Baguio Green Group Limited — Proxy Solicitation & Information Statement 2022

Apr 27, 2022

THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a 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 Baguio Green Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy 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.

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BAGUIO GREEN GROUP LIMITED 碧瑤綠色集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01397)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES,

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE MEMORANDUM

AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Hong Kong Management Association, Room 6, 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Tuesday, 31 May 2022 at 10:30 a.m. is set out on pages 54 to 59 of this circular.

A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you are able to attend the meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, 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 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 adjourned meeting thereof (as the case may be) should you wish to do so.

Hong Kong, 28 April 2022

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Buy-Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors and Determination of Directors’ Remuneration . . . . . . . . . . .	5
Proposed Adoption of the New Memorandum and Articles of Association . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of the Directors Proposed for Re-election . . . . . . . . . . . . . . . . .	12
Appendix III — Proposed Amendments to the Memorandum of Association and
Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

• ‘‘AGM’’

• the annual general meeting of the Company to be held at Hong Kong Management Association, Room 6, 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Tuesday, 31 May 2022 at 10:30 a.m. or any adjournment thereof, notice of which is set out on pages 54 to 59 of this circular

• ‘‘Articles of Association’’

• the articles of association of the Company, as amended from time to time

• ‘‘associates’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘business day’’ a day (excluding Saturday) on which banks are generally open for business in Hong Kong

• ‘‘Buy-Back Mandate’’ the proposed general mandate to be granted to the Directors to exercise the power of the Company to buy back Shares as set out in the Buy-Back Resolution

• ‘‘Buy-Back Resolution’’ the proposed ordinary resolution as referred to in the ordinary resolution no. 5(B) of the Notice

• ‘‘Companies Act’’ the Companies Act, Chapter 22 (Revised) of the Cayman Islands

• ‘‘Company’’ Baguio Green Group Limited (碧瑤綠色集團有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Controlling Shareholder(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Corporate Governance Code’’

• the Corporate Governance Code as set out in Appendix 14 to the Listing Rules

• ‘‘Director(s)’’

the director(s) of the Company

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

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DEFINITIONS

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’

• the proposed general mandate to the Directors to exercise the power of the Company to allot, issue and deal with Shares to be granted to the Directors at the AGM

• ‘‘Latest Practicable Date’’

• 21 April 2022, 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

• ‘‘Memorandum and Articles of the Memorandum of Association and Articles of Association’’ Association

• ‘‘Memorandum of Association’’ the memorandum of association of the Company, as amended from time to time

• ‘‘Notice’’

• the notice convening the AGM as set out on pages 54 to 59 of this circular

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘Share(s)’’ share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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BAGUIO GREEN GROUP LIMITED 碧瑤綠色集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1397)

Executive Directors: Mr. Ng Wing Hong (Chairman) Ms. Ng Yuk Kwan Phyllis (Chief Executive Officer and Compliance Officer) Mr. Ng Wing Chuen Ms. Leung Shuk Ping Ms. Cheung Siu Chun (Chief Financial Officer and Company Secretary)

Independent Non-executive Directors: Mr. Sin Ho Chiu Dr. Law Ka Hung Mr. Lau Chi Yin Thomas

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit A, 4/F. Dragon Industrial Building No. 93 King Lam Street Lai Chi Kok Kowloon, Hong Kong

Hong Kong, 28 April 2022

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, DECLARATION OF FINAL DIVIDEND, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM to be held on Tuesday, 31 May 2022 and to provide you with information regarding the ordinary resolutions and special resolution to be proposed at the AGM relating to, inter alia, (i) the granting to the Directors of the Issue Mandate and the Buy-Back Mandate; (ii) the declaration of final dividends; (iii) the

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LETTER FROM THE BOARD

re-election of retiring Directors: and (iv) the proposed adoption of the new Memorandum and Articles of Association. A notice of the AGM containing the resolutions to be proposed at the AGM is set out on pages 54 to 59 of this circular.

GENERAL MANDATE TO ISSUE SHARES

In order to give the Company the flexibility to issue and buy back Shares if and when appropriate, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue Shares.

At the AGM, ordinary resolutions will be proposed: (i) to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of such resolution; and (ii) subject to the passing of the proposed ordinary resolutions to approve the Issue Mandate and the Buy-Back Mandate at the AGM, to extend the Issue Mandate by the number of Shares bought back under the BuyBack Mandate.

As at the Latest Practicable Date, there were 415,000,000 Shares in issue. Subject to the passing of the proposed ordinary resolution to approve the Issue Mandate set out in the resolution No. 5 under the Notice and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue and allot up to a maximum of 83,000,000 Shares, being 20% of the issued share capital of the Company as at the Latest Practicable Date.

The Directors wish to state that they have no present intention of exercising the Issue Mandate to allot and issue Shares.

GENERAL MANDATE TO BUY-BACK SHARES

The Directors propose to seek Shareholders’ approval of the Buy-Back Resolution to be proposed at the AGM. An explanatory statement as required under Rule 10.06 of the Listing Rules to provide the requisite information of the Buy-Back Mandate is set out in Appendix I to this circular.

The Directors wish to state that they have no present intention of exercising the Buy-Back Mandate to buy-back Shares.

Subject to the passing of the Buy-Back Resolution and on the basis that no further Shares are allotted and issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed, under the Buy-Back Mandate, to buy-back up to a maximum of 41,500,000 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date.

The authority conferred by the Buy-Back Resolution will continue in force until whichever is the earliest 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

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LETTER FROM THE BOARD

Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in the Buy-Back Resolution.

DECLARATION OF FINAL DIVIDEND

According to the Company’s annual results announcement dated 30 March 2022, the Board recommended the payment of a final dividend of HK0.9 cents per ordinary Share for the year ended 31 December 2021 to be paid on or around 8 July 2022 to those Shareholders whose names appear on the register of members of the Company on 23 June 2022.

The recommended final dividend of HK0.9 cents per ordinary Share is subject to approval by the Shareholders at the AGM. Such dividend will be distributed from the retained profits of the Company.

RE-ELECTION OF DIRECTORS AND DETERMINATION OF DIRECTORS’ REMUNERATION

As at the Latest Practicable Date, the Board comprised five executive Directors, namely, Mr. Ng Wing Hong, Ms. Ng Yuk Kwan Phyllis, Mr. Ng Wing Chuen, Ms. Leung Shuk Ping and Ms. Cheung Siu Chun; and three independent non-executive Directors, namely, Mr. Sin Ho Chiu, Dr. Law Ka Hung and Mr. Lau Chi Yin Thomas.

