudice to the generality of the foregoing, if at any time the share capital of the Company is divided into different classes, the Board may pay such interim Dividends in respect of those Shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those Shares which confer on the holders thereof preferential rights with regard to Dividend and provided that the Board acts bona fide it shall not incur any responsibility to the holders of Shares conferring any preference for any damage that they may suffer by reason of the payment of an interim Dividend on any Shares having deferred or non-preferential rights.
(b) The Board may also pay half-yearly or at other suitable intervals to be settled by it any Dividend out of such distributable funds of the Company (including share premium account) which may be payable at a fixed rate if the Board is of the opinion that the financial conditions ~~and the profits~~ of the Company justify the payment.
(c) The Board may in addition from time to time declare and pay special Dividends of such amounts and on such dates and out of such distributable funds of the Company (including share premium account) as it thinks fit, and the provisions of paragraph (a) of this Article as regards the power and exemption from liability of the Board as relate to the declaration and payment of interim Dividends shall apply, mutatis mutandis, to the declaration and payment of any such special Dividends.

– 80 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

Whenever the Board or the Company in general meeting has resolved that a d~~D~~ividend be paid or declared, the Board may further resolve that such d~~D~~ividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways~~, with or without~~ ~~offering any rights to Shareholders to elect to receive such Dividend in cash~~, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any ~~Shareholders ~~members upon the footing of the value so fixed in order to adjust the rights of all parties, and may ~~dtithtftiltitlthllbtddlddthbfit~~	Whenever the Board or the Company in general meeting has resolved that a d~~D~~ividend be paid or declared, the Board may further resolve that such d~~D~~ividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways~~, with or without~~ ~~offering any rights to Shareholders to elect to receive such Dividend in cash~~, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any ~~Shareholders ~~members upon the footing of the value so fixed in order to adjust the rights of all parties, and may ~~dtithtftiltitlthllbtddlddthbfit~~	Whenever the Board or the Company in general meeting has resolved that a d~~D~~ividend be paid or declared, the Board may further resolve that such d~~D~~ividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways~~, with or without~~ ~~offering any rights to Shareholders to elect to receive such Dividend in cash~~, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any ~~Shareholders ~~members upon the footing of the value so fixed in order to adjust the rights of all parties, and may ~~dtithtftiltitlthllbtddlddthbfit~~	Whenever the Board or the Company in general meeting has resolved that a d~~D~~ividend be paid or declared, the Board may further resolve that such d~~D~~ividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways~~, with or without~~ ~~offering any rights to Shareholders to elect to receive such Dividend in cash~~, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any ~~Shareholders ~~members upon the footing of the value so fixed in order to adjust the rights of all parties, and may ~~dtithtftiltitlthllbtddlddthbfit~~
~~eermne~~ ~~hll~~
~~sa accr~~ any such ~~thi~~
	~~auorse any person o ener no on~~ ~~tiththC~~
~~ea o a areoers avng an neres n any agreemen w e ompany or~~ ~~thidifhDiidddttitithithd~~
~~oer(s) provng or suc ven an maers n connecon erew an any~~ ~~such agreement made under such authority shall be effective. T~~he Board may resolve that no such assets shall be made available ~~or made ~~to ~~Shareholders ~~members with registered addresses in any particular territory or territories ~~being a territory or~~ ~~territories~~ where, in the absence of a registration statement or other special formalities, ~~this~~such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable ~~or the legality or practicality of which may be~~ ~~tiiittihthiblttiltit~~
		~~oers ~~ ~~bi~~
			~~a errory or~~ other special opinion of the ~~hihb~~
			~~wc may e~~ ~~iltit~~
~~me consumng or expensve o asceran weer n asoue erms or n reaon o~~ ~~the value of the holding of Shares of the Shareholder concerned ~~and in ~~any ~~such event the only entitlement of the ~~Shareholders ~~members aforesaid shall be to receive cash payments as aforesaid. ~~Shareholders ~~Members affected as a result of the foregoing sentence~~exercise by the Board of its discretion under this Article ~~shall not be~~, and~~ ~~shall ~~or be deemed ~~not ~~to be~~, ~~a separate class of ~~Shareholders ~~members for any purpose~~s ~~whatsoever.

