Bloks 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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Concord New Energy Group Limited 協合新能源集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

PROPOSED AMENDMENT TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

A notice of the Special General Meeting to be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 8 September 2023 at 10:00 a.m. is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use by the Shareholders at the Special General Meeting is enclosed. Whether or not you intend to attend the Special General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable but in any event not less than 48 hours (i.e. not later than 10:00 a.m. on Wednesday, 6 September 2023) before the time appointed for holding the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

15 August 2023

* For identification purposes only

CONTENTS

		Page
Defnitions.............................................................................................................................		1
Letter from the Board..........................................................................................................		2
Appendix I —	Amendments to the Existing Bye-Laws to comply with
	the Listing Rules...............................................................................	App-I-1
Appendix II —	Amendments to the Existing Bye-Laws to comply with
	the Listing Rules and other Comprehensive
	Housekeeping Amendments............................................................	App-II-1
Notice of Special	General Meeting......................................................................................	SGM-1

– i –

DEFINITIONS

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

“Amended and Restated Bye-laws” the New Basic Bye-laws and the New Full-blown Amended Bye-laws (as the case may be)

“Board”

the board of Directors

“Bye-laws” or “Existing Bye-laws” the bye-laws of the Company

“Company” Concord New Energy Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange

“Directors” the directors of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“New Basic Bye-laws”

the amended and restated Bye-laws of the Company which incorporate and consolidate the Proposed Basic Amendments and all previous amendments to the Bye-laws of the Company, as set out in Appendix I to this circular (with the Proposed Basic Amendments marked-up against the consolidated version of the Bye-laws posted on the website of the Stock Exchange), proposed to be approved and adopted by the Shareholders at the Special General Meeting

“New Full-blown Amended Bye-laws”

the amended and restated Bye-laws of the Company which incorporate and consolidate the Proposed Full-blown Amendments and all previous amendments to the Bye-laws of the Company, as set out in Appendix II to this circular (with the Proposed Full-blown Amendments marked-up against the consolidated version of the Bye-laws posted on the website of the Stock Exchange), proposed to be approved and adopted by the Shareholders at the Special General Meeting

– 1 –

DEFINITIONS

“Proposed Basic Amendments”
“Proposed Full-blown Amendments”
“Share(s)”

“Shareholder(s)” or “Member(s)”

“Special General Meeting” or “SGM”

“Stock Exchange”

the proposed amendments to the Existing Bye-laws for the purposes of complying with the Core Shareholder Protection Standards required by Appendix 3 to the Listing Rules and other minimal housekeeping amendments, the details of which are set out in Appendix I to this circular;

the Proposed Basic Amendments and the other comprehensive housekeeping amendments to the Existing Bye-laws, the details of which are set out in Appendix II to this circular;

the ordinary share(s) of HK$0.01 each in the share capital of the Company

the holder(s) of the Share(s)

the special general meeting of the Company to be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 8 September 2023 at 10:00 a.m., or any adjournment thereof (or as the case may be)

The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

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Concord New Energy Group Limited 協合新能源集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

Executive Directors: Mr. Liu Shunxing (Chairman) Ms. Liu Jianhong (Vice Chairperson) Mr. Gui Kai (Chief Executive Officer) Mr. Niu Wenhui Mr. Zhai Feng Ms. Shang Jia

Non-executive Director: Mr. Wang Feng

Independent non-executive Directors: Mr. Yap Fat Suan, Henry Dr. Jesse Zhixi Fang Ms. Huang Jian Mr. Zhang Zhong Ms. Li Yongli

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Suite 3901, 39th Floor Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong

15 August 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENT TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the special resolutions to be proposed at the Special General Meeting to enable you to make decision on whether to vote for or against the special resolutions.

* For identification purposes only

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LETTER FROM THE BOARD

SPECIAL RESOLUTION NO. 1: PROPOSED BASIC AMENDMENTS TO COMPLY WITH THE LISTING RULES AND OTHER MINIMAL HOUSEKEEPING AMENDMENTS

By way of a special resolution, the Directors propose to amend the Existing Bye-laws by way of approving the Proposed Basic Amendments, comprising amendments necessary for the purposes of complying with the Core Shareholder Protection Standards required by Appendix 3 to the Listing Rules and other minimal housekeeping amendments, and adopting the New Basic Bye-laws.

The major changes brought about by the adoption of the New Basic Bye-laws are summarized below:

to provide that the Company shall 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;
to provide that all Members 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 any Member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration;
to clarify 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 re-election;
to provide that the Members may, at any general meeting convened and held in accordance with these Bye-laws, by extraordinary resolution (by a majority of not less than two thirds of votes cast) remove the Auditors at any time before the expiration of their term of office;
to update the provision regarding the inspection of the principal register and branch register shall be opened to the members of the public at specific time;
to update the provision regarding the appointment of the Auditors to fill any casual vacancy therein that any such auditors 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 update the exceptions for the prohibition on a Director from voting (or being counted in the quorum) in relation to any Board resolution approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested; and
to make other amendments to update or clarify provisions where the Board consider desirable in accordance with or better align with the wording in the applicable laws of Bermuda and the Listing Rules.

The Company has maintained the requirement under the Existing Bye-laws of a minimum notice period of 21 clear days for a general meeting called for the passing of a special resolution, and no such amendment is proposed.

Full particulars of the Proposed Basic Amendments to the Existing Bye-laws are set out in Appendix I to this circular and the SGM Notice.

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LETTER FROM THE BOARD

SPECIAL RESOLUTION NO. 2: PROPOSED FULL-BLOWN AMENDMENTS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

In addition and conditional upon the approval of the Proposed Basic Amendments, by way of a separate special resolution, the Directors also propose to amend the Existing Bye-laws by way of approving the Proposed Full-blown Amendments, comprising the Proposed Basic Amendments and other comprehensive housekeeping amendments, which reflect, among other things, the corporate governance developments in the past years, such as, among other things permitting the holding of general meetings as hybrid meeting or an electronic meeting and inclusion of ancillary provisions thereto, and adopting the New Full-Blown Amended Bye-laws.

The major changes brought about by the adoption of the New Full-blown Amended Bye-laws (other than the Proposed Basic Amendments, the summary of which is set out above) are summarized below:

to allow all general meetings (including an annual general meeting, special general meeting, any adjourned meeting or postponed meeting) be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;
to insert the definitions of “electronic meeting”, “hybrid meeting”, “Meeting Location”, “physical meeting” and “Principal Meeting Place”, for use in the relevant provisions including new provisions relating to hybrid and electronic meetings, and make corresponding changes to the relevant provisions of the Amended and Restated Bye-Laws;
to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
to provide that the chairman of the general meeting may without the consent of the meeting, or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely), from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);
to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation to holding and conducting of such meeting;

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LETTER FROM THE BOARD

to provide that, where the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting as specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time, place, change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Shareholders;
to provide that 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;
to provide the Board with the power to capitalise reserves of the Company to pay up in full Shares to be issued pursuant to a share incentive scheme or employee benefit scheme that has been adopted or approved by the Shareholders;
to allow, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy to form a quorum for a general meeting of the Company for all purposes;
to allow the Company to provide an electronic address for the receipt of any document or information relating to proxies for a general meeting and ancillary provisions in relation thereto;
to make other housekeeping amendments, including inserting definition of “electronic communication” and making consequential amendments in line with the above amendments to the existing Bye-Laws; and
to make other amendments to update or clarify provisions where the Board consider desirable in accordance with or better align with the wording in the applicable laws of Bermuda and the Listing Rules.

Full particulars of the Proposed Full-blown Amendments to the existing Bye-laws are set out in Appendix II to this circular and the SGM Notice.

At the Special General Meeting, two special resolutions will be proposed for the Shareholders to consider and, if thought fit, pass (with or without modification). The first special resolution is for the approval of the Proposed Basic Amendments and the adoption of the New Basic Bye-laws. Conditional upon the passing of the first special resolution, the second special resolution is for the approval of the Proposed Full-blown Amendments and the adoption of the New Full-blown Amended Bye-laws.

Special resolution no. 2 in relation to the Proposed Full-blown Amendments is conditional upon the passing of the special resolution no. 1, and thus will not take any legal effect if the special resolution no. 1 is not passed. As a result, if you wish to vote for special resolution no. 2, you should ALSO vote for the special resolution no. 1.

– 6 –

LETTER FROM THE BOARD

Shareholders should note that the two special resolutions, which relates to adoption of two separate sets of Amended and Restated Bye-laws, are mutually exclusive. This means only one set of the Amended and Restated Bye-laws will ultimately be adopted.

Under the Listing Rules, all resolution(s) at the Special General Meeting are required to be voted by poll. Accordingly, the Chairman of the Special General Meeting will demand a poll vote for the resolution set out in the Notice of Special General Meeting.

A form of proxy for use by the Shareholders at the Special General Meeting is enclosed. Whether or not you intend to attend and vote at the Special General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable but in any event not less than 48 hours (i.e. not later than 10:00 a.m. on Wednesday, 6 September 2023) before the time appointed for holding the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATIONS

The Directors consider that the proposed special resolutions at the Special General Meeting are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote for ALL the special resolutions at the Special General Meeting for the approval of the Proposed Basic Amendments and Proposed Full-blown Amendments, and the adoption of the Amended and Restated Bye-laws.

Yours faithfully, For and on behalf of the Board Liu Shunxing Chairman

– 7 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

The following are the Proposed Basic Amendments. Unless otherwise specified, clauses, paragraphs and bye-law numbers referred to herein are clauses, paragraphs and bye-law numbers of the New Basic Bye-laws. If the serial numbering of the clauses of the Bye-laws is changed due to the addition, deletion or re-arrangement of certain clauses made in these amendments, the serial numbering of the clauses of the Bye-laws as so amended shall be changed accordingly, including cross-references.

Note: The New Basic Bye-laws are prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

PRELIMINARY

(A) (Deleted)

“ address ” shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-Laws;

“ appointed newspaper ” shall have the meaning as defined in the Companies act;

~~“~~ ~~associate(s) ” shall has the meaning attributed to it in the Listing Rules from time to time;~~

“ auditors ” shall mean the persons for the time being performing the duties of that office;

“ Bermuda ” shall mean the Islands of Bermuda;

“ the Board ” shall mean the board of directors of the Company as constituted from time to time or (as the context may require) the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;

“ these Bye-Laws ” or “ Bye-laws ” or “ these presents ” shall mean these Bye-Laws in their present form and all supplementary, amended or substituted Bye-Laws for the time being in force;

“ Business Day ” shall mean a day (other than a Saturday or Sunday or any day on which a tropical cyclone warning no. 8 or above or a “black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5.00 p.m.) on which banks are open for business in Hong Kong;

“ call ” shall include any installment of a call;

“ capital ” shall mean the share capital from time to time of the Company;

“ the Chairman ” shall mean the chairman presiding at any meeting of shareholders or of the Board;

– App-I-1 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

“ Clearing House ” shall mean a recognised clearing house within the meaning of the Securities and futures ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house or authorised shares depository 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;

“ close associates ” in relation to any Director, shall have the meaning as ascribed to it in the - Listing Rules except that for purposes of Bye Law 98 where the transaction or arrangement to be approved by the Directors 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;

“ the Companies act ” shall mean the Companies ~~aA~~ ct 1981 of Bermuda as may from time to time be amended;

“ the Company ” or “ this Company ” shall mean ~~Hong Kong pharmaceutical HoldingsC~~ oncord New Energy Group Limited incorporated in Bermuda on 27 June 1997;

“ corporate representative ” means any person appointed to act in that capacity pursuant to Bye-Law 87(A) or 87(B);

“ debenture ” and “ debenture holder ” shall respectively include “ debenture stock ” and “ debenture stockholder ”;

“ Director ” means a director of the Company;

“ dividend ” shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalization issues, if not inconsistent with the subject or context;

“ electronic ” shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the ~~e~~ Electronic ~~tT~~ ransactions ~~a~~ Act 1999 of Bermuda as may be amended from time to time;

“ ” - extraordinary Resolution shall have the meaning as defned in Bye Law 1(E);

“ full financial statements ” shall mean the financial statements that are required under section 87(1) of the Companies act as may be amended from time to time;

“ Head office ” shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company;

“ HK$ ” shall mean Hong Kong dollars or other lawful currency of Hong Kong;

“ Hong Kong ” shall mean the Hong Kong Special ~~aA~~ dministrative Region of the ~~pP~~ eople’s Republic of China;

– App-I-2 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

“ holding company ” and “ subsidiary ” shall have the meanings ascribed to them in the Listing Rules;

“ Liquidation event ” shall mean a liquidation, dissolution, winding up of the Company, or a return of capital (other than upon conversion, redemption or repurchase of shares or with respect to a dividend) whether voluntary or not, or a sale of all or substantially all of the assets of the Company;

“ Listing Rules ” shall mean the Rules Governing the Listing of Securities on the Stock ~~e~~ Exchange of Hong Kong Limited (as amended from time to time)";

“ memorandum of association ” shall mean the memorandum of association of the Company, as amended from time to time;

“ month ” shall mean a calendar month;

“ newspapers ”, in relation to the publication in newspapers of any notice, shall mean in ~~eE~~ nglish in one leading ~~eE~~ nglish language daily newspaper and in Chinese in one leading Chinese language daily newspaper published and circulating generally in the Relevant territory and specified for this purpose by the stock exchange in the Relevant territory;