Pursuant to the Articles of Association and the Corporate Governance Code, Ms. Leung Shuk Ping, Ms. Cheung Siu Chun and Mr. Sin Ho Chiu shall retire from office at the AGM and they, being eligible, will offer themselves for re-election at the AGM.

Biographical details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix II of this circular.

The remuneration committee of the Company has made recommendation to the Board on the directors’ remuneration for the year ending 31 December 2022, and the basis of determining the directors’ remuneration is set out in the corporate governance report of the Company’s annual report.

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company also proposes to amend its existing Memorandum and Articles of Association by way of adoption of the new Memorandum and Articles of Association (a) to bring the Memorandum and Articles of Association to be in line with the relevant requirements of the applicable laws of the Cayman Islands and the Listing Rules; and (b) to allow the Company to hold hybrid and virtual meetings of the Shareholders. Other minor amendments to the existing Memorandum and Articles of Association are also proposed to be made to introduce the corresponding and house-keeping changes.

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LETTER FROM THE BOARD

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 AGM and shall take effect upon the close of the AGM if so approved. Full particulars of the proposed amendments to the existing Memorandum and Articles of Association brought about by the adoption of the new Memorandum and Articles of Association (marked-up against the existing Memorandum and Articles of Association) are set out in Appendix III to this circular.

The new Memorandum and Articles of Association is written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the new Memorandum and Articles of Association is purely a translation only. Should there be any discrepancy, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws have confirmed that the proposed amendments to the Memorandum and Articles of Association conform with the requirements of the Listing Rules, where applicable, and the legal advisers to the Company as to the laws of the Cayman Islands have confirmed that the proposed amendments to the Memorandum and Articles of Association conform with the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed on the Stock Exchange.

ANNUAL GENERAL MEETING

The Notice, which contains, inter alia, ordinary resolutions and special resolution to approve the Issue Mandate and the Buy-Back Mandate, the declaration of the final dividend, the re-election of retiring Directors, and the proposed adoption of new Memorandum and Articles of Association is set out on pages 54 to 59 of this circular.

A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.baguio.com.hk). Whether or not you propose to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjourned meeting thereof (as the case may be) should you wish to do so.

None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Articles of Association.

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm 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 grant of the Issue Mandate and the Buy-Back Mandate, the declaration of final dividend and the re-election of retiring Directors are all in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions set out in the Notice.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 26 May 2022 to Tuesday, 31 May 2022, both days inclusive, during which no transfer of Shares will be registered. To be eligible to attend and vote at the AGM which shall be held on 31 May 2022, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 25 May 2022.

For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 23 June 2022 to Friday, 24 June 2022, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 22 June 2022.

Yours faithfully, By order of the Board of Baguio Green Group Limited Ng Wing Hong Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Buy-Back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 415,000,000 fully paid up Shares of HK$0.01 each. Subject to the passing of the Buy-Back Resolution and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Buy-Back Mandate to buy back up to a maximum of 41,500,000 fully paid up Shares, representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR SHARE BUY-BACKS

The Directors believe that the Buy-Back Resolution is in the best interests of the Company and the Shareholders. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE BUY-BACKS

Buy-back of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Act provides that the amount of capital repaid in connection with a share buy-back may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the buy-backs or if so authorised by the Articles of Association, out of capital subject to and in accordance with the Companies Act. The amount of premium payable on buy-back may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company’s Shares are bought back in the manner provided for in the Companies Act.

It is expected that the Company will fund any buy-back of Shares from its available internal resources. There may be a material adverse impact on the working capital or gearing position of the Company (as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2021, being the date to which the latest published audited consolidated financial statements of the Company were made up) in the event that the Buy-Back Mandate were to be exercised in full at any time during the proposed buy-back period. However, the Directors have no present intention to buy back any Shares and they would only exercise the power to buy back in circumstances where they consider that the buy-back would be in the best interests of the Company and the Shareholders as a whole. Further, the Directors do not propose to exercise the Buy-Back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing position of the Company as may be determined by the Directors from time to time to be appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. DISCLOSURE OF INTEREST

None of the Directors, nor to the best of their knowledge having made all reasonable enquiries, any of their associates nor any directors of such associates, have any present intention to sell any Shares to the Company under the Buy-Back Mandate if it is approved by the Shareholders.

No connected person of the Company has notified the Company that he or she has a present intention to sell any Shares to the Company or its subsidiaries, nor have undertaken not to do so, in the event that the Company is authorised to make buy-backs of its own shares and the Buy-Back Mandate is approved by Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that if they shall exercise the power of the Company to make buy-backs pursuant to the Buy-Back Mandate they will exercise the same in accordance with the Listing Rules, the laws of the Cayman Islands and all applicable laws.

6. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2021
April	0.425	0.370
May	0.510	0.380
June	0.445	0.350
July	0.375	0.305
August	0.380	0.330
September	0.435	0.370
October	0.465	0.385
November	0.580	0.430
December	0.600	0.480
2022
January	0.550	0.485
February	0.540	0.465
March	0.780	0.465
April (up to and including the Latest Practicable Date)	0.540	0.490

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EXPLANATORY STATEMENT

APPENDIX I

7. SHARE BUY-BACKS MADE BY THE COMPANY

There have been no buy-backs by the Company, or any of its subsidiaries, of any Shares in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

8. EFFECT OF THE TAKEOVERS CODE

If as a result of the exercise of the power to buy back Shares pursuant to the Buy-Back 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 Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and be obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following persons were the substantial shareholders holding more than 10% of the issued share capital of the Company:

			Approximate %
		Number of	of shareholding
Name	Capacity	Shares held	interest
Baguio Green	Beneficial owner (Note 1)	275,000,000	66.27
(Holding) Limited
Ng Wing Hong	Interest of controlled	279,256,000	67.29
	corporation and
	beneficial owner
	(Note 1)
Chan Shuk Kuen	Family interest (Note 2)	279,256,000	67.29

Notes:

1. The entire issued share capital of Baguio Green (Holding) Limited is beneficially owned by Mr. Ng Wing Hong. Therefore, Mr. Ng Wing Hong is deemed to be interested in all the Shares of the Company held by Baguio Green (Holding) Limited. In addition, Mr. Ng Wing Hong directly held 4,256,000 Shares of the Company. Mr. Ng Wing Hong is a Controlling Shareholder and an executive Director of the Company.

