Basic House New Life Group Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in AL Group Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other 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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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at Suite 807, 8/F, Harcourt House, 39 Gloucester Road, Wan Chai, Hong Kong on Friday, 30 June 2023 at 12:00 noon is set out on pages 36 to 38 of this circular. A form of proxy for use at the EGM is enclosed.

Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if they so wish.

This circular will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting. This circular will also be posted on the Company’s website at www.AL-Grp.com.

Hong Kong, 8 June 2023

CHARACTERISTICS OF THE GEM

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Amendments and Adoption of the Amended and Restated M&A. . . . . . . . . . .	4
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – DETAILS OF PROPOSED AMENDMENTS
TO THE EXISTING M&A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	36

ii -

DEFINITIONS

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

“Amended and Restated M&A”

the second amended and restated memorandum of association and second amended and restated articles of association of the Company which contain the Proposed Amendments to be adopted by the Company at the EGM

“Articles of Association”

the amended and restated articles of association of the Company currently in force

“Board”

the board of Directors

“Company”

AL Group Limited, a company incorporated in the Cayman Islands with limited liability with its shares listed on GEM

“Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be held at Suite 807, 8/F, Harcourt House, 39 Gloucester Road, Wan Chai, Hong Kong on Friday, 30 June 2023 at 12:00 noon, a notice of which is set out on pages 36 to 38 of this circular

“Existing M&A” the existing Memorandum and Articles of Association
“GEM” GEM operated by the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited
“Group” the Company and its subsidiaries from time to time
“Latest Practicable Date” 6 June 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular prior to its publication
“Memorandum” the amended and restated memorandum of association of the Company currently in force
“Proposed Amendments” the proposed amendments to the Existing M&A, details of which are set out in Appendix I to this circular
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DEFINITIONS

“Share(s)” ordinary share(s) with a nominal value of HK$0.1 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

LETTER FROM THE BOARD

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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

Executive Directors: Mr. Chan Hung Kai (Chairman) Mr. Wong Kin Yeung (Chief Executive Officer)

Mr. Kwan Tek Sian

Independent Non-executive Directors:

Mr. Tse Chi Shing Mr. Tse Wai Hei Mr. Tam Chak Chi

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

Principal place of business in Hong Kong: Suite 807, 8/F, Harcourt House 39 Gloucester Road Wan Chai Hong Kong

8 June 2023

To the Shareholders

Dear Sirs or Madam,

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A AND NOTICE OF EXTRAORDINARY GENERAL MEETING

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the EGM for the Proposed Amendments and the proposed adoption of the Amended and Restated M&A.

Proposed Amendments and Adoption of the Amended and Restated M&A

The Board proposes to seek approval from the Shareholders at the EGM to (i) amend the Existing M&A in order to bring the Existing M&A in line with the latest legal and regulatory requirements, including the applicable laws of the Cayman Islands and the amendments made to Appendix 3 to the GEM Listing Rules with effect from 1 January 2022 (in particular the core standards set out therein); and (ii) adopt the Amended and Restated M&A in substitution for, and to the exclusion of, the Existing M&A. The Board also proposes certain minor house-keeping amendments to the Existing M&A for the purpose of clarifying existing practices and making consequential amendments in line with the Proposed Amendments.

A summary of the areas under the Existing M&A which will be subject to material change is set out below:

to update the definition of “Law” to bring it in line with the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Act ”);
to provide that the necessary quorum at an adjourned meeting for the variation, modification or abrogation of all or any of the special rights for the time being attached to the Shares or any class of Shares all or any of the special rights for the time being attached to the Shares or any class of Shares shall be two persons (or in the case of a Shareholder being a corporation, its duly authorised representative) holding or representing by proxy not less than one third in nominal value of the issued shares of that class;
to clarify that 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 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. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Shareholders by ordinary resolution;
to provide that the Company must hold an annual general meeting in each financial year and such annual general meeting must be held within six months after the end of the Company’s financial year;
4 -