“ ordinary Share ” shall mean the ordinary shares of the Company with a par value of HK$0.01 each;

“ ordinary Resolution ” shall have the meaning as defined in Bye-Law 1 (D);

“ paid up ” in relation to a share, shall mean paid up or credited as paid up;

“ preference Share(s) ” shall mean the non-redeemable and convertible preference share(s) of HK$0.01 each in the share capital of the Company with limited voting rights and other rights and restrictions set out in Bye-Law 6A;

“ the principal Register ” shall mean the register of shareholders of the Company maintained in Bermuda;

“ the register ” or the “ Register ” shall mean the principal Register and any branch register to be kept pursuant to the provisions of the Statutes;

“ Registered office ” shall mean the registered office of the Company for the time being;

“ Registration office ” shall mean in respect of any class of share capital, such place or places in the Relevant territory or elsewhere where the Directors from time to time determine to keep a branch register of shareholders in respect of that class of share capital and where (except in cases where the Directors otherwise agree) transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered;

– App-I-3 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

“ Relevant territory ” shall mean Hong Kong or such other territory as the Directors may from time to time decide if the issued ordinary share capital of the Company is listed on a stock exchange in such territory;

“ Seal ” shall mean anyone or more common seals from time to time of the Company for use in Bermuda or in any place outside Bermuda;

“ Secretary ” shall mean the person or corporation for the time being performing the duties of that office;

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

“ share ” or “ Share ” shall mean share in the capital of the Company;

“ shareholder ” shall mean the duly registered holder from time to time of the shares in the capital of the Company;

“ Special Resolution ” shall have the meaning as defined in Bye-Law 1 (C);

“ Statutes ” shall mean the Companies act, the ~~e~~ Electronic ~~t~~ Transactions ~~a~~ Act 1999 of Bermuda, and every other act (as amended from time to time) for the time being in force of the Legislature of Bermuda applying to or affecting the Company, the memorandum of association and/or these presents;

“ summarized financial statements ” shall have the meaning ascribed to them in the section 87 ~~a~~ A(3) of the Companies act as may be amended from time to time;

“ transfer office ” shall mean the place where the principal Register is situate for the time being; and

(B) In these Bye-Laws, unless there be something in the subject or context inconsistent herewith:
(i) words denoting the singular shall include the plural and words denoting the plural shall include the singular;
(ii) words importing any gender shall include every gender and words importing persons shall include partnerships, firms, companies and corporations;

– App-I-4 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(iii) subject as aforesaid, any words or expressions defined in the Companies act (except any statutory modification thereof not in force when these Bye-Laws become binding on the Company) shall, if not inconsistent with the subject and/ or context, bear the same meaning in these Bye-Laws, save that “company” shall where the context permits include any company incorporated in Bermuda or elsewhere; and
(iv) references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.
(C) A resolution shall be a Special Resolution when it has been passed by a majority of not less than three-fourths of the votes cast by such shareholders as, being entitled so to do, vote in person or, by duly authorised corporate representative or, where proxies are allowed, by proxy at a general meeting of which not less than 21 days’ notice, specifying (without prejudice to the power contained in these presents to amend the same) the intention to propose the resolution as a Special Resolution, has been duly given. ~~pP~~ rovided that, if it is so agreed by a majority in number of the shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days’ notice has been given.
(D) A resolution shall be an ordinary Resolution when it has been passed by a simple majority of the votes cast by such shareholders as, being entitled so to do, vote in person or by duly authorised corporate representative or, where proxies are allowed, by proxy at a general meeting held in accordance with these presents and of which not less than 14 days’ notice has been duly given. ~~p~~ Provided that, if it is so agreed by a majority in number of the shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as an ordinary Resolution at a meeting of which less than 14 days’ notice has been given.
(E) A resolution shall be an extraordinary Resolution when it has been passed by a majority of not less than two-thirds of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of a shareholder which is corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which notice has been duly given in accordance with Bye-Law 63.
(F) A Special Resolution or extraordinary Resolution shall be effective for any purpose for which an ordinary Resolution is expressed to be required under any provision of these Bye-Laws or the Statutes.

– App-I-5 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Without prejudice to any other requirements of the Statutes, a Special Resolution shall be required to alter the memorandum of association, to approve any amendment of these presents or to change the name of the Company.

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies act and with the sanction of a Special Resolution, be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the memorandum of association, at the option of the holde ~~r, 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 shareholders alike.~~
~~tT~~ he Board may, subject to the approval by the shareholders in general meeting, issue warrants to subscribe for any class of shares or securities of the Company on such terms as the Board may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.
(A) for the purposes of section 47 of the Companies act, if at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies act, be varied 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. ~~toT~~ o every such separate general meeting the provisions of these Bye-Laws relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third in nominal value of the issued shares of that class, and that any holder of shares of the class present in person or by proxy or by a duly authorised corporate representative may demand a poll.

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AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(B) the provisions of this Bye-Law shall apply to the variation or abrogation of the special rights attached to the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.
(C) the special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

SHARES AND INCREASE OF CAPITAL

(A) The authorised share capital of the Company on the date that these Bye-Laws come into effect is HK$ ~~601~~ 25,000,000 divided into ~~3~~ 10, ~~5~~ 000,000,000 ordinary Shares and 2,500,000,000 preference Shares.
(B) Subject to the Statutes, the power contained in the memorandum of association to purchase or otherwise acquire its shares (including its redeemable shares) and warrants shall be exercisable by the Board upon such terms and subject to such conditions as it thinks fit.
(C) Subject, where applicable, to the rules of any relevant stock exchange, the Company may in accordance with an employees’ share scheme approved by the shareholders in general meeting provide money on such terms as the Board thinks fit for the acquisition of fully or partly paid shares in the Company or its holding company. ~~fF~~ or the purposes of this Bye-Law, an employees’ share scheme is a scheme for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of bona fide employees or former employees (including, notwithstanding section 96 of the Companies act, any such bona fide employee or former employee who is or was also a director) of the Company, a subsidiary of the Company or holding company or a subsidiary of the Company’s holding company, or the wives, husbands, widows, widowers or children or step-children under the age of twenty-one of such employees or former employees.
(D) Subject, where applicable, to the rules of any relevant stock exchange, the Company, a subsidiary of the Company or holding company or a subsidiary of the Company’s holding company may make loans to persons (including, notwithstanding section 96 of the Companies act, any such bona fide employee or former employee who is or was also a director) employed in good faith by the Company with a view to enabling those persons to acquire fully or partly paid shares in the Company or its holding company to be held by them by way of beneficial ownership.
(E) The conditions subject to which money and loans are provided under paragraphs (C) and (D) of this Bye-Law may include a provision to the effect that when an employee ceases to be employed by the Company, the shares acquired with such financial assistance shall or may be sold to the Company on such terms as the Board thinks fit.

– App-I-7 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

RIGHTS OF PREFERENCE SHARES

6A. The preference Shares which are convertible into ordinary Shares at an initial conversion price of HK$0.027 per ordinary Share shall have the following rights, privileges and restrictions:

(1) Dividends

(A) The holders of the preference Shares shall be entitled to receive dividends (“ dividends ”) at the rate of five (5) per cent per annum of the issue price of each preference Share. ~~t~~ The holders of preference Shares shall be entitled to receive Dividends prior to and in preference to the holders of ordinary Shares or any other class or series of shares of the Company. ~~no~~ No dividend, whether in cash, in property or in shares of the Company, shall be allowed to be paid on any other class or series of shares of the Company unless and until all accrued Dividends are first paid or granted in full on the preference Shares. ~~tT~~ he Dividends payable to the holders of preference Shares shall be cumulative.
(B) Subject to the applicable laws, the Dividends shall be paid, if and so far as in the opinion of the Directors, the Company has retained earnings lawfully available for distribution and there is positive cash flow available on 30 September and 31 march (each a “ payment date ”) in each year (or, if such date is not a Business Day, the preceding Business Day) to the holders of preference Shares on the register on such dates in respect of the 6 month period ending on that date, except that the first such payment shall be payable on 30 September (or, if such date is not a Business Day, the preceding Business Day) next following the date of issue of the preference Shares, and shall be payable in respect of the period from the date of issue to (but excluding) such payment Date.
(C) Subject to paragraph (D) of this Bye-Law 6A(1), a preference Share shall carry the right to Dividends in respect of all periods up to the end of the 6 month period ending on (but excluding) the payment Date immediately preceding the date of conversion in respect of that preference Share but not in respect of any subsequent period.
(D) Any preference Share which is compulsorily converted under paragraph (B) of Bye-Law 6A(4) shall carry the right to the Dividends calculated down to and inclusive of the date of the mandatory Conversion (as defined hereinafter).
(E) The amount of Dividends payable in respect of a period of less than six months shall be calculated on the basis of a 365-day year and the actual number of days elapsed.

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(2) Liquidation.

In the event of any Liquidation event distributions to the shareholders of the Company shall be made in the following manner:

(A) Each holder of preference Shares shall be entitled to receive, prior and in preference to any distribution of any assets, surplus or funds of the Company to the holders of the ordinary Shares or any other class or series of shares of the Company by reason of their ownership of such shares, an amount per preference Share held by him which shall be equal to (i) the aggregate amount of the issue price of all preference Shares then in issue and outstanding divided by (ii) the total number of all preference Shares then in issue and outstanding, for each preference Share then held by such holder, plus all declared but unpaid Dividends and distributions on such preference Shares (collectively, the “ preference Amount ”). ~~aA~~ ll declared but unpaid Dividends and distributions on preference Shares shall be calculated up to and including the date of commencement of the Liquidation event. If, upon the occurrence of a Liquidation event, the assets and funds available to be distributed among the holders of preference Shares shall be insufficient to permit the payment to such holders of the preference amount, then the entire assets and funds of the Company legally available for distribution to such holders shall be distributed rateably among the holders of the preference Shares in proportion to the aggregate preference amount for the preference Shares owned by each such holder.
(B) After payment has been made to the holders of preference Shares of the full preference amount to which they are entitled pursuant to paragraph ( ~~a~~ A) of this Bye-Law 6A(2), the remaining assets and funds of the Company available for distribution to shareholders shall be distributed among the holders of ordinary Shares in proportion to their respective Shareholding proportions only. “ Shareholding proportion ” in respect of each shareholder means the proportion which the aggregate number of ordinary Shares held by such shareholder bears to the aggregate number of all ordinary Shares held by all shareholders.
(C) If the consideration received by the Company is other than cash or partly in cash, the value of securities and property paid or distributed pursuant to this Bye-Law 6A(2) shall be computed at fair market value at the time of payment to the Company or at the time made available to shareholders, all as determined by the Board in good faith and in its reasonable business judgement, provided that (i) if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the closing trading price for such securities as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no trading for such date, then for the last preceding Business Day on which there was trading), as reported in the newspaper; and (ii) if such securities are regularly quoted by a recognised securities dealer but trading prices are not reported, their fair market value shall be the average of the high bid and low asked prices for such securities on the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding Business Day on which there were quoted prices).

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(D) Nothing herein shall affect in any way the right of each holder of preference Shares to convert such shares at any time and from time to time into ordinary Shares in accordance with Bye-Law 6A(4). ~~a~~ Any holder may expressly condition any such conversion upon the closing or consummation of a specific anticipated Liquidation event, in which case the conversion shall take effect immediately prior to and conditional upon such closing or consummation.

(3) Voting Rights.

The holder of each preference Share shall be entitled to receive notice of, but shall not have any right to attend and vote at, general meetings of the Company unless:

(A) as at the date when the notices of a general meeting of the Company are given any Dividend that is payable remains unpaid 6 months after it has been declared in which event the preference Shares shall confer on the holders thereof the right to, unless all such arrears have been paid prior to the time for the holding of the meeting, attend and vote at that general meeting; or
(B) a resolution is to be proposed at a general meeting of the Company for winding up the Company or a resolution is to be proposed which, if passed, would (subject to any consents required for such purpose being obtained) vary or abrogate the rights or privileges of the holders of preference Shares, save that such holders may not vote upon any business dealt with at such general meeting except the election of a chairman, any motion for adjournment and the resolution for winding up or the resolution which, if passed, would (subject to any consents required for such purpose being obtained) so vary or abrogate the rights and privileges of the holders of preference Shares.

If the holders of preference Shares are entitled to vote on any resolution, then at the relevant general meeting or separate general meeting of the holders of preference Shares, on a show of hands every holder of preference Share who is present in person or by proxy or attorney or (being a corporation) by a duly authorised representative shall have one vote and on a poll every holder of preference Share who is present in person or by proxy or attorney or (being a corporation) by a duly authorised representative shall have one vote for each Conversion Share which would have been issued to it had it exercised the conversion right attached to the preference Shares 48 hours preceding the date of such general meeting or separate general meeting of the holders of preference Shares.

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(4) Conversion.