– 81 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) Whenever the Board or the Company in general meeting has resolved that a Dividend be paid or declared on the share capital of the Company, the Board may further resolve, either:
(i) that such Dividend be satisfied wholly or in part in the form of an allotment of Shares credited as fully paid ~~on the basis that the Shares so allotted shall be of the same class or classes as the class or classes already held by the allotee,~~ provided that the Shareholders entitled thereto will be entitled to elect to receive such Dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:

...

(B) the Board, after determining the basis of allotment, shall give not less than 14 clear days’ ~~notice~~ Notice ~~in writing~~ to the Shareholders of the right of election accorded to them and shall send with such ~~notice~~ Notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

...

(ii) that Shareholders entitled to such Dividend will be entitled to elect to receive an allotment of Shares credited as fully paid in lieu of the whole or such part of the Dividend as the Board may think fit ~~on the basis that the Shares so allotted shall be of the same class or classes as the class or classes of Shares already held by the allottee~~ . In such case, the following provisions shall apply:

...

– 82 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(B) the Board, after determining the basis of allotment, shall give not less than 14 clear days’ ~~notice in writing~~ Notice to the Shareholders of the right of election accorded to them and shall send with such ~~notice~~ Notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

...

  - (D) the Dividend (or that part of the Dividend in respect of which a right of election has been accorded) shall not be payable in cash on Shares in respect whereof the ~~Share~~ share election has been duly exercised (“the elected Shares”) and in lieu thereof Shares shall be allotted credited as fully paid to the holders of the elected Shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the elected Shares on such basis.

(b) The Shares allotted pursuant to the provisions of paragraph (a) of this Article shall rank pari passu in all respects with the Shares then in issue ~~and held by the allottee in respect of which they were allotted~~ , save only as regards participation:
(i) in the relevant Dividend (or the right to receive or to elect to receive an allotment of Shares in lieu thereof as aforesaid); or

– 83 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(ii) ~~(ii)~~ in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant Dividend unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (a)(i) or (a)(ii) of paragraph (a) of this Article in relation to the relevant Dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall have specified that the Shares to be allotted pursuant to the provisions of paragraph (a) of this Article shall rank for participation in such distribution, bonus or rights.
All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for one year after having been declared by the Company until claimed ~~and~~ , notwithstanding any entry in any books of the Company may be invested or otherwise made use of by the Board for the benefit of the Company or otherwise howsoever, and the Company shall not be constituted a trustee in respect thereof. All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for six years after having been declared may be forfeited by the Board and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or re-issued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.

– 84 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) Subject to paragraph (c) below, every balance sheet of the Company shall be signed on behalf of the Board by two of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report thereon, shall, not less than 21 days before the date of the meeting be delivered or sent by post ~~together with the notice of annual general meeting~~ to every Shareholder ~~and every Debenture Holder of the Company~~ and every other person entitled to receive ~~notice~~ Notices of general meetings of the Company under the provisions of these Articles, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any Shares ~~or Debentures~~ , but any Shareholder ~~or Debenture Holder~~ to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the Shares ~~or Debentures~~ or other securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.

– 85 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) The Company shall at each annual general meeting by Ordinary Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of any such Director, officer or employee shall not be appointed as Auditors of the Company. The Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. Any Auditor so appointed shall hold office only until the first annual general meeting of the Company after his appointment. The remuneration of the Auditors shall, by Ordinary Resolution, be fixed by or on the authority of the Company in the annual general meeting except that in any particular year the Company in general meeting may, by Ordinary Resolution, delegate the fixing of such remuneration to the Board and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.
(b) The Shareholders may, at any general meeting convened and held in accordance with these Articles, remove the Auditors by ~~Special~~ Ordinary Resolution at any time before the expiration of the term of office and shall, by Ordinary Resolution, at that meeting appoint new auditors in its place for the remainder of the term.
[Reserved] ~~No person other than the retiring Auditors shall be appointed as Auditors at an annual general meeting unless notice of an intention to nominate that person to the office of Auditors has been given to the Company not less than 14 clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditors and shall give notice thereof to the Shareholders not less than seven days before the annual general meeting provided that the above requirement for sending a copy of such notice to the retiring Auditors may be waived by notice in writing by the retiring Auditors to the Secretary.~~