2. Ms. Chan Shuk Kuen is the spouse of Mr. Ng Wing Hong and is therefore deemed to be interested in all the Shares held/owned by Mr. Ng Wing Hong (by himself or through Baguio Green (Holding) Limited) by virtue of the SFO.

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EXPLANATORY STATEMENT

APPENDIX I

In the event that the Buy-Back Mandate is exercised in full, assuming no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM and there is no change in the existing shareholding of the above Shareholders, the total interests of such Shareholders in the Shares would be increased to:

	Approximate %
	of shareholding
Name	interest
Baguio Green (Holding) Limited	73.63
Ng Wing Hong	74.77
Chan Shuk Kuen	74.77

Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date, the Directors are not aware of any consequences or implications which would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code as a result of exercising the power to buy back Shares under the Buy-Back Mandate. The Directors have no present intention of exercising the Buy-Back Mandate.

The Directors are also aware that the Listing Rules prohibit a company from making share buy-back on the Stock Exchange if the result of the buy-back would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in the hands of the public. The Directors have no present intention to exercise the Buy-Back Mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.

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DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

Leung Shuk Ping (梁淑萍), aged 49, is an Executive Director of the Company. She was appointed as our Executive Director on 23 January 2014. She joined our Group in August 1997 as a secretary and resigned in October 2010 with her last position as a Senior Administration Manager. She rejoined our group as the Operation Director in June 2012. Ms. Leung has over 20 years of experience in administration and business management. She currently oversees the operation department, administration department, IT department, SHEQ department and fleet management department of our Group.

Ms. Leung was awarded a Certificate in Business Management in January 2001 and a Diploma in Business Management in April 2008 from the School of Continuing Education Hong Kong Baptist University. She completed the IMS Internal Auditor Course for ISO 9001:2008 and ISO 14001:2004 and OHSAS 18001:2007 held by the British Standards Institution in December 2013. She completed the Pest Control and Pesticide Safety for Industrial Undertakings course organised by Hong Kong Polytechnic University in 2009. She completed the Certificate Programme on Inventory Management organised by the Hong Kong Management Association on July 1991. She awarded a Diploma in Company Direction in October 2018 by The Hong Kong Institute of Directors.

Cheung Siu Chun (張笑珍), aged 57, is an Executive Director, Chief Financial Officer and Company Secretary of the Company. She was appointed as an Executive Director, Chief Financial Officer and Company Secretary on 23 January 2014. She joined our Group in November 1999 as our Financial Controller and resigned in November 2004. She rejoined our Group in August 2005 and in July 2012, she became our Finance Director. Ms. Cheung currently oversees the Group’s finance department, procurement and logistics department and is responsible for the Group’s accounting, cost control, corporate finance and cash management affairs.

She was awarded a post-experience certificate in accountancy from the Hong Kong Polytechnic University in September 2001, a Master of Business Administration degree from University of South Australia in April 2004. Ms. Cheung was admitted as a fellow member of the Association of Chartered Certified Accountants in June 1999 and a fellow member of the Hong Kong Institute of Certified Public Accountants in September 2013. She was admitted as a fellow member of the Taxation Institute of Hong Kong in January 2014. She was admitted as a life full member of Association of Women Accountants (Hong Kong) Limited in December 2007. She was also admitted as an associate member of the Institute of Chartered Accountants in England and Wales in February 2008 and became a fellow member of the Institute of Chartered Accountants in England and Wales in August 2019. Ms. Cheung was granted a Certificate of Completion of the Best Practices for ERP Implementation and Enterprise Collaboration Applications Workshop by the Hong Kong Productivity Council in June 2004. Ms. Cheung was also admitted as an associate member of The Chartered Governance Institute, and an associate member of The Hong Kong Chartered Governance Institute in December 2016 respectively. In 2021, Ms. Cheung awarded the title of certified Environmental, Social and Governance Analyst (CESGA) from the European Federation of Financial Analysts Societies.

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DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Sin Ho Chiu (冼浩釗), aged 66, was appointed as an Independent Non-executive Director of the Company on 24 April 2014 and he is also the chairman of our Remuneration Committee. He has been the sales director and general manager of GrafTech Hong Kong Limited since May 2011 and the legal representative of the Beijing representative office of GrafTech Hong Kong Ltd since May 2017. From February 2011 to August 2021, Mr. Sin served as the legal representative of Shanghai GrafTech Trading Company Limited. From October 2001 to April 2011, Mr. Sin served and was promoted as the business director of Asia Pacific in GrafTech International Trading Inc. Between September 1999 and September 2001, Mr. Sin served as the treasurer and controller of Union Carbide Asia Pacific Inc. Between September 1987 and August 1999, Mr. Sin served as the finance manager of Union Carbide Asia Limited.

Mr. Sin graduated from the Chinese University of Hong Kong with a Bachelor of Science in December 1979 and a Master of Business Administration in December 1983.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

The following are the proposed amendments to the existing Memorandum and Articles of Association brought about by the adoption of the new Memorandum and Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the existing Memorandum and Articles of Association.

Proposed amendments

(showing changes to the existing Memorandum of Association)

THE ~~COMPANIES~~

~~LAW~~ COMPANIES ACT (REVISED) EXEMPTED

COMPANY LIMITED BY SHARES

SECOND AMENDED AND

RESTATED MEMORANDUM OF

ASSOCIATION OF

Baguio Green Group Limited

碧瑤綠色集團有限公司

(Adopted by special resolution passed at an annual general meeting held on ~~24 April 2014~~ 31 May 2022)

1. The Registered Office of the Company shall be at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands ~~the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. Subject to the following provisions of this Memorandum, 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 Law~~ Companies Act (Revised).

2. The share capital of the Company is HK$10,000,000 divided into 1,000,000,000 shares of a nominal or par value of HK$0.01 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 Law~~ Companies Act (Revised) and the Articles of Association of the Company and to issue any part of its 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.