~~tT~~ he holders of preference Shares shall have conversion rights as follows:

(A) Right to Convert. ~~eE~~ ach preference Share shall be convertible, at the option of the holder thereof, on any Business Day after the date of issuance of such share but before the fifth anniversary thereof, into such number of fully- paid ordinary Shares to be determined by the issue price of such preference Shares divided by the conversion price (the “ Conversion price ”) of HK$0.027 per ordinary Share. ~~tT~~ he initial Conversion price shall be subject to adjustment as provided in accordance with Bye-Law 6A(4)(D). ~~fF~~ or the avoidance of doubt, no payment shall be made by the holder of preference Shares to the Company upon or in connection with the conversion of preference Shares into ordinary Shares.
(B) Mandatory Conversion. ~~eE~~ ach preference Share shall automatically be converted into such number of ordinary Shares to be determined by the issue price of such preference Shares divided by the then effective applicable Conversion price on the fifth anniversary of the date of issuance of the preference Share (such event being referred to herein as the “ mandatory Conversion ”).
(C) Mechanics of Conversion. ~~no~~ No fractional ordinary Shares shall be issued upon conversion of the preference Shares. all ordinary Shares (including any fractions thereof) issuable upon conversion of more than one preference Share by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. ~~aA~~ ny holder of preference Shares shall, to the extent possible, convert the preference Shares in board lots of ordinary Shares. ~~oO~~ ne ordinary Share shall be issued and allotted in respect of any fractional ordinary Share arising on conversion of the preference Shares being converted by a holder. ~~f~~ For the purpose of the conversion hereunder, if the ordinary Shares to be issued on the conversion of any preference Shares have an aggregate par value greater than the aggregate par value of the preference Shares being converted, the Company shall, subject to applicable laws, capitalise any part of the surplus and apply the same in paying up at par the requisite number of ordinary Shares or, where there is insufficient surplus, effect a fresh issue of Shares at a premium and apply the proceeds thereof in paying up at par the required number of additional ordinary Shares to be issued on the conversion of the preference Shares so as to satisfy the provisions of this Bye-Law 6(A). ~~aA~~ ll ordinary Shares so issued shall be credited as fully paid at par and rank pari passu in all respects with the ordinary Shares then in issue.

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APPENDIX I

Before any holder of preference Shares shall be entitled to convert the same into ordinary Shares and to receive certificates therefore, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company in Hong Kong and shall give written notice to the Company at such office that he or she elects to convert the same; provided, however, that in the event of the mandatory Conversion pursuant to Bye-Law 6A (4)(B), the outstanding preference Shares shall be converted mandatorily without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company and provided further that the Company shall not be obligated to issue certificates evidencing the ordinary Shares issuable upon the mandatory Conversion unless the certificates evidencing such preference Shares are delivered to the Company as provided above, or the holder notifies the Company that such certificates have been lost, stolen, or destroyed and provides such indemnity as may be reasonably required by the Company.

The Company shall, as soon as practicable and in any event not later than seven (7) Business Days after such delivery, or such notification in the case of a lost, stolen, or destroyed certificate, issue and deliver at such office to such holder of the preference Shares, a certificate or certificates for the number of ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the preference Shares to be converted, or in the case of mandatory Conversion, on the fifth anniversary of the issue of the preference Shares, and the person or persons entitled to receive the ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such ordinary Shares at such time. ~~fF~~ or the avoidance of doubt, no conversion shall prejudice the right of a holder of preference Shares to receive Dividends and other distributions declared but not paid as at the date of conversion of the preference Shares.

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APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

(D) Adjustments to Conversion price. ~~tT~~ he adjustments to the Conversion price are to ensure that the shareholding of the holders of the preference Shares shall not be affected by any change in the share capital of the Company.
(a) Subject as hereinafter provided, the Conversion price, shall from time to time be adjusted in accordance with the following relevant provisions:
- (i) If and whenever the ordinary Shares by reason of any consolidation or subdivision become of a different nominal amount, the Conversion price in force immediately prior thereto shall be adjusted by multiplying it by the following fraction:

A

B

where:

A = the nominal amount of the ordinary Shares immediately after such alteration; and
B = the nominal amount of the ordinary Shares immediately before such alteration.

Each such adjustment shall be effective from the close of business in Hong Kong on the date on which the consolidation or sub-division becomes effective.

(ii) If and whenever the Company shall issue (other than in lieu of the whole or any part of a cash dividend or specie distribution which the holders of the ordinary Shares concerned would or could otherwise have received and which would not have constituted a capital distribution (as referred to in sub-paragraph (iii) below)) any ordinary Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the Conversion price in force immediately prior to the record date therefor shall be adjusted by multiplying it by the following fraction:

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APPENDIX I

in each case, where:

C = the aggregate nominal amount of the issued ordinary Shares immediately before such issue; and
D = the aggregate nominal amount of the issued ordinary Shares immediately after such capitalisation issue.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue.

(iii) If and whenever the Company shall make any capital distribution to holders (in their capacity as such) of ordinary Shares (whether on a reduction of capital or otherwise) or shall grant to such holders rights to acquire for cash assets of or any of its subsidiaries, the Conversion price in force immediately prior to such distribution or grant shall be adjusted by multiplying it by the following fraction:

==> picture [21 x 24] intentionally omitted <==

where:

A = the closing price of one ordinary Share (which, if the ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) on the trading day immediately preceding the date on which the capital distribution or, as the case may be, the grant is publicly announced or (failing any such announcement), the trading day immediately preceding the record date for the capital distribution or, as the case may be, the grant; and
B = the fair market value on the day of such announcement or (as the case may require) the trading day immediately preceding the record date for the capital distribution or, as the case may be, of the grant, as determined in good faith by an approved merchant bank or the auditors for the time being of the Company of the portion of the capital distribution or of such rights to the grant which is attributable to one ordinary Share,

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APPENDIX I

provided that:

(aa) if in the opinion of the relevant approved merchant bank or the auditors for the time being of the Company the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine the amount of the said market price which should properly be attributed to the value of the capital distribution or rights to the grant (and in such event B in the above formula shall be construed accordingly); and
(bb) the provisions of this sub-paragraph (iii) shall not apply in relation to the issue of ordinary Shares paid out of profits or reserves and issued in lieu of a cash dividend nor to a purchase by the Company of its own ordinary Shares in accordance with the applicable rules, regulations and laws.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the capital distribution or the grant.

(iv) (aa) If and whenever the Company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new ordinary Shares, and the total effective Consideration per ordinary Share (as defined below) initially receivable for such securities is less than ninety-five per cent (95%) of the closing price of one ordinary Share (which, if the ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of issue of such securities, the Conversion price shall be adjusted by multiplying the Conversion price in force immediately prior to the issue by the following fraction:

A+B A+C

where:

A = the number of ordinary Shares in issue immediately before the date of the issue;
B = the number of ordinary Shares which the total effective Consideration receivable for the securities issued would purchase at such market price; and

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APPENDIX I

C =

the maximum number of ordinary Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at the initial conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the conversion or exchange rate or subscription price provided however that no such adjustment shall be made if the Company shall make a like offer or grant (as the case may be) at the same time to the holder of preference Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory in or outside Hong Kong) as if they had exercised the conversion rights attached to the preference Shares in full on the day immediately preceding the record date for such offer or grant.

(bb) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in section (aa) of this sub-paragraph (iv) are modified so that the total effective Consideration per ordinary Share (as defined below) initially receivable for such securities shall be less than ninety-five per cent (95%) of the market price of one ordinary Share (which, if the ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the Conversion price shall be adjusted by multiplying the Conversion price in force immediately prior to such modification by the following fraction:

A+B A+C

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where:

A = the number of ordinary Shares in issue immediately before the date of such modification;
B = the number of ordinary Shares which the total effective Consideration receivable for the securities issued at the modified conversion, exchange or subscription price would purchase at such closing price; and
C = the maximum number of ordinary Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at the modified conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) as at the date upon which such modification shall take effect. ~~aA~~ right of conversion or exchange or subscription shall not be treated as modified for the foregoing purpose where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustment of conversion or exchange terms.

For the purpose of this sub-paragraph (iv), the “ total effective Consideration ” receivable for the securities issued shall be deemed to be the consideration receivable by the Company for any such securities plus the additional minimum consideration (if any) to be received by the Company upon (and assuming) the full conversion or exchange thereof or the exercise in full of such subscription rights, and the total effective Consideration per ordinary Share initially receivable for such securities shall be such aggregate consideration divided by the number of ordinary Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange rate or the exercise of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue.

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(v) If and whenever the Company shall issue wholly for cash any ordinary Shares (other than ordinary Shares issued pursuant to the share option scheme adopted by the Company in compliance with the Listing Rules) at a price per ordinary Share which is less than ninety-five per cent (95%) of the closing price of one ordinary Share (which, if the ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of such issue, the Conversion price shall be adjusted by multiplying the Conversion price in force immediately before the date of such announcement by the following fraction:

A+B A+C

where:

A = the number of ordinary Shares in issue immediately before the date of such announcement;
B = the number of ordinary Shares which the aggregate amount payable for the issue would purchase at such market price; and
C = the number of ordinary Shares so issued.

Such adjustment shall become effective on the date of the issue.

(vi) If and whenever the Company shall issue ordinary Shares for the acquisition of asset at a total effective Consideration per ordinary Share (as defined below) which is less than ninety-five per cent (95%) of the closing price of one ordinary Share (which, if the ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of such issue, the Conversion price shall be adjusted in such manner as may be determined by an approved merchant bank or the auditors for the time being of the Company. Such adjustment shall become effective on the date of issue.

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For the purpose of this sub-paragraph (vi) “ Total Effective Consideration ” shall be the aggregate consideration credited as being paid for such ordinary Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof, and the “ Total Effective Consideration per Ordinary Share ” shall be the total effective Consideration divided by the number of ordinary Shares issued as aforesaid.

(b) If the Company shall in any way modify the rights attached to any share or loan capital so as wholly or partly to convert or make convertible such share or loan capital into, or attach thereto any rights to acquire, ordinary Shares, the Company shall appoint an approved merchant bank to consider whether any adjustment to the Conversion price is appropriate (and if such approved merchant bank shall certify that any such adjustment is appropriate the Conversion price shall be adjusted accordingly).
(c) Notwithstanding the provisions of paragraph (A) of this Bye-Law ~~6(~~ A ~~)~~ (4)(D), in any circumstances where the Directors shall consider that an adjustment to the Conversion price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Conversion price should be made notwithstanding that no such adjustment is required under the said provisions, the Directors may appoint an approved merchant bank to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such approved merchant bank shall consider this to be the case, the adjustment shall be modified or nullified or an adjustment made instead of no adjustment in such manner (including without limitation making an adjustment calculated on a different basis) as shall be certified by such approved merchant bank to be in its opinion appropriate.

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(E) Restrictions on Conversion.
(a) Notwithstanding anything to the contrary herein contained, a holder of preference Shares may not exercise any conversion rights attaching to the preference Shares if, as a result of such exercise, the number of ordinary Shares which are in public hands (within the meaning of the Listing Rules) is reduced to below twentyfive per cent (25%) of all ordinary Shares in issue immediately following such exercise or such other minimum percentage applicable to the Company for the time being as prescribed by the Stock exchange. ~~aA~~ ny notice served by a holder of the preference Shares which requires conversion to be effected in contravention of Bye-Law 6A(4)(C) will be deemed withdrawn by that holder and the portion of the conversion rights stated in such notice will remain attached to its preference Shares and be available for subsequent exercises subject to and in accordance with the rights and restrictions attached to the preference Shares.
(b) No conversion rights attaching to the preference Shares may be exercised by any holder thereof who is a Restricted Holder (as hereinafter defined), and the exercise of any such conversion rights by a holder thereof shall constitute a confirmation, representation and warranty by the converting holder to the Company that such holder is not a Restricted Holder and that all necessary governmental, regulatory or other consents or approvals and all formalities have been obtained and observed by such holder to enable him to exercise legally and validly the relevant conversion rights, to hold the ordinary Shares allotted and issued upon exercise of the conversion rights and the Company to legally and validly allot the ordinary Shares. ~~fF~~ or the purposes of this paragraph (b), a “ Restricted Holder ” means a holder of the preference Shares who is a resident or national of any jurisdiction other than Hong Kong under the laws and regulations of which an exercise of conversion rights by such holder of preference Shares or the performance by the Company of the obligations expressed to be assumed by it under these terms or the allotment and issue and holding of the ordinary Shares cannot be carried out lawfully or cannot be carried out lawfully without the Company first having to take certain actions in such jurisdiction.

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(5) Extension of general offer.

So long as any preference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of ordinary Shares generally to acquire all or some of the ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of preference Shares and the Company shall use reasonable endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Conversion price applicable at that time.

(6) No Impairment.

~~t~~ The Company shall not, by amendment of its memorandum of association, these Bye-Laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company.

(7) Certificate as to Adjustments.

Upon the occurrence of each adjustment or readjustment of the Conversion price pursuant to Bye-Law 6A(4), the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and upon the written request of any holder of preference Shares, such adjustment or readjustment shall be certified by either the auditors of the Company for the time being or by a merchant bank of repute in Hong Kong selected by the Company (at the option of the Company), and furnish to each holder of preference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. ~~t~~ The Company shall, upon the written request of any holder of preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth:

(A) such adjustments and readjustments,
(B) the applicable Conversion price then in effect, and
(C) the number of shares of ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of the preference Shares, together with a copy of the certificate of the auditors or the merchant bank aforesaid (as the case may be).

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APPENDIX I

(8) Notices of Record Date.