– 86 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(a) Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means: ~~Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles shall be in writing or, to the extent permitted by the Companies Law and the Listing Rules from time to time and subject to this Article, contained in an electronic communication. A notice calling a meeting of the Board need not be in writing.~~
(i) by serving it personally on the relevant person;
(ii) by sending it through the post in a prepaid envelope addressed to such Shareholder at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;
(iii) by delivering or leaving it at such address as aforesaid;
(iv) by placing an advertisement in appropriate Newspapers or other publication and where applicable, in accordance with the requirements of the HK Stock Exchange;
(v) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 180(f), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;

– 87 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(vi)	by publishing it on the Company’s website to which the relevant
	person may have access, subject to the Company complying with the
	Statutes and any other applicable laws, rules and regulations from time
	to time in force with regard to any requirements for the obtaining of
	consent (or deemed consent) from such person and/or for giving
	notification to any such person stating that the Notice, document or
	publication is available on the Company’s computer network website (a
	“notice of availability”); or

(vii) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations. The notice of availability may be given by any of the means set out above	by sending or otherwise making it available to such person through	by sending or otherwise making it available to such person through
	such other means to the extent permitted by and in accordance with the
other than by posting it on a website		~~Eththilttd~~
~~any noce or ocumen o e gven o or y any person pursuan o ese~~ ~~Atilildititiithithiibd~~
~~rces (ncung any corporae communcaons wn e meanng ascre~~ ~~thtdthLitiRlbddlidt~~
~~ereo uner e sng ues) may e serve on or evere o any~~ ~~Shhldithllbdiitthhthtiid~~
~~areoer eer personay or y senng roug e pos n a prepa~~ ~~ldddthShhldthiitddd~~
~~enveope or wrapper aresse o suc areoer a s regsere aress as~~ ~~iithitbliittthtdddddtth~~
~~appearng n e regser or y eavng a a aress aresse o e~~ ~~ShhldbththidiitibthShhld~~
~~areoer or y any oer means auorse n wrng y e areoer~~ ~~dththhtifitbblihiitbf~~
~~concerne or (oer an sare cercae) y pusng y way o~~ ~~dtitithNIfithldfhll~~
~~aversemen n e ewspapers. n case o jon oers o a sare, a~~ ~~tihllbitthtfthithldhtdfit~~
~~noces sa e gven o a one o e jon oers wose name sans rs~~ ~~ithitdtiihllbffiittitllthit~~
~~n e regser an noce so gven sa e sucen noce o a e jon~~ ~~hldWithtliitithlitfthfibtbttth~~
~~oers. ou mng e generay o e oregong u sujec o e~~ ~~CiLdthLitiRltidtbd~~
~~ompanes aw an e sng ues, a noce or ocumen may e serve or~~ ~~dlidbthCtShhldbltith~~
~~evere y e ompany o any areoer y eecronc means o suc~~ ~~ddftittibthidbthShhldd~~
~~aress as may rom me o me e auorse y e areoer concerne~~ ~~bblihiitbitdtifithShhlddtht~~
~~or y pusng on a wese an noyng e areoer concerne a~~ ~~it has been so published.~~

– 88 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

(c) In the case of joint holders of a Share all Notices shall be given to that one of the joint holders whose name stands first in the Register and Notice so given shall be deemed a sufficient service on or delivery to all the joint holders. ~~Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.~~

...

(e)	Every person who, by operation of law, transfer, transmission, or other means	Every person who, by operation of law, transfer, transmission, or other means
	whatsoever, shall become entitled to any Share, shall be bound by every
	Notice in respect of such Share, which, previously to his name and address
	(including electronic address) being entered in the Register as the registered
	holder of such Share, shall	have been duly given to the person from whom he
	derives title to such Share.	~~ThBdftittiifthf~~
	~~an manner n wc a noce may e gven o e ompany y eecronc~~ ~~ildiddfthitflti~~
	~~means, ncung one or more aresses or e recep o an eecronc~~ ~~itidibhdththikfitf~~
	~~communcaon, an may prescre suc proceures as ey n or~~ ~~ifiththtiitititfhltiiti~~
	~~veryng e auency or negry o any suc eecronc communcaon.~~ ~~AtibitthCbltilifiti~~
	~~ny noce may e gven o e ompany y eecronc means ony s~~ ~~given in accordance with the requirements specified by the Board.~~