3. The Company may exercise the power contained in the ~~Companies Law~~ Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Articles of Association)

The ~~Companies Law~~ Companies Act (Revised) Exempted Company Limited by Shares

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Baguio Green Group Limited

碧瑤綠色集團有限公司

(Adopted pursuant to ~~written~~ special resolutions passed at an annual general meeting held on ~~24 April 2014~~ 31 May 2022)

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Articles of Association)

INDEX

SUBJECT Table A Interpretation Share Capital Alteration Of Capital Share Rights Variation Of Rights Shares Share Certificates Lien Calls On Shares Forfeiture Of Shares Register Of Members Record Dates Transfer Of Shares Transmission Of Shares Untraceable Members General Meetings Notice Of General Meetings Proceedings At General Meetings Voting Proxies Corporations Acting By Representatives Written Resolutions Of Members Board Of Directors Retirement Of Directors Disqualification Of Directors Executive Directors Alternate Directors Directors’ Fees And Expenses Directors’ Interests General Powers Of The Directors Borrowing Powers Proceedings Of The Directors Managers Officers Register of Directors and Officers Minutes Seal Authentication Of Documents

Article No.

1 2 3 4–7 8–9 10–11 12–15 16–21 22–24 25–33 34–42 43–44 45 46–51 52–54 55 56–58 59–60 61–65 66–74 75–80 81 82 83 84–85 86 87–88 89–92 93–96 97–100 101–106 107–110 111–120 121–123 124–127 128 129 130 131

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Articles of Association)

SUBJECT Destruction Of Documents Dividends And Other Payments Reserves Capitalisation Subscription Rights Reserve Accounting Records Audit Notices Signatures Winding Up Indemnity Amendment To Memorandum and Articles of Association And Name of Company Information Financial Year	Article No.
	132 133–142 143 144–145 146 147–151 152–157 158–160 161 162–163 164 165 166 167

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

THE ~~COMPANIES LAW~~ COMPANIES ACT (REVISED) EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Baguio Green Group Limited 碧瑤綠色集團有限公司

(Adopted pursuant to ~~written~~ special resolutions passed at an annual general meeting held on ~~24 April 2014~~ 31 May 2022)

TABLE A

1. The regulations in Table A in the Schedule to the ~~Companies Law~~ Companies Act (Revised) do not apply to the Company.

INTERPRETATION

1. (1) In these Articles, unless the context otherwise requires, the words standing in the ~~App. 13B 13(1)~~

first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD

MEANING

‘‘Act’’ The Companies Act, Cap. 22 (Revised) of the Cayman Islands.

• ‘‘announcement’’ 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.

• ‘‘clearing house’’ a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction, including but not limited to HKSCC.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• ‘‘close associate’’

• in relation to any Director, shall have the same meaning as defined in the Listing Rules as modified from time to time, except that for purposes of Article 100 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. ~~in relation to any Director, (i) before 1 July, 2014 shall have the same meaning as that ascribed to ‘‘associate’’ in the rules of the Designated Stock Exchange; and (ii) on or after 1 July, 2014, shall have the same meaning as defined in the rules of the Designated Stock Exchange effective from 1 July, 2014 as modified from time to time/has the meaning attributed to it in the rules of the Designated Stock Exchange.~~

• ‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

• ‘‘electronic communication’’ a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electron magnetic means in any form through any medium.

• ‘‘electronic means’’ include sending or otherwise making available to the intended recipients of the communication an electronic communication.

• ‘‘electronic meeting’’ a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• ‘‘hybrid meeting’’

a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities.

• ~~‘‘Law’’~~

• ~~The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.~~

• ‘‘Listing Rules’’ rules of the Designated Stock Exchange.

• ‘‘Meeting Location’’

• has the meaning given to it in Article 64A.

• ‘‘physical meeting’’

• a general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.

• ‘‘Principal Meeting Place’’

• shall have the meaning given to it in Article 59(2).

• ‘‘Statutes’’

• the ~~Law A~~ ct 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.

• ‘‘substantial shareholder’’

• 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 ~~rules of the Designated Stock Exchange~~ from time to time) of the voting power at any general meeting of the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (2) (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes ~~o~~ f representing words or reproducing words or figures in a legible and nontransitory 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 Member’s election comply with all applicable Statutes, rules and regulations;

• (h) 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 N ~~no~~ tice or document include a N ~~n~~ otice 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;

• (i) Section 8 and Section 19 of the Electronic Transactions ~~Law~~ Act ( ~~2003~~ Revised) 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;

• (j) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member 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;

• (k) 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;

• (l) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise);

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (m) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

• (n) nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it.

SHARE CAPITAL

1. (1) The share capital of the Company at the date on which these Articles come into ~~App. 3 9~~

effect shall be divided into shares of a par value of Hong Kong dollars ~~$0~~ .01 each.

• (2) Subject to the Act ~~Law~~ , the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules of ~~any Designated Stock Exchange and/or~~ 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 ~~Law.~~ 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 ~~Law.~~

• (3) Subject to compliance with the Listing Rules and rules and regulations of ~~the Designated Stock Exchange and a~~ ny other relevant 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.

ALTERATION OF CAPITAL

1. The Company may from time to time by ordinary resolution in accordance with the Act ~~Law~~ alter the conditions of its Memorandum of Association to:

2. (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 ~~Law~~ ), 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;

3. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act ~~Law~~ , reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

SHARE RIGHTS

• ’

• 1. (1) Subject to the provisions of the Act ~~Law~~ and the Company s Memorandum and ~~App. 3 6(1)~~

• 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 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.

• (2) Subject to the provisions of the Act ~~Law~~ , the Listing Rules ~~rules of any Designated Stock Exchange~~ 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.

• [Intentionally deleted] ~~Where the Company purchases for redemption a redeemable share, App. 3 8(1)~~

~~purchases not made through the market or by tender shall be limited to a maximum price 8(2) as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.~~

VARIATION OF RIGHTS

1. Subject to the Act ~~Law~~ and without prejudice to Article 8, all or any of the special rights ~~App. 3 6(1)~~

for the time being attached to the shares or any class of shares may, unless otherwise ~~App.~~ provided by the terms of issue of the shares of that class, from time to time (whether or ~~13B2(1)~~ not the Company is being wound up) be varied, modified or abrogated either with the App.3 15

consent in writing of the holders of ~~not less than~~ at least three-fourths ~~in nominal value o~~ f the issued shares of that class or with the approval of a resolution passed by at least threefourths of the voting rights by the holders of the shares of that class present and voting in person or by proxy ~~sanction of a special resolution passed~~ at a separate general meeting of such holders ~~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 ~~(other than at an adjourned meeting)~~ shall be two persons (or ~~App. 3 6(2)~~

• in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy ~~not less than a~~ t least one-third ~~in nominal value~~ of the issued shares of that class ~~and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum~~ ; and

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

SHARES

1. (1) Subject to the Act ~~Law~~ , these Articles, any direction that may be given by the Company in general meeting and, where applicable, the Listing Rules ~~rules of any Designated Stock Exchange~~ 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 of the Company (whether forming part of the original or any increased 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. 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 Members 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. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of ~~m~~ Members for any purpose whatsoever.

2. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act ~~Law.~~ Subject to the Act ~~Law~~ , the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

3. Subject to the Act ~~Law~~ 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.

SHARE CERTIFICATES

1. Every share certificate shall be issued under the Seal or a facsimile thereof or with the ~~App.3 2(1)~~

Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. The seal of the Company may only be affixed or imprinted to a share certificate with the authority of the Directors, or be executed under the signature of appropriate officials with statutory authority, unless otherwise determined by the Directors. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. (2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of ~~nN~~ otices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

2. Share certificates shall be issued within the relevant time limit as prescribed by the Act ~~Law~~ or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

LIEN

1. Subject to these Articles, the Company may sell in such manner as the Board determines any share 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 fourteen (14) clear days after a ~~nN~~ otice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served, in the manner in which Notices may be sent to Members of the Company as provided in these Articles, on the registered holder for the time being of the share or the person entitled thereto by reason of such holder’s ~~his~~ death, ~~or~~ bankruptcy or winding-up.

CALLS ON SHARES

1. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such ~~nN~~ otice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

FORFEITURE OF SHARES

1. When any share has been forfeited, ~~nN~~ otice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

REGISTER OF MEMBERS

1. The Register and branch register of Members, as the case may be, shall be open for ~~to~~ inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of Hong Kong dollars ~~$2~~ .50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Act ~~Law~~ or, if appropriate, upon a maximum payment of Hong Kong dollars ~~$~~ 1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed in accordance with terms equivalent to section 632 of the Companies Ordinance 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.

App. ~~1~~ 3 ~~B 3(2)~~ 20

RECORD DATES

1. Subject to the Listing Rules, ~~Nn~~ otwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:

2. (b) determining the Members entitled to receive ~~nN~~ otice of and to vote at any general meeting of the Company.

TRANSFER OF SHARES

1. (1) Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

2. (2) Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated 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 members of the Company in respect of its listed shares (whether the 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.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

   • ~~App. 3 1(2) 1(3)~~

2. (4) Unless the Board otherwise agrees (which agreement may be on such terms and ~~App. 3 1(1)~~

3. subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act ~~Law~~ .

4. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:

5. (a) a fee of such maximum sum as the Designated Stock Exchange may determine to be ~~App. 3 1(1)~~

6. payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

7. (c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act ~~Law~~ or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

8. The registration of transfers of shares or of any class of shares may, after notice has been given announcement or by electronic communication or by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. The period of thirty (30) days may be extended in respect of any year if approved by the Members by ordinary resolution.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

UNTRACEABLE MEMBERS

1. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

2. (2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

3. ~~App. 3 13(1)~~

4. ~~App. 3 13(2)(a) 13(2)(b)~~

5. (c) the Company, ~~if so required by the rules governing the listing of shares on the Designated Stock Exchange,~~ has given notice of its intention to sell such shares to, and caused advertisement ~~in newspapers~~ both in daily newspaper and in a newspaper circulating in the area of the last known address of such Member or any person entitled to the share under Article 54 and where applicable, in each case in accordance with the requirements of ~~, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by~~ the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

GENERAL MEETINGS

1. An annual general meeting of the Company shall be held in each financial year, and shall specify the meeting as such in the notice calling it, and such annual general meeting shall be held within six (6) months after the end of the Company’s financial year. ~~other than the year of the Company’s adoption of these Articles (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of adoption of these Articles, unless a longer period would not infringe the Listing rRules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board.~~

2. ~~App. 13B 3(3) 4(2)~~ App. 3 14(1)

3. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general meetings (including an annual 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 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) (including a recognized clearing house (or its nominee)) holding at the date of deposit of the requisition in aggregate not less than one-tenth of the voting rights (on a one vote per share basis) in the share ~~paid up~~ capital of the Company carrying the right of voting at general meetings of the Company may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of a meeting and such requisition should be made in writing, ~~shall at all times have the right, by written requisition t~~ o the Board or the Secretary of the Company ~~, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition~~ ; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may ~~do so in the same mannerc~~ onvene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

App.3 14(5)

NOTICE OF GENERAL MEETINGS

1. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days ~~and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days~~ . All other general meetings (including an extraordinary general meeting) ~~meetings may~~ must be called by Notice of not less than fourteen (14) clear days. ~~and not less than ten (10) clear business days but if I~~ f permitted by the Listing R ~~r~~ ules ~~of the Designated Stock Exchange~~ , a general meeting may be called by shorter notice, subject to the Act ~~Law~~ , if it is so agreed:

~~App. 13B 3(1)~~ App. 3 14(2)

• (2) The ~~n~~ Notice shall specify (a) the time and date ~~place~~ 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 64A, the principal place of meeting (the ‘‘Principal Meeting Place’’) and other place(s) of the meeting, (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) ~~and~~ particulars of resolutions to be considered at the meeting ~~and, in case of special business, the general nature of the business.~~ The ~~n~~ Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such ~~nN~~ otices

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

• (3) The Board shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement or change of the relevant general meeting may occur automatically without further notice including, without limitation, where a tropical cyclone warning signal no. 8 or above, black rainstorm warning or other similar event is in force at any time prior to or at the time of the general meeting on the day of the general meeting.

PROCEEDINGS AT GENERAL MEETINGS

1. (1) (d) appointment of Auditors (where special notice of the intention for such appointment is not required by the Act ~~Law)~~ and other officers;

2. (2) 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) Members entitled to vote and present (including attendance by electronic means) in person or by proxy or ~~(in the case of a Member being a corporation) by its duly~~ , for quorum purposes only, two persons appointed by the clearing house (in the case of a Member being a corporation) by its duly authorised representative or proxy shall form a quorum for all purposes.