In the event that the Company shall propose at any time to:

(A) declare any dividend or distribution upon the ordinary Shares or other class or series of shares, whether in cash, property, share, or other securities, and whether or not a regular cash dividend;
(B) offer for subscription pro rata to the holders of any class or series of its capital any additional shares of any class or series or other rights;
(C) effect any reclassification or recapitalisation of the ordinary Shares outstanding involving a change in the ordinary Shares; or
(D) merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital of the Company, or to liquidate, dissolve, or wind up;

then, in connection with each such event, the Company shall send to the holders of preference Shares:

(a) at least 14 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (A) to (C) of this Bye-Law 6A(8); and
(b) in the case of the matters referred to in subparagraphs (A) to (D) of this Bye-Law 6A(8), at least 14 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of ordinary Shares shall be entitled to exchange their ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of preference Shares at the address for each such holder as shown on the share register of the Company.

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(9) Issue Taxes.

(A) The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of ordinary Shares on conversion of the preference Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.
(B) All payments and Dividends in respect of preference Shares shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or Hong Kong or any authority therein or thereof (other than any withholding or deduction on account of any income tax, capital gains tax or other tax or duties of a similar nature) unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, subject to the Company having sufficient profits available for distribution, the Company shall pay such additional amounts as may be necessary in order that the net amounts received by the holders of preference Shares after such withholding or deduction shall equal the respective amounts of the payments and Dividends which would have been receivable in respect of the preference Shares in the absence of such withholding or deduction.
(C) To the extent that the Company shall have insufficient profits available for distribution in order to permit it to pay all or any of such additional amounts as referred to in Bye-Law 6A(9)(B) the amount of any such shortfall shall be treated for all purposes as arrears of Dividends.

(10) Reservation of Ordinary Shares Issuable Upon Conversion.

The Company shall at all times reserve and keep available out of its authorised but unissued share capital, solely for the purpose of effecting the conversion of the preference Shares, such number of ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding preference Shares, and if at any time the number of authorised but unissued ordinary Shares shall not be sufficient to effect the conversion of all then outstanding preference Shares, the Company will take such corporate action within its control as may be necessary to increase its authorised but unissued share capital as shall be sufficient for such purpose.

(11) Transfer and certificates.

(A) The provisions of these Bye-Laws relating to the transfer of shares and share certificates shall apply in relation to the preference Shares, subject to the provisions in this Bye-Law 6A(11).

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AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(B) The Company shall maintain and keep a full and complete register at such location in Bermuda or such other places (but not in Hong Kong) as it shall from time to time determine the number of the preference Shares and the holders of preference Shares from time to time, such register shall contain details of conversion and/or cancellation and the destruction of any preference Shares and the issue of any replacement certificates therefore issued in substitution for any mutilated, defaced, lost, stolen or destroyed certificates and of sufficient identification details of all holders of preference Shares from time to time.
(C) If any certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the office of the registrar of the Company upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Company may reasonably require and on payment of such fee not exceeding HK$50 as the Company may determine. ~~m~~ Mutilated or defaced certificates must be surrendered before replacements will be issued.

(12) Severability.

If at any time one or more provisions of this Bye-Law 6 ~~(A)~~ is or becomes invalid, illegal, unenforceable or incapable of performance in any respect under any applicable laws, the validity, legality, enforceability or performance of the remaining provisions of this Bye-Law 6 ~~(A)~~ or the validity, legality, enforceability or performance under such applicable laws of these or any other provisions of these Bye-Laws shall not thereby in any way be affected or impaired.

(13) Undertaking.

So long as any preference Share remains capable of being converted into ordinary Shares:

(A) the Company will use its reasonable endeavours (a) to maintain a listing for all the issued ordinary Shares on the Stock exchange; and (b) to obtain and maintain a listing on the Stock exchange for all ordinary Shares to be issued upon the conversion of the preference Shares;
(B) the Company will send to each holder of preference Share, by way of information, one copy of every circular, notice or other document sent to any holder of ordinary Shares in their capacity as shareholders, at the same time as it is sent to such other shareholders;

– App-I-24 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(C) the Company shall not, without the consent of the holders of preference Shares as a class (obtained in the manner provided in these Bye-Laws) or unless otherwise permitted pursuant to the provision of this Bye-Law 6A:
(a) modify, vary, alter or abrogate the rights attaching to the preference Shares as a class, which (for the avoidance of doubt) shall not be deemed to be so modified, varied, altered or abrogated by the creation or issue of any shares or securities contemplated by the provision of this Bye-Law 6A; or
(b) effect any repayment of the preference Shares otherwise than as provided for in the provisions of this Bye-Law 6A; or
(D) except in such manner as may be permitted by these Bye-Laws or applicable laws, the Company shall not reduce its share capital or any uncalled liability in respect thereof or any share premium account.

(14) Notices.

~~eE~~ xcept in the case of a notice of conversion of the preference Shares, a notice given pursuant to this Bye-Law 6A may be revoked with the consent in writing of the Company. ~~nN~~ otices to holders of preference Shares shall be given in accordance with these Bye-Laws.

In giving any certificate, the auditors of the Company or the merchant bank (as the case may be) shall be deemed to be acting, as experts and not as arbitrators and in the absence of manifest error, their decision shall be conclusive and binding on the Company and the holders of preference Shares and all persons claiming, through or under them respectively.

The Company in general meeting may from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all ~~increase capite~~ the shares for the time being issued shall have been fully paid up, by ordinary Resolution increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such class or classes and of such amounts in Hong Kong dollars or United States dollars or such other currency as the shareholders may think fit and as the resolution may prescribe.
Any new shares shall be issued upon such terms and conditions and with such rights, privileges or restrictions annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Statutes and of these Bye-Laws, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a special right or without any right of voting.

– App-I-25 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Company may by ordinary Resolution, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.
Except so far as otherwise provided by the conditions of issue or by these Bye-Laws, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company and such shares shall be subject to the provisions contained in these Bye-Laws with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.
All unissued shares shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it in its absolute t to their nominal value.

discretion thinks fit, but so that no shares shall be issued at a discoun ~~t~~ The Directors shall, as regards any offer or allotment of shares, comply with the provisions of the Companies act, if and so far as such provisions may be applicable thereto. ~~nN~~ either 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 offer, option or shares to shareholders or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Shareholders affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of shareholders for any purpose whatsoever.

The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies act shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued.
Except as otherwise expressly provided by these Bye-Laws or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any shares except an absolute right to the entirety thereof of the registered holder.

– App-I-26 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

(A) The Board shall cause to be kept a register of the shareholders and there shall be entered therein the particulars required under the Companies act.
(B) Subject to the provisions of the Companies act, if the Board considers it necessary or appropriate, the Company may establish and maintain a local or branch register at such location outside Bermuda as the Board thinks fit and, while the issued share capital of the Company is, with the consent of the Board, listed on any stock exchange in the Relevant territory, the Company shall keep a branch register in the Relevant territory.
(C) The register and branch register of shareholders, as the case may be, shall be open to inspection for at least two (2) hours during business hours by members of the public without charge, at the Registered office or such other place at which the principal Register or branch register of the Company maintained in Hong Kong is kept in accordance with the Companies act.
Every person whose name is entered as a shareholder in the register shall be entitled without payment to receive within two months after allotment or lodgment of a transfer (or within such other period as the conditions of issue shall provide or, such shorter period as such stock exchange may from time to time prescribe) one certificate for all his shares, or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange on which the shares are listed, upon payment, in the case of a transfer, of such sum (not exceeding in the case of any share capital listed on a stock exchange in the Relevant territory, HK$2.50 or such greater sum as such stock exchange may from time to time permit, and in the case of any other shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such other sum as the Company may by ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of the joint holders shall be sufficient delivery to all such holders.
Every certificate for shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a Securities Seal.

– App-I-27 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Every share certificate hereafter issued shall specify the number and class of shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Board may from time to time prescribe. ~~aA~~ share certificate shall relate to only one class of shares and where the capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those which carry the general voting at general meeting, must include the words “restricted voting” or “limited voting” or some other appropriate designation which is commensurate with the rights attaching to the relevant class of shares.
(A) The Company shall not be bound to register more than four persons as joint holders of any share.

If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notice and, subject to the provisions of these Bye-Laws, all or any other matter connected with the Company, except the transfer of the shares.

If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in the Relevant territory, HK$2.50 or such other sum as such stock exchange may from time to time permit, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such sum as the Company may by ordinary Resolution determine) as the Board shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

LIEN

The Company shall have a first and paramount lien and charge on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share. ~~t~~ The Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a shareholder, whether singly or jointly with any other person or persons, for all the debts and liabilities of such shareholders or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such shareholder, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such shareholder or his estate and any other person, whether a shareholder of the Company or not. ~~tT~~ he Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. ~~t~~ The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Bye-Law.

– App-I-28 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, but no sale shall be made unless such 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 days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfillment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled to the shares by reason of such holder’s death, bankruptcy or winding-up.
The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. ~~f~~ For the purpose of giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in relating to the sale.

CALLS ON SHARES

The Board may from time to time make such calls as it may think fit upon the shareholders in respect of any moneys unpaid on the shares held by them respectively (whether on account of the nominal value of shares or by way of premium) and not by the conditions of issue or allotment thereof made payable at a fixed time. ~~a~~ A call may be made payable either in one sum or by installments.
Fourteen days’ notice at least of any call shall be given specifying the time and place of payment and to whom such call shall be paid.
A copy of the notice referred to in Bye-Law 24 shall be sent to shareholders in the manner in which notices may be sent to shareholders by the Company as herein provided.
In addition to the giving of notice in accordance with Bye-Law 25, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the shareholders by notice to be published at least once in the newspapers.
Every shareholder upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the Board shall appoint.
A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

– App-I-29 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The joint holders of a share shall be severally as well as jointly liable for the payment of all calls and installments due in respect of such share or other moneys due in respect thereof.
The Board may from time to time at its discretion extend the time fixed for any call, and may extend such time as regards all or any of the shareholders whom due to residence outside the Relevant territory or other cause the Board may deem entitled to any such extension but no shareholder shall be entitled to any such extension except as a matter of grace and favour.
If the sum payable in respect of any call or installments is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty per cent. per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part.
No shareholder shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another shareholder) at any general meeting, either personally, or (save as proxy for another shareholder) by proxy or by a duly authorised corporate representative, or be reckoned in a quorum, or to exercise any other privilege as a shareholder until all calls or installments due from him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution of the Board making the call has been duly recorded in the minute book of the Board; and that notice of such call was duly given to the shareholder sued, in pursuance of these Bye-Laws; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the nominal value of the share and/or by way of premium, shall for all purposes of these Bye-Laws be deemed to be a call duly made, notified, and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Bye- Laws as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified. ~~tT~~ he Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.

– App-I-30 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Board may, if it thinks fit, receive from any shareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or installments payable upon any shares held by him, and in respect of all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding twenty per cent. per a ~~rm~~ nnum as the Board may decide but a payment in advance of a call shall not entitle the shareholder to receive any dividend or to exercise any other rights or privileges as a shareholder in respect of the share or the due portion of the shares upon which payment has been advanced by such shareholder before it is called up. ~~t~~ The Board may at any time repay the amount so advanced upon giving to such shareholder not less than one month’s notice in writing of their intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

TRANSFER OF SHARES

Subject to the Companies act, all transfers of shares may be effected by transfer in writing in the usual or common form or in such other form as the Board may accept and may be under hand or by means of mechanically imprinted signatures or such other ma ~~rmn~~ ner as the Board may from time to time approve.
The instrument of transfer of any share shall be executed by or on behalf of the transferor and by or on behalf of the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee or accept mechanically executed transfers in any ~~tT~~ he transferor shall be deemed

case in which it thinks fit, in its absolute discretion, to do so. to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. ~~n~~ Nothing in these Bye-Laws shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

(A) The Board may, in its absolute discretion, at any time and from time to time transfer any share upon the principal Register to any branch register or any share on any branch register to the principal Register or any other branch register.
(B) 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 stipulate, and which agreement it shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold) no shares on the principal Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the principal 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 principal Register, at the transfer office. Unless the Board otherwise agrees, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration office.

– App-I-31 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(C) Notwithstanding anything contained in this Bye-Law, the Company shall as soon as practicable and on a regular basis record in the principal Register all transfers of shares effected on any branch register and shall at all times maintain the principal Register in all respects in accordance with the Companies act.
The Board may, in its absolute discretion, and without assigning any reason, 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 option scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register a transfer of any share (whether fully paid up or not) to more than four joint holders or a transfer of any shares (not being a fully paid up share) on which the Company has a lien.
The Board may also decline to recognise any instrument of transfer unless:
(i) such sum, if any, (not exceeding, in the case of any share capital listed on a stock exchange in the Relevant territory, HK$2.50 or such other sum as such stock exchange may from time to time permit, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant register is situate, or otherwise such sum as the Company may by ordinary Resolution determine) as the Board shall from time to time determine is paid to the Company in respect thereof has been paid;
(ii) the instrument of transfer is lodged at the relevant Registration office or, as the case may be, the transfer office accompanied by the certificate of the shares to which it relates, 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);
(iii) the instrument of transfer is in respect of only one class of share;
(iv) the shares concerned are free of any lien in favour of the Company;
(v) if applicable, the instrument of transfer is properly stamped; and
(vi) where applicable, the permission of the Bermuda monetary authority with respect thereto has been obtained.
No transfer of any shares (not being a fully paid up share) shall be made to an infant or to a person of unsound mind or under other legal disability.
If the Board shall refuse to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.