(f) Every Shareholder or a person who is entitled to receive Notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

– 89 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(g) Subject to any applicable laws, rules and regulations and the terms of these Articles, any Notice, document or publication, including but not limited to the documents referred to in these Articles may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Shareholder, in the Chinese language only to such Shareholder.
(a) [Reserved] ~~Any Shareholder whose registered address is outside the Relevant Territory may notify the Company in writing of an address in the Relevant Territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the Shareholder is outside the Relevant Territory, notice, if given through the post, shall be sent by prepaid airmail letter where available.~~
(b) [Reserved] ~~Any Shareholder who fails (and, where a Share is held by joint holders, where the first joint holder named on the register fails) to supply his registered address or a correct registered address to the Company for service of notices and documents on him shall not (and where a Share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on him may, if the Board in its absolute discretion so elects (and subject to them re-electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head Office or, if the Board sees fit, by advertisement in the Newspapers, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such Shareholder which notice shall state the address within the Relevant Territory at which he served in the manner so described which shall be sufficient service as regards Shareholders with no registered or incorrect addresses, provided that nothing in this paragraph (b) shall be construed as requiring the Company to serve any notice or document on any Shareholder with no or an incorrect registered address for the service of notice or document on him or on any Shareholder other than the first named on the register of members of the Company.~~

– 90 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(c) [Reserved] ~~If on three consecutive occasions notices or other documents have been sent through the post to any Shareholder (or, in the case of joint holders of a share, the first holder named on the register) at his registered address but have been returned undelivered, such Shareholder (and, in the case of joint holders of a Share, all other joint holders of the share) shall not thereafter be entitled to receive or be served (save as the Board may elect otherwise pursuant to paragraph (b) of this Article) and shall be deemed to have waived the service of notices and other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address for the service of notices on him.~~

182.	Any ~~noticeN~~otice or other document, if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered	if served or delivered by post, shall where	if served or delivered by post, shall where
	on the day following that on which the envelope containing the same, properly
	prepaid and addressed, is put into the post; in proving such service or delivery it shall
	be sufficient to prove that the envelope or wrapper containing the Notice or document
	was properly addressed and put into the post and a certificate in writing signed by the
	Secretary or other officer of the Company or other person appointed by the Board that
	the envelope or wrapper containing the Notice or other document was so addressed
	and put into the post shall be conclusive evidence thereof		~~iftbilt~~
			. ~~sen y ma, posage~~ ~~thdfllitht~~
	~~idhllbddthbddlid~~
	~~prepa, sa e eeme o ave een serve or evere ~~ ~~hihthlttltiith~~		~~n e ay oowng a~~ ~~ititthtI~~
	~~on wc e eer, enveope, or wrapper conanng e same s pu no e pos. n~~ ~~ihiithllbffiittthtthlttl~~
	~~provng suc servce sa e sucen o prove a e eer, enveope or wrapper~~ ~~tiithtidtlddddtittht~~
	~~conanng e noce or ocumen was propery aresse an pu no e pos as~~ ~~idilAtidtttbtbtlftbthCt~~
	~~prepa ma. ny noce or ocumen no sen y pos u e y e ompany a a~~ ~~itdddhllbddthbddlidthdit~~
	~~regsere aress sa e eeme o ave een serve or evere on e ay was~~ ~~lftAtidtiftbltiildithh~~
	~~so e. ny noce or ocumen, sen y eecronc means (ncung roug any~~ ~~ltthllbddthbithdfllitht~~
	~~reevan sysem), sa e eeme o ave een gven on e ay oowng a on~~ ~~hihthltiititbbhlffthCA~~
	~~wc e eecronc communcaon was sen y or on ea o e ompany. ny~~ ~~tidtddlidbthCbth~~
	~~noce or ocumen serve or evere y e ompany y any oer means~~ ~~thidiitibthShhlddhllbddthb~~
	~~auorse n wrng y e areoer concerne sa e eeme o ave een~~ ~~dhthChidtthtiithbthidttkf~~
	~~serve wen e ompany as carre ou e acon as een auorse o ae or~~ ~~thtAtithdtblihdbfdtit~~
	~~a purpose. ny noce or oer ocumen puse y way o aversemen or on a~~ ~~bithllbddthbddlidthdit~~
	~~wese sa e eeme o ave een serve or evere on e ay was so~~ ~~published.~~