LETTER FROM THE BOARD

to clarify that the right to requisition an extraordinary general meeting by any Shareholder holding not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company includes the rights for such Shareholder to specify the resolution to be transacted in its requisition;
to provide that any general meeting or any class meeting may be held by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting shall constitute presence at such meeting;
to provide that an annual general meeting of the Company must be called by notice of not less than twenty-one (21) clear days, while all other general meetings (including an extraordinary general meeting) must be called by notice of not less than fourteen (14) clear days but if permitted by the GEM Listing Rules, a general meeting may be called by shorter notice, subject to the Act and the rules of designated stock exchanges (including the Stock Exchange), if it is so agreed under the circumstances set out in the Amended and Restated M&A;
to provide that all Shareholders shall have the right to (i) speak at a general meeting of the Company; and (ii) vote at a general meeting of the Company, except where a Shareholder is required, by the GEM Listing Rules, to abstain from voting to approve the matter under consideration;
to provide that any Director appointed by the Board to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office until the first annual general meeting of the Company after his appointment and shall then be eligible for reelection;
to provide that the Shareholders may by way of an ordinary resolution remove the auditor of the Company at any time before the expiration of his term of office;
to update the provision regarding the appointment of the auditor of the Company by the Directors to fill any casual vacancy in the office of the auditor of the Company that any such auditor appointed shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Shareholders;
to provide that the financial year of the Company shall end on the 31st day of December in each year, unless otherwise determined by the Directors; and
to update and tidy up definitions and other references, and to make consequential amendments in line with the above amendments and other house-keeping amendments.
5 -

LETTER FROM THE BOARD

Details of the Amended and Restated M&A (with details of the Proposed Amendments, marked-up against the Existing M&A) are set out in Appendix I to this circular. The Proposed Amendments and the proposed adoption of the Amended and Restated M&A are subject to the approval of the Shareholders by way of special resolution at the EGM. Prior to the passing of the special resolution at the EGM, the Existing M&A shall remain valid.

The legal advisers to the Company as to the laws of Hong Kong and Cayman Islands have respectively confirmed that the Proposed Amendments conform with the applicable requirements under the GEM Listing Rules and do not violate applicable laws of the Cayman Islands, respectively. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.

The Proposed Amendments are prepared in the English language. The Chinese translation is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

EGM

The notice convening the EGM is set out on pages 36 to 38 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy to the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by way of poll. Therefore, all proposed resolutions put to vote at the EGM shall be taken by way of poll. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder is required under the GEM Listing Rules to abstain from voting on the resolutions at the EGM.

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 GEM Listing Rules for the purpose of giving information with regard to the Company. 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 Proposed Amendments and the proposed adoption of the Amended and Restated M&A are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such relevant resolutions to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board of

AL Group Limited Chan Hung Kai Chairman and Executive Director

DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

Full particulars of the Proposed Amendments to the Existing M&A brought about by the adoption of the Amended and Restated M&A (showing changes to the Existing M&A) are set out as follows.

Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Amended and Restated M&A proposed to be adopted by the Company subject to the approval of the Shareholders at the EGM.

Memorandum Provisions in the Amended and Restated M&A proposed to be adopted by Number the Company (showing changes to the ~~existing~~ Memorandum)
2 The Registered Office of the Company shall be at the offices of ~~CodanC~~ onyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
4 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 ~~LawA~~ ct (As Revised).

8 The share capital of the Company is HK$100,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$ 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 ~~LawA~~ ct (As 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.

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

DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

Article Number Provisions in the Amended and Restated M&A proposed to be adopted by the Company (showing changes to the Articles of Association)

1 Table “A” of the Companies ~~LawA~~ ct ( ~~Reviseda~~ s defined in Article 2) shall not apply to the Company.
2 (1) In these Articles, unless the context otherwise requires, the words standing in the 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 of the Cayman - Islands and any amendments thereto or re enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.

~~“business day”~~

~~shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.~~

“close associate”

in relation to any Director, shall have the same meaning as defined in the ~~rules of the Designated Stock Exchange (“~~ 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.

DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

“ ~~Law”L~~ isting Rules”
~~The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islandst~~ he rules and regulations of the Designated Stock Exchange.
“Statutes”
the ~~LawA~~ 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.
~~“Subsidiary and Holding has the meanings attributed to them in the rules of Company” the Designated Stock Exchange.~~
“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 ~~rules of the Designated Stock ExchangeL~~ isting Rules from time to time) of the voting power at any general meeting of the Company.
(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

…

(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 any other method and references to a ~~noticeN~~ otice or document include a ~~noticeN~~ 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) reference to a meeting shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64;
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

  - (j) 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

  - (k) Section 8 and Section 19 of the Electronic Transactions ~~Law (2003)~~ Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

3 (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of $0.01 each.
(2) Subject to the ~~Law~~ Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules, and/or the rules and regulations 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 ~~LawA~~ ct. 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 ~~LawA~~ ct.
(3) Subject to compliance with the Listing Rules and the rules and regulations of ~~the Designated Stock Exchange and a~~ ny other ~~relevantc~~ ompetent 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.
(4) The Board may accept the surrender for no consideration of any fully paid share.
(5) No share shall be issued to bearer.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

4 The Company may from time to time by ordinary resolution in accordance with the ~~LawA~~ ct alter the conditions of its Memorandum of Association to:

(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 ~~LawA~~ ct), 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;

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

8 ~~(1)~~ Subject to the provisions of the ~~LawA~~ ct and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present 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.
9 ~~(2)~~ Subject to the provisions of the ~~LawA~~ ct, ~~the rules of any Designated Stock ExchangeL~~ isting Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

~~9 Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price 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.~~

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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

Subject to the ~~LawA~~ ct and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis , apply, but so that:

(a) the necessary quorum ( ~~other thani~~ ncluding at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly ~~authorizeda~~ uthorised representative) holding or representing by proxy not less than 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
(b) every holder of shares of the class shall be entitled ~~on a poll~~ to one vote for every such share held by him.

(1) Subject to the ~~LawA~~ ct, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the ~~rules of any Designated Stock Exchange~~ Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares 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 to their nominal value. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to 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 members for any purpose whatsoever.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the ~~LawA~~ ct. Subject to the ~~LawA~~ ct, 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.

15 Subject to the ~~Law~~ Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

16 Every share certificate shall be issued under the Seal or a facsimile thereof or with the 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.

Share certificates shall be issued within the relevant time limit as prescribed by the ~~LawA~~ ct 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.

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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

The Register and branch register of Members maintained in Hong Kong, as the case may be, shall be open 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 $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 ~~LawA~~ ct or, if appropriate, upon a maximum payment of $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 a~~ ny ~~other n~~ ewspapers 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 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. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

Subject to the ~~rules of any Designated Stock Exchange~~ Listing Rules, notwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:

(a) determining the Members entitled to receive any dividend, distribution, allotment or issue ~~and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made;~~
(b) determining the Members entitled to receive ~~noticeN~~ otice of and to vote at any general meeting of the Company.

(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.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

(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 Listing Rules that are or shall be applicable to such listed shares.
48 (4) Unless the Board otherwise agrees (which agreement may be on such terms and 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 ~~LawA~~ ct.

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

(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the ~~Law~~ Act 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

51 The registration of transfers of shares or of any class of shares may, after notice has been given by 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 for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

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55 (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:

…

(c) the Company, if so required by the ~~rules governing the listing of shares on the Designated Stock ExchangeL~~ isting Rules, has given notice to, and caused advertisement in newspapers 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.

56 An annual general meeting of the Company shall be held ~~inf~~ or each ~~year other than the~~ financial 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 precedinga~~ nd such annual general meeting ~~or not more than eighteenm~~ ust be held within six ( ~~186~~ ) months after the ~~datee~~ nd of ~~adoption of these Articles,~~ the Company’s financial year (unless a longer period would not infringe the ~~rules of the Designated Stock ExchangeL~~ isting Rules, if any) at such time and place as may be determined by the Board.

~~The Board may whenever it thinks fit call extraordinary general meetings.~~
~~Any one or more Members holding at the date of deposit of the requisition not~~
~~less than one-tenth of the paid up capital of the Company carrying the right of~~
~~voting at general meetings of the Company shall at all times have the right, by~~
~~written requisition to the Board or the Secretary of the Company, to require an~~
~~extraordinary general meeting to~~
Notwithstanding any provisions in these Articles,
any general meeting or any class meeting may
be~~called~~
held
by~~the Board for~~
~~the transaction of any business specified in~~
~~m~~eans of
such~~requisition;~~
~~t~~elephone,
electronic or other communication facilities as to permit all persons participating
in the meeting to communicate with each other,
andparticipation in
sucha
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~~
constitute presence at such meeting. Unless otherwise determined by the
Directors, the
manner~~,~~
of convening
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~~
~~t~~he proceedings at a general meeting set out in
these Articles shall,mutatis mutandis, apply to a general meeting held wholly by
or in-combination with electronic means
.