– App-I-32 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued without charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge. ~~t~~ The Company shall also retain the instrument of transfer.
The registration of transfers may be suspended and the register closed, on giving notice by advertisement in an appointed newspaper and in the newspapers or by any electronic means in such manner as may be accepted by the stock exchange in the Relevant Territory, at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares ~~.,~~ provided that the register shall not be closed for ~~more thanp~~ eriods exceeding in the whole thirty (30) days in any year.

TRANSMISSION OF SHARES

In the case of the death of a shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Any person becoming entitled to a share in consequence of the death or bankruptcy or windingup of a shareholder may, upon such evidence as to his title being produced as may from time to time be required by the Board, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.
If the person becoming entitled to a share pursuant to Bye-Law 46 shall elect to be registered himself, as the holder of such share he shall deliver or send to the Company a notice in writing signed by him at (unless the Board otherwise agrees) the Registration office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such shares to his nominee. ~~aA~~ ll the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the shareholder had not occurred and the notice or transfer were a transfer executed by such shareholder.
A person becoming entitled to a share by reason of the death, bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Bye-Law 77 being met, such a person may vote at general meetings of the Company.

– App-I-33 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

FORFEITURE OF SHARES

If a shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, without prejudice to the provisions of Bye-Law 32, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued and which may thereafter accrue up to the date of actual payment.
The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made, such place being either the Registered office or a Registration office. ~~tT~~ he notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. ~~tT~~ he Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Bye-Laws to forfeiture shall include surrender.
Any share so forfeited shall be deemed to be the property of the Company, and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.
A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the forfeited shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment at such rate not exceeding twenty per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. ~~fF~~ or the purposes of this Bye-Law any sum which by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that such time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

– App-I-34 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. ~~tT~~ he Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
When any share shall have been forfeited, notice of the forfeiture shall be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.
Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares, and upon such further terms (if any) as it thinks fit.
The forfeiture of a share shall not prejudice the right of the Company to any call already made or installment payment thereon.
(A) The provisions of these Bye-Laws as to forfeiture shall apply in the case of non-payment of any sum which, by terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
(B) In the event of a forfeiture of shares the shareholder shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the shares so forfeited and in any event the certificates representing shares so forfeited shall be void and of no further effect.

– App-I-35 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

ALTERATION OF CAPITAL

(A) The Company may from time to time by ordinary Resolution:
(i) increase its capital as provided by Bye-Law 7;
(ii) consolidate or divide all or any of its share capital into shares of larger amount than its existing shares; and on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into a consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit;
(iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favorable voting rights, must include the words “restricted voting” or “limited voting”;
(iv) sub-divide its shares or any of them into shares of smaller amount than is fixed by the memorandum of association, subject nevertheless to the provisions of the Companies act, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;
(v) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;

– App-I-36 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(vi) make provision for the issue and allotment of shares which do not carry any voting rights; and
(vii) change the currency denomination of its share capital.
(B) The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or, save for the use of share premium as expressly permitted by the Companies act, any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by law.

GENERAL MEETINGS

(A) The Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year and shall specify the meeting as such in the notice calling it; and ~~not more than fifteen months shall elapse between the date of ones~~ uch annual general meeting must be held within six (6) months after the end of the Company ~~and that of~~ ’s fnancial year (or such longer period as may be permitted by the ~~next~~ Listing Rules). ~~t~~ The annual general meeting shall be held in the Relevant territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. ~~a~~ A meeting of the shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
(B) Save where a general meeting is required by the Companies act, a resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Bye-Laws, be treated as an ordinary Resolution duly passed at a general meeting of the Company and, where relevant, as a Special Resolution so passed. ~~aA~~ ny such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last shareholder to sign, and where the resolution states a date as being the date of his signature thereof by any shareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant shareholders.
All general meetings other than annual general meetings shall be called special general meetings.

– App-I-37 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Board may, whenever ~~it t~~ hey think ~~s~~ fit, convene a special general meeting ~~, and special~~ . Special general meetings shall also be convened on the requisition ~~, as provided by~~ of one or more shareholders holding, at the date of deposit of the requisition, not less than ten (10) per cent of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring a special general meeting to be called by the Board for the transaction of any business or resolution specifed in such requisition. 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 accordance with the provisions of Section 74(3) of the Companies ac ~~t, and, in default, may be convened by the requisitionists~~ .

An annual general meeting and a meeting called for the passing of a Special Resolution shall be called by at least twenty-one days’ notice in writing, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a Special Resolution shall be called by at least fourteen days’ notice in writing. ~~tT~~ he notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Bye-Laws, entitled to receive such notices from the Company, provided that, subject to the provisions of the Companies act, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Bye-Law be deemed to have been duly called if it is so agreed:
(i) in the case of a meeting called as the annual general meeting, by all the shareholders entitled to attend and vote thereat; and
(ii) in the case of any other meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.
(A) The accidental omission to give any notice to or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting.
(B) In the case where instruments of proxy are sent out with any notice, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice of the relevant meeting shall not invalidate any resolution passed or any proceeding at any such meeting.

– App-I-38 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

PROCEEDINGS AT GENERAL MEETINGS

All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of auditors and other officers in the place of those retiring, the fixing of the remuneration of the auditors, and the voting of ordinary or extra or special remuneration to the Directors.
For all purposes the quorum for a general meeting shall be two shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorised corporate representative or by proxy and entitled to vote. ~~noN~~ o business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the meeting.
If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board.
The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or Deputy Chairman, or, if at any general meeting neither of such Chairman or Deputy Chairman is present within fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as Chairman, and if no Director be present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the shareholders present shall choose one of their number to be Chairman.
The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. ~~noN~~ o business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

– App-I-39 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

At any general meeting a resolution put to the vote of the 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 hand ~~s unless a poll.~~ -

For purposes of this Bye Law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its shareholders; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and efectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views. Where a show of hands is ~~(a~~ llowed, before or on the declaration of the result of the show of hands ~~or on the withdrawal of any other demand for~~ , a pol ~~l)~~ may be demanded:

(i) by the Chairman of the meeting; or
(ii) by at least three shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or
(iii) by any shareholder or shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or
(iv) by any shareholder or shareholders present in person or, in the case of a shareholder being a corporation, by its duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll be so demanded and the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

If a poll is demanded as aforesaid, it shall (subject as provided in Bye-Law 72) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chairman directs. ~~no~~ No notice need be given of a poll not taken immediately. ~~tT~~ he result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. ~~t~~ The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking hands of the poll, whichever is the earlier.

– App-I-40 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote the Chairman shall determine the same, and such determination shall be final and conclusive.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
For the purposes of section 106 of the Companies act, a Special Resolution of the Company, and of any relevant class of shareholders, shall be required to approve any amalgamation agreement as referred to in that section.

VOTES OF SHAREHOLDERS

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every shareholder who is present in person or, in the case of a shareholder being a corporation by a duly authorised corporate representative, or by proxy shall have one vote, and on a poll every shareholder present in person or, in the case of a shareholder being a corporation by a duly authorised corporate representative, or by proxy shall have one vote for every share of which he/it is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or installments shall be treated for the purposes of this Bye-Law as paid up on the share). ~~onO~~ n a poll a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way. ~~nN~~ otwithstanding anything contained in these Bye-Laws, where more than one proxy or corporate representative is appointed by a shareholder which is a Clearing House (or its nominee(s)), each such proxy or corporate representative shall have one vote on a show of hands.
76A. Where any shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder (whether by way of proxy or, as the case may be, corporate representative) in contravention of such requirement or restriction shall not be counted.

– App-I-41 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Any person entitled under Bye-Law 46 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purposes of this Bye-Law be deemed joint holders thereof.
A shareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may on a poll vote by proxy. ~~e~~ Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Bye-Laws for the deposit of instruments of proxy or, if no place is specified, at the Registration office.
(A) Save as expressly provided in these Bye-Laws, no person other than a shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another shareholder) either personally or by proxy or to be reckoned in a quorum (save as proxy for another shareholder), at any general meeting.
(B) Subject to Bye-Law 76 ~~(A),~~ no objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. ~~a~~ Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.
(C) All shareholders have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.

– App-I-42 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. ~~a~~ A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. ~~aA~~ proxy need not be a shareholder. In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent as such shareholder could exercise, including the right to speak and to vote, and where a show of hands is allowed, the right to vote individually on a show of hands.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration office) not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. ~~noN~~ o instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.
The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit. ~~p~~ Provided that any form issued to a shareholder for use by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the shareholder, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

– App-I-43 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

A vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration office, or at such other place as is referred to in Bye-Law 83, at least two hours before the commencement of the meeting or adjourned meeting at which the proxy is used.
(A) Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its corporate representative at any meeting of the Company or of any class of shareholders of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder of the Company. References in these Bye-Laws to a shareholder present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a shareholder represented at the meeting by such duly authorised corporate representative or by one or more proxies. ~~nN~~ othing contained in this Bye-law shall prevent a corporation which is a shareholder of the Company from appointing one or more proxies to represent it pursuant to Bye-law 81.
(B) If a Clearing House (or its nominee) is a shareholder of the Company, it may appoint such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or representatives, to the extent permitted by the Companies act, at any meeting of the Company or at any meeting of any class of shareholders of the Company provided that, if more than one proxy or, corporate representative is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy or corporate representative is so appointed. a person so appointed under the provisions of this Bye-law shall be entitled to exercise the same powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing House (or its nominee) could exercise as if it were an individual shareholder including the right to speak and to vote and, where a show of hands is allowed, the right to vote individually on a show of hands. ~~t~~ The number of persons a Clearing House (or its nominee) may appoint to act as its corporate representative or representatives shall not exceed the number of shares held by a Clearing House (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.

REGISTERED OFFICE

The Registered office shall be at such place in Bermuda as the Board shall from time to time appoint.

– App-I-44 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

BOARD OF DIRECTORS

The number of Directors shall not be less than two. ~~tT~~ he Company shall keep at the Registered office a register of its directors and officers in accordance with the Statutes.
The Company in general meeting may by ordinary Resolution elect a person or persons qualified to be Directors to act as Directors in the alternative to any of the Directors of the Company or may authorise the Board to appoint such alternate Directors. ~~a~~ Any alternate Director may be removed by the Company in general meeting by ordinary Resolution and, if appointed by the Board, may be removed by the Board and, subject thereto, the office of alternate Director shall continue until the next annual election of Directors in accordance with Bye-Law 99 or, if earlier, the date on which the relevant Director ceases to be a Director. ~~anA~~ n alternate Director may also be a Director in his own right and may act as alternate to more than one Director.
(A) A Director may at any time, by notice in writing signed by him delivered to the Registered office or to the Head office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. ~~tT~~ he appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.
(B) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the ordinary remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
(C) An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-Laws shall apply as if he were a Director.
(D) Every person acting as an alternate Director shall (except as regards power to appoint an alternate Director and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors 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.

– App-I-45 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(E) Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). ~~tT~~ he signature of an alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.
(F) No alternate Director shall by virtue of that position be a director for the purposes of the Companies act, but shall nevertheless be subject to the provisions of the Companies act in so far as they relate to the duties and obligations of directors (other than the obligations to hold any qualifying share in the Company) when performing the functions of a Director.
A Director or an alternate Director shall not be required to hold any qualification shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of shareholders of the Company.
The Directors shall be entitled to receive by way of remuneration for their services as Directors such sum as shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. ~~tT~~ he foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors’ fees.
The Directors shall also be entitled to be repaid all traveling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of traveling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged in the business of the Company or in the discharge of their duties as Directors.
The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as the Board may determine.

– App-I-46 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(A) Notwithstanding Bye-Laws 93, 94 and 95, the remuneration of a managing Director, Joint managing Director, Deputy managing Director or an executive Director or a Director appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.
(B) Payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general: meeting.
(A) A Director shall vacate his office:
- (i) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
- (ii) if he becomes a lunatic or of unsound mind;
- (iii) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;
- (iv) if he becomes prohibited by law from acting as a Director;
- (v) if by notice in writing delivered to the Company at its Registered office or at the Head office he resigns his office;
- (vi) if he shall be removed from office by an ordinary Resolution of the Company under Bye-Law 104.
(B) No Director shall be required to vacate office or be ineligible for re-election or reappointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age.

– App-I-47 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(A) Subject to the Companies act, a Director may hold any other office or place of profit with the Company (except that of auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefore (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Bye-Law.
(B) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditors) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
(C) A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. ~~tT~~ he Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
(D) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment or the appointment of any of his close associates as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).
(E) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors or any of the close associate(s) of any such Director(s) to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director, or as the case may be, the close associate(s) of such Director and in such case each of the Directors or any of the close associate(s) of any such Director(s) concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment or that of his close associate(s) (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with any of his close associates owns 5 per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meeting and no or nugatory dividend and return of capital rights).

