Automated Systems Holdings Limited — Proxy Solicitation & Information Statement 2018

Oct 30, 2018

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 you should take, 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 securities in CHINA MEDICAL & HEALTHCARE GROUP LIMITED , you should at once hand this circular with the accompanying form of proxy and the 2017/2018 Annual Report to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Medical & HealthCare Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 383)

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China Medical & HealthCare Group Limited (the “ Company ”) to be held at Plaza 1 & 2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 6 December 2018 at 11:00 a.m. is set out in Appendix III on pages 11 to 14 of this circular. A form of proxy for use at the annual general meeting is also enclosed.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon and return the same to the office of the branch share registrars of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjournment thereof if you so wish.

31 October 2018

LETTER FROM THE BOARD

China Medical & HealthCare Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 383)

Executive Directors: Ms. Chong Sok Un (Deputy Chairman) Mr. Kong Muk Yin Mr. Guo Meibao

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Non-Executive Directors:

Dato’ Wong Peng Chong Mr. Liao Feng

Independent Non-Executive Directors:

Mr. Lau Siu Ki Mr. Zhang Jian Dr. Xia Xiaoning

Head Office and Principal Place of Business in Hong Kong: 47th Floor China Online Centre 333 Lockhart Road Wan Chai Hong Kong 31 October 2018

To the shareholders of the Company

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SECURITIES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide shareholders of the Company (the “ Shareholder(s) ”) with information regarding the resolutions to be proposed at an annual general meeting of the Company to be held on 6 December 2018 (the “ Annual General Meeting ”).

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LETTER FROM THE BOARD

2. GENERAL MANDATES TO REPURCHASE AND ISSUE BY THE COMPANY OF ITS SECURITIES

At the annual general meeting of the Company held on 7 December 2017, a general mandate was given to the directors of the Company (the “ Director(s) ”) to exercise the powers of the Company to repurchase its securities. Such mandate will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution will be proposed to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase, for a term and in the terms as stated in the said ordinary resolution, shares of HK$0.0005 each of the Company (the “ Shares ”) in and up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing such ordinary resolution (the “ Repurchase Mandate ”).

An explanatory statement, as required under the relevant rules set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”) regarding the repurchase by companies with primary listings on the Stock Exchange of their own securities to provide the requisite information on the Repurchase Mandate, is set out in Appendix I hereto.

In addition to the ordinary resolution regarding the Repurchase Mandate, two other ordinary resolutions will also be proposed at the Annual General Meeting, one of which purports to grant to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution (the “ Issue Mandate ”); and another which purports to extend the limit under such Issue Mandate if granted to the Directors the number of Shares representing the aggregate nominal amount of the Shares in the issued capital of the Company repurchased by the Company under the Repurchase Mandate (the “ Extension Mandate ”).

Assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date to the date of passing the relevant resolution, the maximum number of Shares that may be issued pursuant to the Issue Mandate is 2,896,014,554.

3. RE-ELECTION OF DIRECTORS

Pursuant to Clause 99 of the Bye-Laws of the Company (the “ Bye-Laws ”), Ms. Chong Sok Un and Mr. Lau Siu Ki shall retire from the office by rotation at the forthcoming Annual General Meeting. Ms. Chong Sok Un, being eligible, will offer herself for re-election at the Annual General Meeting. The board of Directors of the Company (the “ Board ”) has been informed by Mr. Lau Siu Ki that he will not offer for re-election as an independent non-executive director at the Annual General Meeting.

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LETTER FROM THE BOARD

Mr. Lau Siu Ki has confirmed that there is no disagreement with the Board and there are no matters relating to his retirement that need to be brought to the attention of the Shareholders or the Stock Exchange. The Board would also like to take this opportunity to express its sincere gratitude to Mr. Lau Siu Ki for his valuable contributions to the Company during his tenure of service.

Pursuant to Clause 102 of the Bye-Laws, Mr. Guo Meibao will retire and being eligible, offer himself for re-election at the forthcoming Annual General Meeting.

At the Annual General Meeting, ordinary resolutions to re-elect retiring Directors, Ms. Chong Sok Un and Mr. Guo Meibao will be proposed in accordance with the Bye-Laws.

Details of the Directors being subject to retirement by rotation and re-election, as required to be disclosed under Chapter 13 of the Listing Rules, are set out in Appendix II hereto.

4. ANNUAL GENERAL MEETING

The contents of the ordinary resolutions to be proposed at the Annual General Meeting are set out in Appendix III hereto.

A form of proxy for use at the Annual General Meeting is enclosed hereto. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon and return the same to the office of the branch share registrars of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. Any announcement on the results of the vote by poll will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors believe that the proposed ordinary resolutions for the Repurchase Mandate, Issue Mandate, Extension Mandate and re-election of Directors are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of all the aforesaid proposed resolutions at the Annual General Meeting.