– 91 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

183.	A ~~noticeN~~otice or document if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its	if sent by electronic communication, shall be deemed to	if sent by electronic communication, shall be deemed to
	agent. A Notice placed on the Company’s website or the website of the HK Stock
	Exchange, is deemed given by the Company to a Shareholder on the day following
	that on which a notice of availability is deemed served on the Shareholder		~~b~~
	~~gven y e ompany o e person ene o a are n consequence o e ea,~~ ~~tldidbktliidtifShhldbdiitthhth~~
	~~mena sorer, anrupcy or quaon o a areoer y senng roug e~~ ~~tiidldddthibbthtitlf~~
	~~pos n a prepa enveope or wrapper aresse o m y name, or y e e o~~ ~~ttifthddthttfthbktthliidtfth~~
	~~represenave o e ecease, e rusee o e anrup or e quaor o e~~ ~~Shhldblikdititthddiflidfth~~
	~~areoer, or y any e escrpon, a e aress, any, suppe or e purpose~~ ~~bthliitbtitldtilhddhb~~
	~~y e person camng o e so ene, or (un suc an aress as een so~~ ~~lidbiithtidtiihihthiht~~
	~~suppe) y gvng e noce or ocumen n any manner n wc e same mg~~ ~~hbiifthdthtldidbktidihdt~~
	~~ave een gven e ea, mea sorer, anrupcy or wnng up a no~~ ~~occurred.~~

184.	A Notice or document if published on the Company’s website, shall be deemed to	A Notice or document if published on the Company’s website, shall be deemed to
	have been served on the day on which the Notice, document or publication first so
	appears on the Company’s website to which the relevant person may have access or
	the day on which the notice of availability is deemed to	have been served or delivered
	to such person under these Articles, whichever is later.	~~Ahbti~~
	~~o aw, ranser or oer means wasoever sa ecome ene o any are sa e~~ ~~bdbtiitfhhhihithiddd~~
	~~oun y every noce n respec o suc sare wc pror o s name an aress~~ ~~bitdthithllhbdldtthfhh~~
	~~eng enere on e regser sa ave een uy serve o e person rom wom e~~ ~~derives his title to such share.~~

– 92 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

Article
No. 185.	Proposed amendments showing changes to the existing Articles A Notice or document if served or delivered in any other manner contemplated by
	these Articles, shall be deemed to have been served or delivered at the time of
	personal service or delivery or, as the case may be, at the time of the relevant
	despatch, transmission or publication; and in proving such service or delivery a
	certificate in writing signed by the Secretary or other officer of the Company or other
	person appointed by the Board as to the act and time of such service, delivery,
	despatch, transmission or publication shall be conclusive evidence thereof.	~~Ati~~
	~~or ocumen evere or sen y pos o, or e a e regsere aress o any~~ ~~Shhld~~ ~~i~~ ~~f~~ ~~th~~ ~~Atil~~ ~~hll~~ ~~tithtdi~~ ~~tht~~ ~~h~~
	~~areoer~~ ~~n~~ ~~pursuance~~ ~~o~~ ~~ese~~ ~~rces,~~ ~~sa~~ ~~nowsanng~~ ~~a~~ ~~suc~~ ~~ShhldbthddbktddhthtthC~~
	~~areoer e en ecease, anrup or woun up an weer or no e ompany~~ ~~htifhidthbktidibddthdldi~~
	~~as noce o s ea, anrupcy or wnng up, e eeme o ave uy serve n~~ ~~tfitdShhthhldllitliththb~~
	~~respec o any regsere ares weer e soey or jony w oer persons y~~ ~~hShhldtilthbitdihitdthhld~~
	~~suc areoer un some oer person e regsere n s sea as e oer or~~ ~~ithldthfdhihllfllfthAtilb~~
	~~jon oer ereo, an suc servce sa or a purposes o ese rces e~~ ~~ddffiitifhtidthiltti~~
	~~eeme a sucen servce o suc noce or ocumen on s persona represenaves~~ ~~and all persons (if any) jointly interested with him in any such Shares.~~

186.	A Notice or document if published as an advertisement in a Newspaper or other	A Notice or document if published as an advertisement in a Newspaper or other
	publication permitted under these Articles, shall be deemed to have been served on the
	day on which the advertisement first so appears	~~Thittti~~

186A. (a) Any Notice or other document delivered or sent by post to or left at the registered address of any Shareholder in pursuance of these Articles shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any Share registered in the name of such Shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the Share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Share.