– App-I-48 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(F) Subject to the Companies act and to the next paragraph of this Bye-Law, no Director or proposed or intended 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 whatever, 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 shareholders for any remuneration, profit or other benefits realised by any such contract or arrangement, by reason only of such Director holding that office or the fiduciary relationship thereby established.
(G) If to the ~~lmk~~ nowledge of a Director, he or any of his close associates, is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company, he shall declare the nature of his or, as the case may be, his close associate(s) interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest or that of his close associate(s) then exists, or in any other case at the first meeting of the Board after he or his close associate(s) knows that he is or has become so interested. ~~fF~~ or the purposes of this Bye-Law, a general notice to the Board by a Director to the effect that (a) he or his close associate(s) is a shareholder of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he or his close associate(s) is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him or any of his close associates, shall be deemed to be a sufficient declaration of interest under this Bye-Law in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

– App-I-49 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

(H) A Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his close associate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor shall he be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:
(i) the giving of any security or indemnity either:
- (a) to the Director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
- (b) 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;
(ii) any 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;
~~(iii) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five per cent (5%) or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;~~

~~(iv~~

(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

– App-I-50 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

  - (b) the adoption, modification or operation of a pension fund or retirement, close

  - death or disability benefits scheme which relates both to Directors, his associates and employees 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; and

( ~~v~~ 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.
(I) A company shall be deemed to be a company in which a Director together with any of his close associates owns five (5) per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he together with his close associates is (either directly or indirectly) the holder of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company (or of any third company, other than the Company or any of its subsidiaries, through which his interest is derived) or of the voting rights of any class of shares available to shareholders of the company. for the purpose of this paragraph there shall be disregarded any shares held by a Director or his close associates as bare or custodian trustee and in which he or such close associate(s) has no beneficial interest, any shares comprised in a trust in which the Director’s or his close associates’ interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or any of his close associates is interested only as a unit holder.
(J) Where a company in which a Director together with any of his close associates holds five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights of any class of shares available to shareholders of the company is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction.

– App-I-51 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(K) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman) or his close associates or as to the entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his close associates concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the Chairman or his close associates such question shall be decided by a resolution of the Board (for which purpose such Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such Chairman or his close associates as known to him has not been fairly disclosed to the Board.

APPOINTMENT AND RETIREMENT OF DIRECTORS

At each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one- third but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. ~~t~~ The retiring Directors shall be eligible for re-election. ~~t~~ The Company at any general meeting at which any Directors retire may fill the vacated offices.
If at any general meeting at which an election of Directors ought to take place the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:
(i) it shall be determined at such meeting to reduce the number of Directors; or
(ii) it is expressly resolved at such meeting not to fill up such vacated offices; or
(iii) in any such case the resolution for re-election of a Director is put to the meeting and lost; or
(iv) such Director has given notice in writing to the Company that he is not willing to be reelected.
The Company in general meeting shall from time to time fix and may from time to time by ordinary Resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall never be less than two.

– App-I-52 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(A) The Company may from time to time in general meeting by ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board.
(B) The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. ~~a~~ Any Director so appointed pursuant to this Bye-Law 102(B) shall hold office only until the ~~nextf~~ rst annual general meeting of the Company after his appointment and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.
No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head office or at the Registration office at least seven days before the date of the general meeting. ~~t~~ The period for lodgment of the notices required under this Bye-law will commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.
The Company may by ordinary Resolution remove any Director (including a managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Bye-Laws or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may elect another person in his stead. ~~a~~ A ny person so elected shall hold office only until the next following annual general

meeting of the Company and shall then be eligible for re-election at such meeting, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

BORROWING POWERS

The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.
The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

– App-I-53 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
Any debentures, debenture stock, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
(A) The Board shall cause a proper register to be kept of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies act with regard to the registration of mortgages and charges as may be specified or required.
(B) If the Company issues a series of debentures or debenture stock not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures.
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the shareholders or otherwise, to obtain priority over such prior charge.

MANAGING DIRECTORS, ETC.

The Board may from time to time appoint any one or more of its body to the office of managing Director, Joint managing Director, Deputy managing Director or other executive Director and/ or such other office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Bye-Law 96.
Every Director appointed to an office under Bye-Law 111 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company, be liable to be dismissed or removed there from by the Board.
A Director appointed to an office under Bye-Law 111 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
The Board may from time to time entrust to and confer upon a managing Director, Joint managing Director, Deputy managing Director or executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

– App-I-54 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

MANAGEMENT

(A) The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities expressly conferred upon it by these Bye-Laws, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and which are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Statutes and of these Bye-Laws and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Bye-Laws, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
(B) Without prejudice to the general powers conferred by these Bye-Laws, it is hereby expressly declared that the Board shall have the following powers:
- i) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium and on such other terms as may be agreed; and
- ii) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

MANAGERS

The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.
The appointment of such general manager, manager or managers may be for such period as the Board may decide and the Board may confer upon him or them all or any of the powers of the Board and such title or titles as it may think fit.
The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in its absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

– App-I-55 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

CHAIRMAN AND OTHER OFFICERS

The Board shall as soon as practicable following each annual general meeting elect one of its body to the office of Chairman of the Company and another to be the Deputy Chairman of the Company and may from time to time elect or otherwise appoint other officers and determine the period for which each of them is to hold office. ~~t~~ The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting. ~~a~~ All the provisions of Bye-Laws 112, 113 and 114 shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Bye-Law.

PROCEEDINGS OF THE DIRECTORS

The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. ~~fF~~ or the purpose of this Bye-Law an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. ~~aA~~ meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
A Director may, and the Secretary shall, on the request of a Director, at any time summon a meeting of the Board which may be held in any part of the world provided that no such meeting shall be summoned to be held outside the territory in which the Head office is for the time being situate without the prior approval of the Directors. ~~nN~~ otice thereof shall be given to each Director and alternate Director either in writing or by telephone or by telex ~~.~~ or telegram at the address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. ~~aA~~ Director absent or intended to be absent from the territory in which the Head office is for the time being situate may request the Board that notices of Board meetings shall during his absence be sent in writing to him at his last known address or any other address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from such territory. ~~a~~ A Director may waive notice of any meeting either prospectively or retrospectively.
Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.

– App-I-56 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Bye-Laws for the time being vested in or exercisable by the Board generally.
The Board may delegate any of its powers to committees consisting of such member or members of its body and such other persons as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.
All acts done by any such committee in conformity with such regulations and in fulfillment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.
The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Bye-Law 124.
All acts bona fide done by any meeting of the Board or by any such committee or by any person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee.
The continuing Directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed by or pursuant to these Bye-Laws as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.
A resolution in writing signed by all the Directors except such as are absent from the territory in which the Head office is for the time being situate or temporarily unable to act through illhealth or disability (or their alternate Directors) shall (so long as such a resolution shall be signed by at least two Directors or their alternates and provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors (or their alternates) for the time being entitled to receive notices of Board meetings) be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. ~~a~~ Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

– App-I-57 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

MINUTES

(A) The Board shall cause minutes to be made of:
- (i) all appointments of officers made by the Board;
- (ii) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Bye-Law 124; and
- (iii) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.
(B) Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.
(C) The Directors shall duly comply with the provisions of the Companies act in regard to keeping a register of shareholders and to the production and furnishing of copies of or extracts from such register.
(D) Any register, index, minute book, book of account or other book required by these presents or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner which shall include, without prejudice to the generality thereof, recording by means of magnetic tape, microfilm, computer or any other non-manual system of recording. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.

SECRETARY

The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may be removed by the Board. ~~aA~~ nything by the Statutes or these Bye-Laws required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially on behalf of the Board. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised.
The duties of the Secretary shall be those prescribed by the Companies act and these ByeLaws, together with such other duties as may from time to time be prescribed by the Board.
A provision of the Statutes or of these Bye-Laws 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.

– App-I-58 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

GENERAL MANAGEMENT AND USE OF THE SEAL

(A) Subject to the Statutes, the Company shall have one or more Seals as the Directors may determine. ~~tT~~ he Directors shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Directors or a committee authorised by the Directors in that behalf.
(B) Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary or by two Directors or some other person appointed by the Board for the purpose provided that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic as specified in such resolution or that such certificates need not be signed by any person.
(C) The Company may have a Securities Seal for use for sealing certificates for shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. ~~tT~~ he Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.
(A) The Board may from time to time and at any time, by power of attorney under the Seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
(B) The Company may, by writing under its Seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the Seal.

– App-I-59 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Relevant territory or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding any such vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
The Board may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid and the spouses, widows, widowers, families and dependants of any such persons. ~~tT~~ he Board may also establish and subsidize or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. ~~t~~ The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. ~~a~~ Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

AUTHENTICATION OF DOCUMENTS

Any Director or the Secretary or other authorised officer of the Company shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts there from as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Registered office or the Head office, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid. a document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any local board or committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

– App-I-60 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

CAPITALISATION OF RESERVES

(A) The Company in general meeting may, upon the recommendation of the Board, resolve to capitalize any part of the Company’s reserves (including any contributed surplus account and also including any share premium account or other undistributable reserve, but subject to the provisions of the law with regard to unrealised profits) or undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the shareholders in such proportion as may be approved by the Board, whether pro-rata to all shareholders or otherwise, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such shareholders respectively or paying up in full unissued shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such shareholders in such proportion as may be approved by the Board as aforesaid, or partly in one way and partly in the other provided that for the purpose of this Bye-Law, any amount standing to the credit of any share premium account may only be applied in the paying up of unissued shares to be issued to shareholders of the Company as fully paid and provided further that any sum standing to the credit of the share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.
(B) Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. for the purpose of giving effect to any resolution under this Bye-Law, the Board may settle any difficulty which may arise in regard to a capitalization issue as it thinks fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any shareholders in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the shareholders concerned. ~~tT~~ he Board may appoint any person to sign on behalf of the persons entitled to share in a capitalization issue a contract for allotment and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalized.

DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES

The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.

– App-I-61 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

(A) The Board may subject to Bye-Law 143 from time to time pay to the shareholders such interim dividends as appear to the Board to be justified by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights.
(B) The Board may also pay half-yearly or at other suitable intervals to be settled by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment.
(A) No dividend shall be declared or paid and no distribution of contributed surplus made otherwise than in accordance with the Statutes. ~~no~~ No dividend shall be paid otherwise than out of profits available for distribution.
(B) Subject to the provisions of the Companies act (but without prejudice to paragraph (A) of this Bye-Law), where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for dividend accordingly. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalize the same or any part thereof.
(C) Subject to Bye-Law 143 (D) all dividends and other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of shares denominated in United States dollars, in United States dollars, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.
(D) If, in the opinion of the Board, any dividend or other distribution in respect of shares or any other payment to be made by the Company to any shareholder is of such a small amount as to make payment to that shareholder in the relevant currency impracticable or unduly expensive either for the Company or the shareholder then such dividend or other distribution or other payment may, at the discretion of the Board, be paid or made in the currency of the country of the relevant shareholder (as indicated by the address of such shareholder on the register).

– App-I-62 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Notice of the declaration of an interim dividend shall be given by advertisement in the Relevant territory and in such other territory or territories as the Board may determine and in such manner as the Board shall determine.
No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.
Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe for securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. Where requisite, the Board may appoint any person to sign a contract on behalf of the persons entitled to the dividend and such appointment shall be effective. ~~t~~ The Board may resolve that no such assets shall be made available or paid to shareholders 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 and in such event the only entitlement of the shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of shareholders for any purpose whatsoever.

– App-I-63 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(A) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:

either

(i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:
(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis,

– App-I-64 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(ii) that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Directors may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall apply:
(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholder of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

– App-I-65 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

(B) The shares allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank pari passu in all respects with the shares then in issue save only as regards participation:
(i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend.

Unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this Bye-Law in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank for participation in such distribution, bonus or rights.

(C) The Board may do all acts and things considered necessary or expedient to give effect to any capitalization pursuant to the provisions of paragraph (A) of this Bye-Law with full power to the Board to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the shareholders concerned). ~~t~~ The Board may authorise any person to enter into on behalf of all shareholders interested an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(D) The Company may upon the recommendation of the Board by Special Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Bye-Law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(E) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Bye-Law shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.

– App-I-66 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalizing dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. ~~tT~~ he Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.
Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. ~~fF~~ or the purposes of this Bye-Law no amount paid on a share in advance of calls shall be treated as paid on the share.
(A) The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
(B) The Board may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable by him to the Company on account of calls, installments or otherwise.
Any general meeting sanctioning a dividend may make a call on the shareholders of such amount as the meeting fixes, but so that the call on each shareholder shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the shareholder, be set off against the call.
A transfer of shares shall not pass the right to any dividend or bonus declared thereon before the registration of the transfer.
If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividends, interim dividends or bonuses and other moneys payable in respect of such shares.

– App-I-67 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Unless otherwise directed by the Board, any dividend or bonus may be paid by cheque or warrant sent through the post to the registered address of the shareholder entitled, or, in case of joint holders, to the registered address of that one whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. ~~e~~ Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented th ~~etr~~ eby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.
All dividends, bonuses or other distributions or the proceeds of the realizations of any of the foregoing unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and notwithstanding any entry in any books of the Company or otherwise howsoever, the Company shall not be constituted a trustee in respect thereof. all dividends, bonuses or other distributions or the proceeds of the realizations of any of the foregoing unclaimed for six years after having been declared may be forfeited by the Board and upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or reissued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.
Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable or made to the persons registered as the holder of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend or other distribution between the transferors and transferees of any such shares. ~~t~~ The provisions of this Bye-Law shall mutatis mutandis apply to bonuses, capitalization issues, distributions of realised capital profits or offers or grants made by the Company to the shareholders.

DISTRIBUTION OF REALISED CAPITAL PROFITS

The Company in general meeting may at any time and from time to time resolve that any surplus moneys in the hands of the Company representing capital profits arising from moneys received or recovered in respect of or arising from the realization of any capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst the ordinary shareholders on the footing that they receive the same as capital and in the shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of dividend, provided that no such profits as aforesaid shall be so distributed unless there shall remain in the hands of the Company a sufficiency of other assets to answer in full the whole of the liabilities and paid-up share capital of the Company for the time being.