3. 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 Members, 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) ~~as~~ and in such form and manner referred to in Article 57 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.

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. 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 ~~everya~~ general meeting. If at any meeting no ~~the~~ chairman ~~,~~ is ~~not~~ present within fifteen (15) minutes after the time appointed for holding the meeting, or is ~~not w~~ illing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, 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 Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

2. 63A.The chairman of a general meeting (be it a physical meeting, a hybrid meeting or an electronic meeting) may attend, preside as chairman at, and conduct proceedings of, such meeting by means of electronic facilities.

3. ~~The~~ Subject to Article 64C, 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’ ~~nN~~ otice of the adjourned meeting shall be given specifying the ~~time and place of the adjourned meetingd~~ etails set out in Article 59(2) but it shall not be necessary to specify in such ~~nN~~ otice 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 ~~n~~ Notice of an adjournment.

4. 64A.(1) 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 Member or any proxy attending and participating in such way or any Member 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.

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (2) All general meetings are subject to the following and, where appropriate, all references to a ‘‘Member’’ or ‘‘Members’’ in this sub-paragraph (2) shall include a proxy or proxies respectively:

• (a) where a Member 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;

• (b) Members present in person or by proxy at a Meeting Location and/or Members 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 valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members 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;

• (c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating 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 Members 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 by any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting.

• (d) 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.

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• 64B. 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 Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member 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.

64C. 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 64A(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

• (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.

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• 64D.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). Members 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.

• 64E. 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 Members. 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 Members of details of such change in such manner as the Board may determine;

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APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 64, 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 Members 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

• (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 Members.

• 64F. 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 64C, 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.

• 64G.Without prejudice to other provisions in Article 64A to 64F, a physical meeting may also 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 in person at such meeting.

• 64H.Without prejudice to Articles 64A to 64G, and subject to the Statutes and the Listing Rules and any other applicable laws, the Board may resolve to enable persons entitled to attend an electronic meeting to do so by simultaneous attendance by means of electronic facilities with no Member necessarily in physical attendance and without any particular Meeting Location being designated. Each Member or (in the case of a Member being a corporation) its duly authorised representative or its proxy shall be counted in the quorum for, and entitled to vote at, the electronic meeting in question, and that general meeting shall be duly constituted and its proceedings valid if the Chairman of the electronic meeting is satisfied that adequate facilities are available throughout the electronic meeting to ensure that Members attending the electronic meeting who are not present together at the same place may, by means of electronic facilities, attend and speak or communicate and vote at it.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

VOTING

1. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. 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 Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member 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 Members; 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 Members a reasonable opportunity to express their views.

2. (2) ~~Where~~ In the case of 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:

3. Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has 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 for or against the 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 R ~~r~~ ules ~~of the Designated Stock Exchange~~ .

4. 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. ~~On a poll votes may be given either personally or by proxy.~~

5. On a poll, votes may be given either personally or by proxy. 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.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. 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 ~~Law.~~ In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

2. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, or postponed meeting as the case may be.

3. (2) Any person entitled under Article 53 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 forty-eight (48) hours at least 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 entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

4. (2) All Members (including a Member which is a clearing house (or its nominee(s))) shall have the right to (a) speak at a general meeting and (b) vote at a general meeting except where a Member is required by the Listing Rules to abstain from voting to approve the matter under consideration. Where the Company has knowledge that any Member is, under the Listing ~~rR~~ ules ~~of the Designated Stock Exchange~~ , required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

App. 3 14(3) 14(4)

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. If:

2. (a) any objection shall be raised to the qualification of any voter; or

3. (b) any votes have been counted which ought not to have been counted or which might have been rejected; or

4. (c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

1. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy or representative (if such Member is a corporation) to attend and vote instead of him. A Member which is a corporation may execute a form of proxy under the hand of a duly authorised officer. A Member who is the holder of two or more shares may appoint more than one proxy or representative to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy or representative need not be a Member. In addition, a proxy ~~or~~ /proxies or representative/ representatives representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise as if it were an individual shareholder present in person at any general meeting.

2. ~~App. 13B 2(2)~~ App. 3 18 App.3 19

3. The instrument appointing a proxy shall be in writing and if the Board in its absolute discretion determines, may be contained in an electronic communication, and: (i) if in writing but not contained in an electronic communication, under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. 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; ~~.~~ or (ii) in the case of an appointment contained in an electronic communication, submitted by or on behalf of the appointer, subject to such terms and conditions and authenticated in such manner as the Board may in its absolute discretion determine.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. (1) 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.

2. (2) 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 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 Member from attending and voting at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments (showing changes to the existing Memorandum of Association)

~~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 Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned 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 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 Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.~~

1. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the ~~noticeN~~ otice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, 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. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. Subject to aforesaid, if the proxy appointment and any of the information required under these Articles is not received in the manner set out in these Articles, the appointee shall not be entitled to vote in respect of the shares in question.

2. ~~App. 3 11(1)~~

3. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the ~~n~~ Notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting or postponed meeting, at which the instrument of proxy is used.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

CORPORATIONS ACTING BY REPRESENTATIVES

1. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting as if a person so authorised is present thereat.

2. App.3 18 ~~App. 13B 2(2)~~

3. (2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint proxies or authorise such persons as it thinks fit to act as its corporate representatives, who enjoy rights equivalent to the rights of other Members, at any meeting of the Company (including but not limited to general meetings and creditors meetings) or at any meeting of any class of Members 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. Each person so authorised under 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)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including ~~, where a show of hands is allowed,~~ the right to speak and vote individually on a show of hands or on a poll.

4. ~~App. 13B 6~~ App.3 19 App.3 14(3)

BOARD OF DIRECTORS

1. (2) Subject to the Articles and the Act ~~Law~~ , the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

2. (3) The Directors shall have the power from time to time and at any time to appoint any App. 3 4(2)

3. person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed ~~shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board~~ shall hold office only until the ~~next followingf~~ irst annual general meeting of the Company after his appointment, and shall then be eligible for re-election.

4. (4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive ~~nN~~ otice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (5) The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director (including a managing or other executive director) at any time before the expiration of his ~~periodt~~ erm of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

• App. 3 4(3) ~~App. 13B 5(1)~~

• (6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed.