– 93 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles
(b) A Notice may be given by the Company to the person entitled to a Share in consequence of the death, mental disorder or bankruptcy of a Shareholder by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
(c) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any Share shall be bound by every Notice in respect of such Share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such Share.
186B. For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of Shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of Shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received. The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.

STOCK FINANCIAL YEAR

Unless otherwise determined by the Directors, the financial year of the Company shall end on the 31st day of December in each year. ~~The following provisions shall have effect at any time and from time to time provided that they are not prohibited by or inconsistent with the Companies Law:~~
~~(a) The Company may by Ordinary Resolution convert any fully paid Shares into stock, and may from time to time by like resolution reconvert any stock into fully paid Shares of any denomination.~~

– 94 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Article

No. Proposed amendments showing changes to the existing Articles

~~(b) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the Shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or prohibit the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the Shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.~~
~~(c) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards Dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the Shares from which the stock arose, but no such rights, privileges or advantages (except participation in the Dividends and profits and in the assets on winding up of the Company) shall be conferred by an amount of stock which would not, if existing in Shares, have conferred such rights, privileges or advantages.~~
~~(d) Such of the provisions of these Articles as are applicable to fully paid Shares shall apply to stock, and the words “Share” and “Shareholder” herein shall include “stock” and “stockholder” and “member”.~~

– 95 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [43 x 10] intentionally omitted <==

==> picture [56 x 22] intentionally omitted <==

7Road Holdings Limited 第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 797)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of 7Road Holdings Limited (the “ Company ”) will be held at 4/F, Building 1-A, Tingwei Industrial Park, No. 6 Liufang Road, Baoan District, Shenzhen, the PRC on Tuesday, 23 May 2023 at 11:00 a.m. to consider and, if thought fit, to pass (with or without amendments) the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2022.
To:
2.1 re-elect Mr. Li Zhengquan as an executive director of the Company;
2.2 re-elect Mr. Peng Cheng as an executive director of the Company;
2.3 re-elect Mr. Xue Jun as an independent non-executive director of the Company; and
2.4 authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the directors of the Company.
To re-appoint Elite Partners CPA Limited as the auditor of the Company until the conclusion of the next annual general meeting of the Company and authorise the Board to fix the auditor’s remuneration.

– 96 –

NOTICE OF ANNUAL GENERAL MEETING

“ THAT :
4.1 subject to paragraph 4.3 below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
4.2 the approval in paragraph 4.1 above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
4.3 the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph 4.1 above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the number of issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

– 97 –

NOTICE OF ANNUAL GENERAL MEETING

4.4 for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the memorandum and articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in any general meeting; and

“ Rights Issue ” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

5. “ THAT :

5.1 subject to paragraph 5.2 below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

– 98 –

NOTICE OF ANNUAL GENERAL MEETING

5.2 the aggregate number of issued shares of the Company which may be repurchased pursuant to the approval in paragraph 5.1 above shall not exceed 10 per cent of the number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
5.3 subject to the passing of each of the paragraphs 5.1 and 5.2 of this resolution, any prior approvals of the kind referred to in paragraphs 5.1 and 5.2 of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
5.4 for the purpose of this resolution:
- “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
- (a) the conclusion of the next annual general meeting of the Company;
- (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the memorandum and articles of association of the Company to be held; or
- (c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in any general meeting.”
“ THAT conditional upon the resolutions numbered 4 and 5 set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4 set out in the notice convening this meeting be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted by the directors of the Company pursuant to such general mandate an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5 set out in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the number of issued shares of the Company as at the date of passing of the said resolutions.”

– 99 –

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

“ THAT the second amended and restated memorandum of association and articles of association of the Company (the “ New Memorandum and Articles of Association ”) (incorporating the proposed amendments to the existing memorandum of association and articles of association of the Company (the “ Memorandum and Articles of Association ”), the details of which are set out in Appendix III to the circular of the Company dated 27 April 2023), a copy of which has been produced to this meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted as the new memorandum of association and articles of association of the Company, respectively, in substitution for, and to the exclusion of, the Memorandum and Articles of Association with immediate effect after the close of this meeting, and any one director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to implement the adoption of the New Memorandum and Articles of Association.”