– App-I-68 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

ANNUAL RETURNS

The Board shall make or cause to be made such annual or other returns or filings as may be required to be made in accordance with the Statutes.

ACCOUNTS

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 receipts and expenditure take place; and of the property, assets, credits and liabilities of the Company and of all other matters required by the Statutes or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.
The books of account shall be kept at the Head office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Statutes shall also be kept at the Registered office.
No shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.
(A) The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Statutes.
(B) Subject to paragraph (C) below, every balance sheet of the Company shall be signed on behalf of the Board by two of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its ~~armn~~ nual general meeting, together with a copy of the Directors’ report and a copy of the auditors’ report, shall not less than twenty-one days before the date of the meeting be sent to every shareholder of, and every holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of the Companies act or these Bye-Laws, provided that this Bye-Law shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures, but any shareholder or holder of debentures to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head office or the Registration office. If all or any of the shares or debentures of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents as may for the time being be required under its regulations or practice.

– App-I-69 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(C) ~~tT~~ he Company may send summarized financial statements to shareholders of the Company who have, in accordance with the Statutes and any applicable rules prescribed by the Stock ~~eE~~ xchange of Hong Kong Limited, consented and elected to receive summarized financial statements instead of the full financial statements. ~~t~~ The summarized financial statements must be accompanied by an auditor’s report and notice informing the shareholder how to notify the Company that he elects to receive the full financial statements. ~~tT~~ he summarized financial statements, notice and auditor’s report must be sent not less than twenty-one days before the general meeting to those shareholders that consented and elected to receive the summarized financial statements.
(D) Subject to section 88 of the Companies act, the Company shall send the full financial statements to a shareholder within seven days of receipt of the shareholder’s election to receive the full financial statements.

AUDITORS

(A) Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Companies act.
(B) The Company shall at each a ~~rmn~~ nual general meeting by ordinary Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting, but if an appointment is not made, the auditors in office shall continue ~~a~~ A
in office until a successor is appointed. Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Director, officer or employee shall not be capable of being appointed auditors of the Company.
(C) Subject to Bye Law 163(D), the Board may fill any casual vacancy in the office of auditors, but while any such vacancy continues the surviving or continuing auditors (if any) may act. ~~Subject as otherwise provided by the Companies act, the~~ An auditor so appointed shall hold office until the next following annual general meeting of the -
Company and shall then be subject to appointment by the shareholders under this Bye Law at such remuneration to be determined by the shareholders under this Bye-Law. The remuneration of the auditors shall be fixed by ~~or on the authority of the Company in the annual general meeting except that in any particular year~~ the Company by ordinary Resolution in general meeting ~~may delegate the fixing of~~ or in such ~~remuneration tom~~ anner as the ~~Boards~~ hareholders may by ordinary Resolution determine and the remuneration of any auditors appointed to fill any casual vacancy may be fixed by the Directors.
(D) The shareholders may, at any general meeting convened and held in accordance with -
these Bye Laws, remove the auditor or auditors by extraordinary Resolution at any time before the expiration of the term of ofce and shall, by ordinary Resolution, at that meeting appoint another auditor in its place for the remainder of the term.

– App-I-70 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

The auditors shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information as may be necessary for the performance of his or their duties, and the auditors shall make a report to the shareholders on the accounts examined by them and on every balance sheet, consolidated balance sheet and consolidated profit and loss account intended to be laid before the Company in the annual general meeting during their tenure of office as required by the Statutes.
A person other than the retiring auditors shall not be capable of being appointed auditors at an annual general meeting unless notice of an intention to nominate that person to the office of auditors has been given to the Company not less than fourteen days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring auditors and shall give notice thereof to the shareholders not less than seven days before the annual general meeting provided that the above requirements may be waived by notice in writing by the retiring auditors to the Secretary provided that if after a notice of the intention to nominate auditors has been so given an annual general meeting is called for a date fourteen days or less after that notice has been given, the notice, though not given within the time required by this Bye-Law, shall be deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the Company may instead of being sent or given within the time required by this provision be sent or given at the same time as the notice of the annual general meeting.
Subject to the provisions of the Companies act, all acts done by any person acting as auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in their appointment or that they were at the time of their appointment not qualified for appointment or subsequently became disqualified.

NOTICES

(A) (1) Except where otherwise expressly stated, any notice to be given to or by any person pursuant to these Bye-laws shall be in writing or, to the extent permitted by the Statutes and any applicable rules prescribed by the Stock ~~eE~~ xchange of Hong Kong Limited from time to time and subject to this Bye-law, contained in an electronic communication. ~~aA~~ notice calling a meeting of the Directors need not be in writing.

– App-I-71 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

  - (2) A notice in respect of any document (including a share certificate) may be served on or delivered to any shareholder of the Company either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the shareholder or by any other means authorised in writing by the shareholder concerned or by publishing it by way of advertisement in at least one ~~e~~ English language newspaper and one Chinese language newspaper circulating generally in the Relevant territory. In 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 sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Statutes and any rules prescribed by the Stock ~~e~~ Exchange of Hong Kong Limited from time to time, a notice or document may be served or delivered by the Company to any shareholder by electronic means to such address as may from time to time be authorised by the shareholder concerned or by publishing it on a computer network and notifying the shareholder concerned, in such manner as he may from time to time authorise, that it has been so published.

  - (3) Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service or delivery. ~~noN~~ o change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Bye-laws, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.

(B) (1) Any notice or document required to be sent to or served upon the Company or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid envelope or wrapper addressed to the Company or to such officer at the Head office or Registered office.
- (2) The Board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they fit for verifying the authenticity or integrity of any such electronic communication. ~~a~~ Any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the Board.
Any shareholder whose registered address is outside the Relevant territory may notify the Company in writing of an address in the Relevant territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the shareholder is outside the Relevant territory, notice, if given through the post, shall be sent by prepaid airmail letter.

– App-I-72 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

Any notice or other document, if sent by mail, postage prepaid, shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing the same is put into the post. In proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. ~~aA~~ ny notice or document not sent by post but left by the Company at the address of a shareholder noted on the register shall be deemed to have been served or delivered on the day it was so left. any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to be have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. ~~a~~ Any notice or document served or delivered by the Company by any other means authorised in writing by the shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose. ~~aA~~ ny notice or other document published by way of advertisement in the newspapers or in an appointed newspaper or posted on a computer network shall be deemed to ~~li~~ have been served or delivered on the day it was so published or posted.
A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a shareholder by sending it through the post in a prepaid envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.
Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.
Any notice or document delivered or sent by post to, or left at the registered address of, any shareholder in pursuance of these presents, shall notwithstanding that such shareholder be then deceased or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.
The signature to any notice to be given by the Company may be written or printed.

– App-I-73 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

INFORMATION

No shareholder (not being a Director) 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, mystery of trade or secret process which may relate to the conduct of the business of the Company which in the opinion of the Board it will be inexpedient in the interests of the shareholders of the Company to communicate to the public.

WINDING UP

A resolution that the Company be wound up by the Court or be wound up voluntarily shall be a Special Resolution.
If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the shareholders in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up on the shares held by them respectively.
If the Company shall be wound up (whether the liquidation is voluntary or ordered by the Court) the liquidator may, with the sanction of a Special Resolution, divide among the shareholders in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders and the shareholders within each class. ~~tT~~ he liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any shares or other assets upon which there is a liability.

– App-I-74 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

INDEMNITY

Save and except so far as the provisions of this Bye-Law shall be avoided by any provisions of the Statutes, the Directors, managing Directors, alternate Directors, auditors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets 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 executors or administrators, shall or may incur or sustain 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, except such (if any) as they shall incur or sustain through their own willful neglect or default, fraud and dishonesty respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out 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, except as the same shall happen by or through their own willful neglect or default, fraud and dishonesty respectively.

UNTRACEABLE SHAREHOLDERS

Without prejudice to the rights of the Company under Bye-Law 155 and the provisions of ByeLaw 180, the Company may cease sending such 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.
The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a shareholder who is untraceable, but no such sale shall be made unless:
(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Bye-Laws of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the shareholder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;

– App-I-75 –

APPENDIX I AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

(iii) the Company has caused an advertisement to be inserted in the newspapers of its intention to sell such shares and a period of three months has elapsed since the date of such advertisement; and
(iv) the Company has notified the stock exchange in the Relevant territory of its intention to affect such sale.

For the purpose of the foregoing, “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (iii) of this Bye-Law and ending at the expiry of the period referred to in that paragraph.

To give effect to any such sale the Board may authorise any person to transfer the said shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. ~~t~~ The net proceeds of the sale will belong to the Company and upon receipt by the Company of such proceeds it shall become indebted to the former shareholder for an amount equal to such net proceeds. no trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. ~~aA~~ ny sale under this Bye-Law shall be valid and effective notwithstanding that the shareholder holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

DESTRUCTION OF DOCUMENTS

Subject to the Companies act, the Company may destroy:
(a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;
(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;
(c) any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration; and
(d) any other document, on the basis of which any entry in the register is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of it;

– App-I-76 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. ~~p~~ Provided always that:

(i) the foregoing provisions of this Bye-Law shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(ii) nothing contained in this Bye-Law shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and
(iii) references in this Bye-Law to the destruction of any document include reference to its disposal in any manner.

RESIDENT REPRESENTATIVE

Pursuant to the provisions of the Statutes, the Board shall, for so long as the Company does not have a quorum of Directors ordinarily resident in Bermuda, appoint a Resident Representative as defined in the Statutes, to act on its behalf in Bermuda and to maintain all such records as may be required by the Statutes to be maintained in Bermuda and to make all necessary filings with the ministry of finance and Registrar of Companies in Bermuda as may be required by the Statutes and to fix his or their or its remuneration either by way of salary or fee for the period of the Resident Representative’s service to the Company.

MAINTENANCE OF RECORDS

The Company shall keep at the office of its Resident Representative, in accordance with the provisions of the Statutes, the following:
(i) minutes of all proceedings of general meetings of the Company;
(ii) all financial statements required to be prepared by the Company under the Companies act together with the auditors’ report thereon;
(iii) all records of account required by section 83 of the Companies act to be kept in Bermuda; and

– App-I-77 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(iv) all such documents as may be required in order to provide evidence of the continued listing of the Company on an appointed stock exchange within the meaning of the Companies act.

SUBSCRIPTION RIGHT RESERVE

(A) Subject to the Statutes if, so long as any of the rights attaching to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:
(i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Bye-Law) maintain in accordance with the provisions of this Bye-Law a reserve (the “Subscription right reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalized and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full such difference in respect of such additional shares as and when the same are allotted;
(ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than the share premium account and capital redemption reserve fund) have been used and will only be used to make good losses of the Company if and so far as is required by law;
(iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrant holder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

– App-I-78 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(a) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and
(b) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par;

and immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalized and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrant holder; and

(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrant holder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, contributed surplus account, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. ~~pP~~ ending such payment up and allotment, the exercising warrant holder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. the rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefore and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrant holder upon the issue of such certificate.
(B) Shares allotted pursuant to the provisions of this Bye-Law shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. ~~n~~ Notwithstanding anything contained in paragraph (A) of this Bye-Law, no fraction of any share shall be allotted on exercise of the subscription rights.

– App-I-79 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(C) The provisions of this Bye-Law as to the establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrant holder or class of warrant holders under this Bye-Law without the sanction of a Special Resolution of such warrant holders or class of warrant holders.
(D) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrant holders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrant holders and shareholders.

RECORD DATES

Notwithstanding any other provision of these Bye-Laws the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made.

STOCK

The following provisions shall have effect at any time and from time to time that they are not prohibited or inconsistent with the Statutes:
(1) The Company may by ordinary Resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.
(2) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. ~~noN~~ o warrants to bearer shall be issued in respect of any stock.

– App-I-80 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES

APPENDIX I

(3) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.
(4) Such of the provisions of these Bye-Laws as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

– App-I-81 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

The following are the Proposed Full-blown Amendments. Unless otherwise specified, clauses, paragraphs and bye-law numbers referred to herein are clauses, paragraphs and bye-law numbers of the New Full-blown Amended Bye-laws. If the serial numbering of the clauses of the Bye-laws is changed due to the addition, deletion or re-arrangement of certain clauses made in these amendments, the serial numbering of the clauses of the Bye-laws as so amended shall be changed accordingly, including cross-references.