This notice of Annual General Meeting dated 31 October 2018 is set out in Appendix III of this circular.

Should there be any inconsistencies between the English text and the Chinese text of this circular, the English text of this circular will prevail over the Chinese text.

By Order of the Board China Medical & HealthCare Group Limited Chong Sok Un Deputy Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at 26 October 2018 (the latest practicable date prior to the printing of this circular, the “ Latest Practicable Date ”), there were in issue an aggregate of 14,480,072,773 Shares.

Subject to the passing and pursuant to the terms of the ordinary resolution regarding the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting to be held on 6 December 2018, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,448,007,277 Shares.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share and/or earnings per share and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASE AND MATERIAL ADVERSE IMPACT

In repurchasing Securities, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-Laws and the laws of Bermuda. The amount of premium payable on repurchase may only be paid out of either the profits that would otherwise be available for dividend or out of the share premium or contributed surplus accounts of the Company.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements contained in its annual report for the year ended 30 June 2018 in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose 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 levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares of the Company have traded on the Stock Exchange during the current month and each of the previous twelve months before the printing of this circular were as follows:–

		Shares
	Highest		Lowest
	HK$		HK$
2017
October	0.320		0.275
November	0.290		0.241
December	0.265		0.194
2018
January	0.270		0.201
February	0.260		0.211
March	0.255		0.216
April	0.380		0.236
May	0.330		0.241
June	0.290		0.241
July	0.260		0.212
August	0.250		0.203
September	0.270		0.205
October (up to the Latest Practicable Date)	0.265		0.206

5. UNDERTAKING AND EFFECT OF REPURCHASE

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates as defined in the Listing Rules, have any present intention to sell any securities of the Company to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

No connected person (as defined in the Listing Rules) has notified the Company that it has a present intention to sell securities of the Company to the Company or its subsidiaries or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

If a Shareholder’s proportionate interest in the voting rights of the Company increases upon exercise of the powers to repurchase securities of the Company pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”). As a result, a Shareholder or group of Shareholders acting in concert, 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 general offer for all Shares in issue at the time in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, 同方股份有限公司 (Tsinghua Tongfang Co., Ltd.) (“ THTF ”) beneficially held 4,000,000,000 ordinary shares of the Company (Note) (approximately 27.62% of the issued share capital of the Company).

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate then (if the present Shareholders’ interests in Shares remained the same) the attributable shareholding of THTF in the Company would be increased to approximately 30.69% of the issued share capital of the Company. Such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. However, the Directors have no current intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation. In any event, the Repurchase Mandate will be exercised only if the number of Shares held by the public would not fall below 25%.

Note:

Cool Clouds Limited, a wholly-owned subsidiary of Resuccess Investments Limited (“ Resuccess Investments ”), owns 4,000,000,000 ordinary shares of the Company. THTF maintains 100% beneficial interests in Resuccess Investments. Accordingly, Resuccess Investments and THTF are deemed to have interests in 4,000,000,000 ordinary shares of the Company.

6. SECURITIES REPURCHASE MADE BY THE COMPANY

In the six months immediately preceding the Latest Practicable Date, the Company has not repurchased any of its shares on the Stock Exchange or otherwise.

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DETAILS OF RETIRING DIRECTORS

APPENDIX II

The followings are the details of the retiring Directors of the Company proposed to be re-elected at the Annual General Meeting:–

(i) Ms. Chong Sok Un (“Ms. Chong”)

Ms. Chong Sok Un , M.H. aged 64, was appointed as executive director and chairman of the Company on 23 August 2002 and has been re-designated as deputy chairman of the Company since 16 December 2015. Ms. Chong was awarded the Medal of Honour (M.H.) by the Government of the Hong Kong Special Administrative Region on 1 July 2011. She is a member of the National Committee of the Chinese People’s Political Consultative Conference, Guangdong Province, the Honorary Director of the Chinese Red Cross Foundation, Permanent Honorary Chairman of the Hong Kong Federation of Fujian Associations and Vice Chairman of the Hong Kong Federation of Fujian Associations Ladies’ Committee. She is the namer and director of YOT Chong Sok Un Medical Fund (cancer aid) since 2007 and a member of Yan Oi Tong Advisory Board since 2011. Ms. Chong was the chairman of the 31st Term Board of Directors of Yan Oi Tong from 2010 to 2011 and a director of the 27th Term Board of Directors of Yan Oi Tong from 2006 to 2007. She was also a director of Po Leung Kuk from 2009 to 2010. She was an executive director and chairman of APAC Resources Limited from 6 July 2007 to 1 March 2016 and a non-executive director of Alibaba Pictures Group Limited from 25 June 2007 to 23 April 2009.