By order of the Board 7Road Holdings Limited Meng Shuqi Chairman

Wuxi, the PRC, 27 April 2023

Registered office :

Sertus Chambers, Governors Square Suite #5-204, 23 Lime Tree Bay Avenue P.O. Box 2547 Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy needs not be a shareholder of the Company.
(ii) In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

– 100 –

NOTICE OF ANNUAL GENERAL MEETING

(iii) In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. 11:00 a.m. on Sunday, 21 May 2023) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy previously submitted shall be deemed to have been revoked.
(iv) For determining the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members of the Company will be closed from Wednesday, 17 May 2023 to Tuesday, 23 May 2023, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 16 May 2023.
(v) In respect of the ordinary resolutions numbered 2.1, 2.2 and 2.3 above, the Board proposes that the retiring directors who will offer themselves for re-election, namely Mr. Li Zhengquan, Mr. Peng Cheng and Mr. Xue Jun, be re-elected as directors of the Company. Details of the directors to be re-elected are set out in Appendix I to the accompanied circular dated 27 April 2023.
(vi) In respect of the ordinary resolution numbered 4 above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate for the purposes of the Listing Rules.
(vii) In respect of the ordinary resolution numbered 5 above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 27 April 2023.
(viii) The ordinary resolution numbered 6 will be proposed to the shareholders for approval provided that the ordinary resolutions numbered 4 and 5 are passed by the shareholders of the Company.
(ix) In respect of the special resolution numbered 7 above, the Board proposes to amend the Memorandum and Articles of Association. Details of the proposed amendments to the Memorandum and Articles of Association are set out in Appendix III to the accompanied circular dated 27 April 2023.

As at the date of this notice, the executive directors of the Company are Mr. Meng Shuqi, Mr. Li Zhengquan, Mr. Yang Cheng and Mr. Peng Cheng; and the independent non-executive directors of the Company are Mr. Xue Jun, Ms. Li Yiqing and Mr. Lui Chi Ho.

– 101 –

AI assistant

7Road Holdings Limited — Proxy Solicitation & Information Statement 2023

49469_rns_2023-04-26_0107175c-7d5a-4980-8ac3-e242c7d0a4a7.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (4) NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

7Road Holdings Limited 第七大道控股有限公司

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION; AND (4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

ISSUE MANDATE TO ISSUE SHARES

REPURCHASE MANDATE TO REPURCHASE SHARES

EXTENSION MANDATE

RE-ELECTION OF RETIRING DIRECTORS

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

CLOSURE OF REGISTER OF MEMBERS

NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

VOTING BY WAY OF POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

(1) Mr. Li Zhengquan

Position and experience

Length of service and director’s emoluments

APPENDIX I

Relationships

Interests in Shares

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(2) Mr. Peng Cheng

Position and experience

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service and director’s emoluments

Relationships

Interests in Shares

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(3) Mr. Xue Jun

Position and experience

Length of service and director’s emoluments

Relationships

Interests in Shares

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Nomination policy and process for the independent non-executive Director

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

SHARE CAPITAL

REASONS OF REPURCHASES

FUNDING OF REPURCHASES

IMPACT OF REPURCHASES

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

EFFECT OF THE TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

UNDERTAKING

SHARE PRICES

GENERAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

SPECIFIC AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

Memorandum Proposed amendments showing changes to the existing amended and restated No. memorandum of association of the Company

SPECIFIC AMENDMENTS TO THE ARTICLES

Article

No. Proposed amendments showing changes to the existing Articles

Article

No. Proposed amendments showing changes to the existing Articles

Article

No. Proposed amendments showing changes to the existing Articles

Article

Article

No. Proposed amendments showing changes to the existing Articles

Article

No. Proposed amendments showing changes to the existing Articles

Article

Article

No. Proposed amendments showing changes to the existing Articles

Article

No. Proposed amendments showing changes to the existing Articles

Article

7Road Holdings Limited Proxy Solicitation & Information Statement 2023