RETIREMENT OF DIRECTORS

1. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

2. ~~App. 3 4(4) 4(5)~~ Ch. 13.70

ALTERNATE DIRECTORS

1. An alternate Director shall only be a Director for the purposes of the Act ~~Law~~ and shall only be subject to the provisions of the Act ~~Law~~ insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. 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 by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

DIRECTORS’ INTERESTS

1. Subject to the Act ~~Law~~ and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.

2. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

3. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

4. ~~App. 13B 5(3)~~

Ch. 13.44

     - ~~App. 3 4(1)~~

• (i) ~~any contract or arrangement for~~ the giving of any security or indemnity either:

  • (a) to ~~sucht~~ he Director or his close associate(s) ~~any security or indemnity i~~ n respect of money lent ~~by him or any of his close associate(s) o~~ r obligations incurred or undertaken by him or any of ~~his close associate(s)t~~ hem at the request of or for the benefit of the Company or any of its subsidiaries; or

• ~~(ii)~~ (b) ~~any contract or arrangement for the giving of any security or indemnity~~ to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

• ~~(iii)~~ (ii) any ~~contract or arrangement~~ proposal concerning an offer of 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;

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

• (a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or

• (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;

• (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 or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company ~~; or.~~

• ~~(v) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his close associate(s) and to employees of the Company or of any of its subsidiaries and does not provide~~

~~in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.~~

GENERAL POWERS OF THE DIRECTORS

1. (3) (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 ~~Law.~~

2. (4) 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 ~~(Chapter 622 of the Laws of Hong Kong) i~~ f the Company were a company incorporated in Hong Kong.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

BORROWING POWERS

1. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the ~~Law~~ Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

2. (2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Act ~~Law~~ , of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act ~~Law~~ in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

1. The Board may meet for the despatch of business, adjourn or postpone and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

2. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or ~~via~~ by electronic ~~mail~~ means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or by telephone or in such other manner as the Board may from time to time determine ~~whenever he shall be required so to do by any Director.~~

3. (2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic facilities or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

4. (3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution 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; and a certificate in writing signed by a Director or the Secretary on such notification of consent shall be conclusive evidence thereof. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

OFFICERS

1. (1) The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the ~~LawA~~ ct and these Articles.

2. (2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the ~~LawA~~ ct or these Articles or as may be prescribed by the Board.

3. A provision of the ~~Law~~ Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

1. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Act ~~Law~~ or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act ~~Law~~ .

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

DIVIDENDS AND OTHER PAYMENTS

1. Subject to the Act ~~Law,~~ the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.

2. 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. With the sanction of an ordinary resolution 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 ~~Law.~~

RESERVES

1. (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act ~~Law~~ . The Company shall at all times comply with the provisions of the Act ~~Law~~ in relation to the share premium account.

SUBSCRIPTION RIGHTS RESERVE

1. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act ~~Law:~~

ACCOUNTING RECORDS

1. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the ~~Law~~ Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

2. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Listing ~~rR~~ ules ~~of the Designated Stock Exchange,~~ and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing ~~rR~~ ules ~~of the Designated Stock Exchange~~ , the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s website ~~computer network~~ or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

1. (1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall by ordinary resolution appoint an auditor to audit the App.317 accounts of the Company and such auditor shall hold office until the next annual ~~App. 13B~~ general meeting. Such auditor may be a Member but no Director or officer or ~~4(2)~~ employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

2. (2) The Members may, at any general meeting convened and held in accordance with App.3 17

3. these Articles, by ~~special~~ ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

4. Subject to the Act ~~Law~~ the accounts of the Company shall be audited at least once in every year.

5. ~~App. 13B 4(2)~~

6. The remuneration of the Auditor shall be fixed by Members of the Company in general App.3 17

meeting by passing ordinary resolution or by other body that is independent of the Board ~~such manner as the Members may determine~~ .

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. ~~If the office of auditor becomes vacant by the resignation or death of theS~~ ubject to compliance with the Listing Rules, t ~~Th~~ e Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor, or ~~by his becoming incapable of acting by reason of illness or other disability at a time when his services are required,A~~ uditors, if any, may act. Subject to compliance with the Listing Rules, t ~~Th~~ e remuneration of any Auditor appointed by the Directors ~~shall fill the vacancy and fix the remuneration of the Auditor so appointed~~ under this Article may be fixed by the Board. Subject to Articles 152(2), an Auditor appointed under this Article shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Members under Article 152(1) at such remuneration to be determined by the Members under Article 154.

NOTICES

1. (1) Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the ~~Designated Stock Exchange~~ Listing Rules), whether or not, to be given or issued under these Articles from the Company ~~to a Member~~ 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 ~~servedg~~ iven or ~~deliveredi~~ ssued by the ~~Company on or to any Member eitherf~~ ollowing means:

2. (a) by serving it personally ~~oro~~ n the relevant person;

3. (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose; ~~or, as the case may be, by transmitting~~

4. (c) by delivering or leaving it to ~~any~~ at such address ~~or transmitting it to any telex or facsimile transmission number or electronic number or address or website suppliedby him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served bya~~ s aforesaid;

5. (d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange;

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

• (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(5), 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;

  • ~~App. 3 7(1) 7(2) 7(3)~~

• (f) ~~or, to the extent permitted by the applicable laws, by placingb~~ y publishing it on the Company’s website or to which the ~~website of the Designated Stock Exchange,r~~ elevant 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 giving ~~to the member an~~ otification any such person ~~notice~~ stating that the notice, ~~or other d~~ ocument or publication is available ~~thereo~~ n the Company’s computer network website (a ‘‘notice of availability’’) ~~.;~~ or

• (g) 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.

• (2) The notice of availability may be given ~~to the Member b~~ y any of the means set out above other than by posting it on a website.

• (3) 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.

• (4) 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.

• (5) Every Member 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.

• (6) 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 Articles, 149, 150 and 158 may be given to a Member either in the English language only or in both the English language and the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. (b) if sent by electronic communication (other than by making it available on the Company’s website), shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. And in proving such transmission or sending of Notice or document thereof, a certificate in writing signed by the Secretary or other person appointed by the Board as to the act and time of such transmission or sending of Notice or document thereof, shall be conclusive evidence thereof ~~A Notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member~~ ;

2. (c) 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;

3. ~~(c)~~ (d) 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 or transmission; 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 or transmission shall be conclusive evidence thereof; and

4. ~~(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules andregulations.~~

5. (e) 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.