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58 The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to 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 or resolution 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 manner, 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.
59 (1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days ~~and not less than twenty (20) clear business days~~ . All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days ~~and not less than ten (10) clear business days b~~ ut if permitted by the ~~rules of the Designated Stock ExchangeL~~ isting Rules, a general meeting may be called by shorter notice, ~~subject to the Law, i~~ f it is so agreed:
61 (1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of:
…
(d) appointment of Auditors (where special notice of the intention for such appointment is not required by the ~~LawA~~ ct) and other officers; and
(e) the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors ~~;~~
~~(f) the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than twenty per cent. (20%) in nominal value of its existing issued share capital; and~~
~~(g) the granting of any mandate or authority to the Directors to repurchase securities of the Company~~ .
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(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 in person ~~or by proxy or~~ (in the case of a Member being a corporation) by its duly authorised representative or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes.

63 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 ~~the~~ no chairman, is ~~not~~ present within fifteen (15) minutes after the time appointed for holding the meeting, or is ~~not~~ willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the 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.

~~TheP~~ rior to the holding of a general meeting, the Board may postpone, and at a general meeting, the chairman may ~~, with~~ (without the consent of ~~any meeting at which a quorum is present (and shall if so directed by~~ the meeting) or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place ~~as the meeting shall determine,~~ but no business shall be transacted at any adjourned or postponed meeting other than the business which might lawfully have been transacted at the meeting had the adjournment or the postponement not taken place. Notice of a postponement must be given to all Members by any means as the Board may determine. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

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66	~~(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 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.~~ ~~(~~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 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 authorised 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/

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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. 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.

67 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 ~~rules of the Designated Stock ExchangeL~~ isting Rules.

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 ~~LawA~~ ct. 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) All Members 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.
(3) Where the Company has knowledge that any Member is, under the ~~rules of the Designated Stock ExchangeL~~ isting Rules, 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.

The instrument appointing a proxy shall be in such form as the Board may determine and in the absence of such determination, shall be in writing ~~under the hand of~~ signed by 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~~ signed by 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.

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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.

81 (2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company 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, the right to speak and vote, and where a show of hands is allowed, the right to vote individually on a show of hands.
83 (2) Subject to the Articles and the ~~LawA~~ ct, 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.
(3) The Directors shall have the power from time to time and at any time to appoint any 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 ~~by the Board to fill a casual vacancy 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 s~~ hall hold office only until the ~~next following~~ first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
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(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 notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.
(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 ~~period~~ term 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).
(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.

84	~~(1)~~	~~Notwithstanding any other provisions in the Articles, at each annual general~~ ~~meeting one third of the Directors for the time being (or, if their number~~ ~~is not a multiple of three (3), the number nearest to but not less than one~~ ~~third) shall retire from office by rotation provided that every Director shall~~ ~~be subject to retirement at an annual general meeting at least once every~~ ~~three years.~~ ~~(~~1) Notwithstanding any other provisions in the Articles, at each annual general meeting one third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

90 An alternate Director shall only be a Director for the purposes of the ~~LawA~~ ct and shall only be subject to the provisions of the ~~LawA~~ ct 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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100

Subject to the ~~LawA~~ ct 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.

(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:
(i) ~~any contract or arrangement for t~~ he giving of any security or –
indemnity either:
- (a) to ~~such~~ the Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his close associate(s)~~ or 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
- (b) ~~(ii) any contract or arrangement for the giving of any security or indemnity t~~ o 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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~~(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~~
( ~~vi~~ ii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
(a) the adoption, modification or operation of ~~aa~~ ny 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 ~~or other arrangement~~ which relates ~~both~~ to ~~Directors or~~ the Director, his close associate(s) and ~~to employees~~ employee(s) of the Company or ~~of a~~ ny 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 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.