Ms. Chong has entered into a service agreement with the Company for a term of two years and the term of her service shall be renewed automatically for successive two-year term or until terminated in accordance with the said service agreement. Her appointment is also subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Bye-Laws or any other applicable laws whereby she shall vacate her office. Ms. Chong is entitled to receive a monthly remuneration of HK$35,000, one month year-end double pay and performance based discretionary bonus. Her remuneration is determined with reference to market rates and her duties and responsibilities in the Company.

As at the Latest Practicable Date, Ms. Chong is deemed to have corporate interest of 2,592,514,140 Shares held through Vigor Online Offshore Limited (“ Vigor ”) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”).

Save as disclosed above, Ms. Chong did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

• Vigor is a wholly-owned subsidiary of China Spirit Limited in which Ms. Chong maintains 100% beneficial interest.

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DETAILS OF RETIRING DIRECTORS

APPENDIX II

(ii) Mr. Guo Meibao (“Mr. Guo”)

Mr. Guo Meibao, aged 45, was appointed as executive director of the Company on 22 September 2018. Mr. Guo was graduated with a major in financial accounting in 1995 and obtained a MBA from the Open University of Macau. He is a certified public accountant in the People’s Republic of China. He has more than 20 years of financial, operational and investment management experience in China’s medical, property and other industries. Mr. Guo was the chairman of 深圳市大馬化投資有限公司 from March 2017 to September 2018. He was a financial controller from October 2010 to October 2013, and the chief executive officer and chairman from October 2013 to March 2017 of 同仁醫療產業集團有限公司 (Tongren Healthcare Industry Group Co., Ltd., a wholly-owned subsidiary of the Company). He was a financial controller from June 2006 to October 2010, and general manager and the chairman from January 2014 to March 2017 of 連雲港嘉泰建設工程有限公司 (Lianyungang Jiatai Construction Company Limited, a wholly-owned subsidiary of the Company). He was also a financial controller of 廣 東今宇高爾夫球俱樂部 (Long Island Golf & Country Club) from December 1998 to June 2006.

Mr. Guo has entered into a service agreement with the Company for a term of two years and the term of his service shall be renewed automatically for successive two-year term or until terminated in accordance with the said service agreement. His appointment is also subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Bye-Laws or any other applicable laws whereby he shall vacate his office. Mr. Guo is entitled to receive a monthly remuneration of RMB100,000, one month year-end double pay and a performance based discretionary bonus. His remuneration is determined by reference to the market salary range for the position.

As at the Latest Practicable Date, Mr. Guo has no interest in the Shares within the meaning of Part XV of SFO.

Save as disclosed above, Mr. Guo did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years and does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters concerning Ms. Chong Sok Un and Mr. Guo Meibao relating to their re-election that need to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to Rules 13.74 and 13.51(2)(a) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

China Medical & HealthCare Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 383)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ Meeting ”) of the Company will be held at Plaza 1 & 2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 6 December 2018 at 11:00 a.m. for the following purposes:–

ORDINARY RESOLUTIONS

As ordinary business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:–

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditor for the year ended 30 June 2018.

2. To re-elect Directors (Ms. Chong Sok Un and Mr. Guo Meibao) and authorise the Board of Directors (the “ Board ”) to fix their remuneration.

3. To re-appoint Auditor and authorise the Board to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:–

1. (i) “ THAT :–

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company or any other rights or securities to subscribe or purchase shares in the share capital of the Company in each case through the facilities of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or of another exchange recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the aggregate nominal amount of share capital of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed ten per cent. (10%) of the aggregate nominal amount of share capital of the Company in issue at the date of passing this Resolution and the approval in paragraph (a) above shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:–

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or the Bye-Laws of the Company (the “ Bye-Laws ”) to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• (ii) “ THAT :–

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company or securities convertible into such shares or options, warrants or other rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such power, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (c) the aggregate nominal amount of share capital of the Company to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends pursuant to the Bye-Laws from time to time; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company, shall not exceed twenty per cent. (20%) of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution, and the said approval in paragraph (a) above shall be limited accordingly; and

• (d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:–

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of Bermuda or the Bye-Laws to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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 any recognised regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (iii) “ THAT conditional upon the passing of Ordinary Resolutions Nos. 4 (i) and 4 (ii) above, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company pursuant to Ordinary Resolution No. 4 (ii) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of issued share capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No. 4 (i) above, provided that such amount shall not exceed ten per cent. (10%) of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution.”

By Order of the Board China Medical & HealthCare Group Limited Fung Ching Man, Ada Company Secretary

Hong Kong, 31 October 2018

Notes:–

• (i) Any member of the Company entitled to attend and vote at the Meeting or a meeting of the holder of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

• (ii) The instrument appointing a proxy shall be in writing under the hands 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.

• (iii) The instrument appointing a proxy and 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 the branch share registrars of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

• (iv) All voting by the members at the Meeting shall be conducted by way of poll.

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