WINDING UP

1. (1) ~~The~~ Subject to Article 162(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

2. (2) A resolution that the Company be wound up by the court or be wound up voluntarily App.3 21

3. shall be ~~passed by~~ a special resolution.

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PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

APPENDIX III

Proposed amendments

(showing changes to the existing Memorandum of Association)

1. (2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the ~~Law~~ Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INFORMATION

1. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the M ~~m~~ embers ~~of the Company~~ to communicate to the public.

FINANCIAL YEAR

1. Unless otherwise determined by the Directors, the financial year end of the Company shall be the 31st of December in each year.

– 53 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [130 x 51] intentionally omitted <==

BAGUIO GREEN GROUP LIMITED 碧瑤綠色集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01397)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Baguio Green Group Limited (the ‘‘Company’’) will be held at Hong Kong Management Association, Room 6, 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Tuesday, 31 May 2022 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and approve the audited consolidated financial statements, the directors’ report and the auditors’ report for the year ended 31 December 2021.

2. To declare a final dividend of HK0.9 cents per ordinary share of the Company for the year ended 31 December 2021.

3. (A) To re-elect Ms. Leung Shuk Ping as an executive director of the Company;

4. (B) To re-elect Ms. Cheung Siu Chun as an executive director of the Company;

5. (C) To re-elect Mr. Sin Ho Chiu as an independent executive director of the Company; and

6. (D) To authorise the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company to fix the remuneration of the Directors.

7. To re-appoint KPMG as the auditors of the Company and to authorise the Board to fix their remuneration.

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

(A) ‘‘THAT:

• (a) subject to sub-paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options, including warrants, bonds, notes and debentures convertible into shares of the Company which would or might require the exercise of such power, subject to and in

– 54 –

NOTICE OF ANNUAL GENERAL MEETING

accordance with all applicable laws and the articles of association of the Company (the ‘‘Articles of Association’’), be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) above shall be in addition to any authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital of the Company 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 sub-paragraphs (a) and (b) above, otherwise than (i) pursuant to a Rights Issue (as hereinafter defined); or (ii) any issue of shares of the Company on the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company; or (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on share in accordance with the Articles of Association, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest 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 Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the Directors to the holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors

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NOTICE OF ANNUAL GENERAL MEETING

may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).’’

(B) ‘‘THAT:

• (a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange 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 any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its securities at a price determined by the Directors;

• (c) the aggregate nominal amount of the shares of the Company to be bought back by the Company pursuant to the approval in sub-paragraphs (a) and (b) above shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest 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 Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

• (C) ‘‘THAT, conditional upon resolutions numbered 5(A) and 5(B) as set out in the notice convening this meeting being passed, the aggregate nominal amount of the issued shares in the capital of the Company which are bought back by the Company under the authority granted to the Directors pursuant to and in accordance with the said resolution numbered 5(B) above shall be added to the aggregate nominal amount of the share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to and in accordance with the resolution numbered 5(A) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.’’

SPECIAL RESOLUTION

1. To consider and, if thought fit, to pass with or without amendments, the following resolution as a special resolution of the Company:

‘‘THAT the second amended and restated memorandum and articles of association of the Company (the ‘‘New Memorandum and Articles of Association’’) (a copy of which has been produced to this meeting and marked ‘‘A’’ and initialed by the chairman of this meeting for the purpose of identification) be and are hereby approved and adopted as the New Memorandum and Articles of Association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of this meeting and that any one Director or company secretary of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Memorandum and Articles of Association of the Company.’’

By order of the Board of Baguio Green Group Limited Ng Wing Hong Chairman

Hong Kong, 28 April 2022

Notes:

• (1) A shareholder entitled to attend and vote at the meeting may appoint another person as his or her proxy to attend and to vote instead of him or her. A proxy need not be a shareholder of the Company.

• (2) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he or she was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person should they wish to do so.

• (4) Arrangements for coronavirus disease:

Taking into account of the recent development of the epidemic caused by the coronavirus disease (‘‘COVID-19’’), the Company will implement the following prevention and control measures at the AGM against the epidemic to protect the shareholders from the risk of infection:

• (A) Compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius, exhibiting flu-like systems or is otherwise unwell will not be admitted to the venue.

• (B) Every shareholder or proxy is required to wear surgical face mask throughout the meeting, and to maintain a safe distance between seats.

• (C) No refreshment will be served.

• (D) No souvenir or coupon will be distributed.

Attendees who do not comply with the precautionary measures (A) to (D) above may be denied entry to the AGM, at the absolute discretion of the Company as permitted by law. As a precautionary safety measure, seating at the AGM will be arranged so as to reduce interaction between participants.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the websites of the Company (www.baguio.com.hk) and the Stock Exchange (www.hkexnews.hk) for future announcements and updates on the AGM arrangements.

Should the COVID-19 pandemic situation continue to affect Hong Kong at or around the time of the AGM, Shareholders should regularly assess for themselves potential risks associated with, and whether they should attend, the physical AGM.

While the Company proposes and endeavours to implement a number of measures to safeguard the health and safety of the attendees, no obligation or liability whatsoever will be assumed by the Company in connection with the successful implementation or otherwise of any or all of those measures.

Furthermore, the Company wishes to advise the shareholders, particularly shareholders who are subject to quarantine in relation to the COVID-19, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolutions, instead of attending the AGM in person.

• (5) If a Black Rainstorm Warning Signal or a tropical cyclone warning signal number 8 is hoisted or remains hoisted at 8:30 a.m. on the date of the meeting, the meeting will be adjourned until further notice. Further announcement notifying shareholders of the details (including the date, time and venue) of the adjourned meeting will be posted on the websites of the Company (www.baguio.com.hk) and the Stock Exchange (www.hkexnews.hk). The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

• (6) The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the Board comprises Mr. Ng Wing Hong, Ms. Ng Yuk Kwan Phyllis, Mr. Ng Wing Chuen, Ms. Leung Shuk Ping and Ms. Cheung Siu Chun as executive Directors and Mr. Sin Ho Chiu, Dr. Law Ka Hung and Mr. Lau Chi Yin Thomas as independent non-executive Directors.

Head Office and Principal Place of Business: Unit A, 4/F. Dragon Industrial Building No. 93 King Lam Street Lai Chi Kok Kowloon, Hong Kong

Registered Office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

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