101

…

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

…

(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 ~~LawA~~ ct.
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107 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 ~~LawA~~ ct, 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.

110

…

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the ~~LawA~~ ct, 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 ~~LawA~~ ct in regard to the registration of charges and debentures therein specified and otherwise.

112 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 electronic mail 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.~~

113

…

(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic 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.

115 The Board may elect ~~a~~ one or more chairman and one or more deputy chairman of its meetings and determine the period for which they are respectively to hold such office. If no chairman or deputy chairman is elected, or if at any meeting ~~neither the~~ no chairman ~~nor anyo~~ r deputy chairman is present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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124 (1) The officers of the Company shall consist of ~~a~~ at least one 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) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one (1) Director is proposed for this office, the ~~election to such office shall take placeD~~ irectors may elect more than one chairman in such manner as the Directors may determine.

125 …

(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.

127 A provision of the ~~LawA~~ ct 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.

128 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 ~~LawA~~ ct 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 ~~LawA~~ ct.

133 Subject to the ~~LawA~~ ct, 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.

134 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 ~~LawA~~ ct.

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143 (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 ~~LawA~~ ct. The Company shall at all times comply with the provisions of the ~~LawA~~ ct in relation to the share premium account.
144 (1) The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.
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(2) Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company) upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting.

146 The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the ~~LawA~~ ct:

147 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 ~~LawA~~ ct or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

150 Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock ExchangeL~~ isting Rules, 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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151 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 ~~rules of the Designated Stock Exchange~~ Listing Rules, 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 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.

152 (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 accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.
(2) The Members may, at any general meeting convened and held in accordance with these Articles, by 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. ~~(2) The Members may, at any general meeting convened and held in accordance with these Articles, by special 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.~~

153

Subject to the ~~LawA~~ ct the accounts of the Company shall be audited at least once in every year.

154

The remuneration of the Auditor shall be fixed by an ordinary resolution passed at a general meeting or in such manner as the Members may by ordinary resolution determine.

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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

15 ~~4~~ 5 The ~~remuneration ofD~~ irectors may fill any casual vacancy in the office of Auditor ~~shall be fixed by the Company in general meeting or in such manner as the Members may determine.~~ but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Board. Subject to Article 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.

~~155 If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed.~~

158 Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the ~~rules of the Designated Stock ExchangeL~~ isting 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 communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or 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 it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by 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 by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. 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.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

159

Any Notice or other document:

…

(d) may be given to a Member either in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such Member, subject to due compliance with all applicable Statutes, rules and regulations.

160

…

(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the ~~Notice~~ notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every ~~noticeN~~ otice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

161 For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received. The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.

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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

162 (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) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.~~ (2) Unless otherwise provided by the Act, a resolution that the Company be wound up by the court or to be wound up voluntarily shall be a special resolution.

163

…

(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 ~~LawA~~ ct, 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.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

~~(3) In the event of winding-up of the Company in Hong Kong, every Member who is not for the time being in Hong Kong shall be bound, within fourteen (14) days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgements in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee, whether appointed by the Member or the liquidator, shall be deemed to be good personal service on such Member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such Member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such Member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.~~

164

(1) The Directors, Secretary and other officers and every Auditor ~~for the time being~~ of the Company at any time, whether at present or in the past, and the liquidator or trustees (if any) ~~for the time being a~~ cting or who have acted in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.
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DETAILS OF PROPOSED AMENDMENTS TO THE EXISTING M&A

APPENDIX I

165

FINANCIAL YEAR

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

16 ~~5~~ 6

No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

16 ~~6~~ 7 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 members of the Company to communicate to the public.

35 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of AL Group Limited (the “Company”) will be held at Suite 807, 8/F, Harcourt House, 39 Gloucester Road, Wan Chai, Hong Kong on 30 June 2023 at 12:00 noon for the following purposes:

SPECIAL RESOLUTION

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

“ THAT :

(a) the proposed amendments to the amended and restated memorandum of association and amended and restated articles of association of the Company (the “ Existing M&A ”) as set out in the circular of the Company dated 8 June 2023 (the “ Proposed Amendments ”) be and are hereby approved with immediate effect after the close of the meeting;
(b) the second amended and restated memorandum of association and second amended and restated articles of association of the Company (incorporating the Proposed Amendments), a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification (the “ Amended and Restated M&A ”) be and are hereby approved and adopted in substitution for and to the exclusion of the Existing M&A with immediate effect after close of the meeting;
(c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute and deliver all relevant documents for and on behalf of the Company as he/she/they consider(s) necessary, desirable, appropriate or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Amendments and the Company’s adoption of the Amended and Restated M&A; and
36 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

(d) the Company’s registered office provider be, and is hereby, authorised and instructed to file the Amended and Restated M&A and the resolutions set out above with the Registrar of Companies in the Cayman Islands.’’

By Order of the Board AL Group Limited Chan Hung Kai Chairman and Executive Director

Hong Kong, 8 June 2023

Notes:

(a) Any member entitled to attend and vote at the meeting convened is entitled to appoint another person(s) as his proxy to attend and vote on his behalf. A member who is the holder of two or more shares of the Company may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
(b) To be valid, a 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 shall be deposited at Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish, in such event, the form of proxy shall be deemed to be revoked.
(c) In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand first in the Register of Shareholders in respect of the joint holding.
(d) The above resolutions will be put to vote at the meeting by way of poll.
(e) The Register of Members of the Company will be closed from 27 June 2023 to 30 June 2023 (both days inclusive), during which period no transfers of shares will be registered. To determine the entitlement to attend and vote at the meeting, all transfer document, accompanied by the relevant share certificates, must be lodged with the Company’s Branch Share Registrars in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 26 June 2023.
(f) If tropical cyclone warning signal no. 8 or above is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force at 10:00 a.m. on Friday, 30 June 2023, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
37 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

(g) If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at [email protected]. If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar as follows:

Tricor Investor Services Limited 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Email: [email protected] HK Tel: (852) 2980 1333 Fax: (852) 2810 8185

38 -

AI assistant

Basic House New Life Group Limited Proxy Solicitation & Information Statement 2023

51406_rns_2023-06-08_181614cf-76dd-4485-a988-46954d11f637.pdf

AL Group Limited 利駿集團（香港）有限公司

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

AL Group Limited 利駿集團（香港）有限公司

(Stock Code: 8360)

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Proposed Amendments and Adoption of the Amended and Restated M&A

LETTER FROM THE BOARD

LETTER FROM THE BOARD

EGM

LETTER FROM THE BOARD

Responsibility Statement

Recommendation

AL Group Limited Chan Hung Kai Chairman and Executive Director

Article Number Provisions in the Amended and Restated M&A proposed to be adopted by the Company (showing changes to the Articles of Association)

WORD

MEANING

APPENDIX I

APPENDIX I

160

APPENDIX I

FINANCIAL YEAR

AL Group Limited 利駿集團（香港）有限公司

(Stock Code: 8360)

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

“ THAT :

NOTICE OF EXTRAORDINARY GENERAL MEETING

AI assistant

Basic House New Life Group Limited — Proxy Solicitation & Information Statement 2023

51406_rns_2023-06-08_181614cf-76dd-4485-a988-46954d11f637.pdf

AL Group Limited 利駿集團（香港）有限公司

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

AL Group Limited 利駿集團（香港）有限公司

(Stock Code: 8360)

PROPOSED ADOPTION OF THE AMENDED AND RESTATED M&A AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Proposed Amendments and Adoption of the Amended and Restated M&A

LETTER FROM THE BOARD

LETTER FROM THE BOARD

EGM

LETTER FROM THE BOARD

Responsibility Statement

Recommendation

AL Group Limited Chan Hung Kai Chairman and Executive Director

Article Number Provisions in the Amended and Restated M&A proposed to be adopted by the Company (showing changes to the Articles of Association)

WORD

MEANING

APPENDIX I

APPENDIX I

160

APPENDIX I

FINANCIAL YEAR

AL Group Limited 利駿集團（香港）有限公司

(Stock Code: 8360)

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

“ THAT :

NOTICE OF EXTRAORDINARY GENERAL MEETING

More from Basic House New Life Group Limited

Basic House New Life Group Limited Proxy Solicitation & Information Statement 2023