Note: The New Full-blown Amended Bye-laws are prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

PRELIMINARY

(A) ~~(Deleted)H~~ eadings and marginal notes to, and the index (if any) of, these Bye-Laws -

do not form part of these Bye Laws and shall not affect their interpretation and, in the -

interpretation of these Bye Laws, unless there be something in the subject or context inconsistent therewith:–

“ appointed newspaper ” shall have the meaning as defined in the Companies ~~act~~ Act;

~~“~~ ~~associate(s) ” shall has the meaning attributed to it in the Listing Rules from time to time;~~

“ auditors ” shall mean the persons for the time being performing the duties of that office;

“ Bermuda ” shall mean the Islands of Bermuda;

“ the Board ” or “ the Directors ” shall mean the ~~board of~~ directors ~~of the Company as constituted f~~ rom time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;

“ ~~these~~ ~~B~~ ye-Laws ~~” or “~~ ~~these presents ”~~ shall mean these Bye-Laws in their present form and all supplementary, amended or substituted Bye-Laws for the time being in force;

“ Business Day ” shall mean a day (other than a Saturday or Sunday or any day on which a tropical cyclone warning no. 8 or above or a ~~“b~~ lack rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5.00 p.m.) on which banks are open for business in Hong Kong;

“ call ” shall include any insta ~~llm~~ ent of a call;

– App-II-1 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

“ capital ” shall mean the share capital from time to time of the Company;

“ the Chairman ” shall mean the chairman presiding at any meeting of shareholders or of the Board;

“ clear days ” in relation to the period of notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take efect;

“ Clearing House ” shall mean a ~~recognised~~ clearing house ~~within the meaning of the Securities and futures ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house or authorised shares depository~~ recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction including but not limited to HKSCC;

“ close associates ” in relation to any Director, shall have the meaning as ascribed to it in the - Listing Rules except that for purposes of Bye Law 97 where the transaction or arrangement to be approved by the Board is a connected transaction under Chapter 14A of the Listing Rules, it shall have the same meaning as that ascribed to “ associate ” in the Listing Rules;

“ the Companies ~~a~~ Act ” shall mean the Companies ~~a~~ Act 1981 of Bermuda as may from time to time be amended;

“ the Company ” or “ this Company ” shall mean ~~Hong Kong pharmaceutical Holdings LimitedC~~ oncord New Energy Group Limited incorporated in Bermuda on 27 June 1997;

~~“~~ ~~corporate representative ” means any person appointed to act in that capacity pursuant to Bye-Law 87(A) or 87(B)~~

“ Company’s website ” shall mean the website of the Company to which any shareholder may have access, the address or domain name of which has been notifed to the shareholders at the time the Company seeks the relevant shareholder’s consent for the purposes of Bye-Law 166 or, as subsequently amended by notice given to the shareholders in accordance with Bye-Law 166;

“ debenture ” and “ debenture holder ” shall respectively include “ debenture stock ” and “ debenture stockholder ”;

“ Director ” ~~meanss~~ hall mean a director of the Company and includes an alternate in his capacity as a director of the Company;

“ dividend ” shall include scrip dividends, distributions in specie or in kind, capital distributions and capital ~~iz~~ sation issue ~~s, if not inconsistent with the subject or context;~~

– App-II-2 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

“ electronic ~~”~~ communication ” shall mean ~~relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the electronic transactions act 1999 of Bermuda as may be amended from time to timea~~ communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium;

“ electronic meeting ” shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by shareholders and/or proxies by means of electronic facilities;

~~“~~ ~~full fnancial statements ” shall mean the fnancial statements that are required under section 87(1) of the Companies act as may be amended from time to time;~~

“ Head ~~o~~ Of fice ” shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company;

“ HK$ ” shall mean Hong Kong dollar ~~s or other lawful currency of~~ ;

“ HKSCC ” shall mean Hong Kong Securities Clearing Company Limited;

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

“ Hong Kong ” shall mean the Hong Kong Special administrative Region of the ~~p~~ People’s Republic of China;

~~“~~ ~~holding company ” and “~~ ~~subsidiary ” shall have the meanings ascribed to them in the Listing Rules;~~

“ Listing Rules ” shall mean the Rules Governing the Listing of Securities on ~~t~~ The Stock ~~e~~ Exchange of Hong Kong Limited (as amended from time to time ~~)”~~ ;

“ Meeting Location ” has the meaning given to it in Bye-Law 69A;

“ memorandum of association ” shall mean the memorandum of association of the Company, as amended from time to time;

“ month ” shall mean a calendar month;

– App-II-3 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

“ newspapers ”, in relation to the publication in newspapers of any notice, shall mean in ~~eE~~ nglish in one ~~leading eE~~ nglish language daily newspaper and (unless unavailable) in Chinese in one ~~leading~~ Chinese language daily newspaper, in each case published and circulating generally in the Relevant ~~t~~ Territory and specified or not excluded for this purpose by the stock exchange in the Relevant ~~tT~~ erritory;

“ Notice ” shall mean written notice unless otherwise specifcally stated and as further defned - in these Bye Laws;

“ ~~o~~ Ordinary Share ” shall mean the ordinary shares of the Company with a par value of HK$0.01 each;

“ ~~ordinary Resolution ” shall have the meaning as defined in Bye-Law 1 (D);~~ ~~p~~ aid ” or “ paid up ” in relation to a share, shall mean paid up or credited as paid up;

~~“~~ ~~pP~~ reference Share(s) ” shall mean the non-redeemable and convertible preference share(s) of HK$0.01 each in the share capital of the Company with limited voting rights and other rights and restrictions set out in Bye-Law 6A;

~~“~~ ~~the principal Register ” shall mean the register of shareholders of the Company maintained in Bermuda~~

“ physical meeting ” shall mean a general meeting held and conducted by physical attendance and participation by shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

“ Principal Meeting Place ” shall have the meaning given to it in Bye-Law 63;

“ the ~~r~~ Register ” shall mean the principal ~~R~~ register and where applicable, any branch register of members to be kept pursuant to the provisions of the ~~Statutes~~ Companies Act;

“ Registered ~~o~~ Office ” shall mean the registered office of the Company for the time being;

“ Registration ~~o~~ Office ” shall mean in respect of any class of share capital, such place or places in the Relevant ~~tT~~ erritory or elsewhere where the Directors from time to time determine to keep a branch register of ~~shareholders~~ members of the Company in respect of that class of share capital and where (except in cases where the Directors otherwise agree) transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered;

– App-II-4 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

“ Relevant Period ” shall mean the period commencing from the date on which any of the securities of the Company become listed on a stock exchange in the Relevant Territory with the consent of the Company to and including the date immediately before the day on which none of the securities are so listed (and so that if at any time listing of any such securities is suspended, they shall nevertheless be treated, for the purpose of this defnition, as listed);

“ Relevant ~~tT~~ erritory ” shall mean Hong Kong or such other territory as the Directors may from time to time decide if the issued ordinary share capital of the Company is listed on a stock exchange in such territory;

“ Seal ” shall mean ~~anyone~~ the common seal of the Company and any one or more ~~commonf~~ ascimile seals from time to time of the Company for use in Bermuda or in any place outside Bermuda;

“ Secretary ” shall mean the person or corporation for the time being performing the duties of that office and includes any assistant, deputy, acting or temporary secretary;

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

“ share ” shall mean share in the capital of the Company and includes stock except where a distinction between stock and shares is expressed or implied;

“ shareholder ” or “ Member ” shall mean the duly registered holder from time to time of the shares in the capital of the Company;

~~“~~ ~~Special Resolution ”~~ ~~s~~ ubsidiary ” shall have the ~~meaningm~~ eanings ascribed to it by section 15 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as ~~defned in Bye-Law1 (C)~~ in force from time to time;

“ Statutes ” shall mean the Companies ~~act, the electronic transactions act 1999 of Bermuda,~~ Act and every other act ~~(as amended from time to time) for the time being in force o~~ f the Legislature of Bermuda applying to or affecting the Company, ~~thei~~ ts memorandum of association and/or these ~~presents~~ Bye-Laws;

~~“~~ ~~summarized financial statements ” shall have the meaning ascribed to them in the section 87a(3) of the Companies act as may be amended from time to time;~~

~~“~~ ~~transfer ofce~~

– App-II-5 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

“ Transfer Office ” shall mean the place where the principal Register is situate for the time being; and

“ writing ” or “ printing ” shall include writing, printing, lithography, photography, typewriting and every other mode of representing words or figures in a legible and non-transitory form, and including where the representation takes the form of electronic display, provided that the same is available for download onto a user’s computer or for printing through conventional small office equipment or is placed on the Company’s website and, in each case, the shareholder - concerned (where the relevant provision of these Bye Laws require the delivery or service of any document or notice on him in his capacity as shareholder) has elected for the receipt of the relevant document or notice through electronic means and both the mode of service of the relevant document or notice and the shareholder’s election comply with all applicable laws and regulations and the requirements of the stock exchange of the Relevant Territory.

(B) In these Bye-Laws, unless there be something in the subject or context inconsistent herewith:
(i) words denoting the singular shall include the plural and words denoting the plural shall include the singular;
(ii) words importing any gender shall include every gender and words importing persons shall include partnerships, firms, companies and corporations;
(iii) subject ~~as aforesaidt~~ o the foregoing provisions of this Bye-Law, any words or expressions defined in the Companies ~~aA~~ ct (except any statutory modification thereof not in force when these Bye-Laws become binding on the Company) shall, if not inconsistent with the subject and/or context, bear the same meaning in these Bye-Laws, save that “company” shall where the context permits include any company incorporated in Bermuda or elsewhere; and
(iv) references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.
(C) A resolution shall be a Special Resolution when it has been passed by a majority of not less than three-fourths of the votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of a shareholder which is corporation, by its duly authorise ~~d corporate~~ representative or, where proxies are allowed, by proxy, at a general meeting of which ~~not less than 21 days’ notice, specifying (without prejudice to the power contained in these presents to amend the same) the intention to propose the resolution as a Special Resolution,N~~ otice has been duly given ~~. provided that, if it is so agreed by a majority in number of the shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as a Special Resolution at a meeting of which less than 21 days’ notice has been given~~ in accordance with Bye-Law 63.

– App-II-6 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(D) A resolution shall be an ~~o~~ Ordinary Resolution when it has been passed by a simple majority of ~~the~~ such shareholders as, being entitled so to do, vote in person or, in the case of a shareholder which is corporation, by its duly authorised representative or, where proxies are allowed, by proxy, at a general meeting of which Notice has been duly given in accordance with Bye-Law 63.
(E) A resolution shall be an Extraordinary Resolution when it has been passed by a majority of not less than two-thirds of votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of a shareholder which is corporation, by its duly authorised ~~corporate r~~ epresentative or, where proxies are allowed, by proxy at a general meeting ~~held in accordance with these presents and of which not less than 14 days’ noticeo~~ f which Notice has been duly given in accordance with Bye-Law 63. ~~provided that, if it is so agreed by a majority in number of the shareholders having a right to attend and vote at any such meeting, being a majority together holding not less than ninety-fve~~
~~(95) per cent. in nominal value of the shares giving that right, a resolution may be proposed and passed as an ordinary Resolution at a meeting of which less than 14 days’ notice has been given.~~
( ~~E~~ F) ~~A Special~~ A Special Resolution or Extraordinary Resolution shall be effective for any purpose for which an ~~oO~~ rdinary Resolution is expressed to be required under any provision of these Bye-Laws or the Statutes.
(G) A reference to a meeting: (a) shall mean a meeting convened and held in any manner -
permitted by these Bye Laws and any shareholder or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that -
meeting for all purposes of the Statutes and these Bye Laws, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Bye-Law 69E.
(H) References to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are -
required by the Statutes or these Bye Laws to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
(I) References to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities.

– App-II-7 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(J) References to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).
(K) Where a Member is a corporation, any reference in these Bye Laws to a Member shall, where the context requires, refer to a duly authorised representative of such Member.
(L) References to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.
Without prejudice to any other requirements of the Statutes, a Special Resolution shall be required to alter the memorandum of association, to approve any amendment of these ~~presentsB~~ ye-Laws or to change the name of the Company.

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by ~~o~~ Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies ~~a~~ Act and with the sanction of a Special Resolution, be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the memorandum of association, at the option of the holde ~~r, 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 shareholders alike.~~
~~tT~~ he Board may, subject to the approval by the shareholders in general meeting, issue warrants to subscribe for any class of shares or securities of the Company on such terms as the Board may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.

– App-II-8 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(A) ~~for the purposes of section 47 ofS~~ ubject to the Companies ~~act~~ Act and without prejudice to Bye-Law 3, if at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies ~~a~~ Act, be varied 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~~ To every such separate general meeting the provisions of these Bye-Laws relating to general meetings shall mutatis mutandis apply, but so that :-
- (i) the necessary quorum (including at an adjourned meeting or postponed meeting) shall be not less than two (2) persons (or, in the case of a shareholder being a corporation, by its duly authorised representative) holding or representing by proxy one-third in nominal value of the issued shares of that class; an ~~d that~~
- (ii) any holder of shares of the class present in person ~~or by proxy or(~~ or, in the case of a shareholder being a corporation, by a duly authorised ~~corporate~~ representative) or by proxy may demand a poll.
(B) ~~(B) the~~ The provisions of this Bye-Law shall apply to the variation or abrogation of the special rights attached to the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.
(C) ~~(C) theT~~ he special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

SHARES AND INCREASE OF CAPITAL

(A) The authorised share capital of the Company on the date that these Bye-Laws come into effect is HK$ ~~601~~ 25,000,000 divided into ~~31~~ 0, ~~50~~ 00,000,000 ~~o~~ Ordinary Shares and 2,500,000,000 ~~p~~ Preference Shares.
(B) ~~(B)~~ Subject to the ~~Statutes, the power contained inC~~ ompanies Act, the memorandum of association and, where applicable, the Listing Rules and/or the rules of any competent regulatory authority, any power of the Company to purchase or otherwise acquire its ~~shares (including its redeemableo~~ wn shares ~~) and warrants~~ shall be exercisable by the Board upon such terms and subject to such conditions as it thinks fit.

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APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~(C) Subject, where applicable, to the rules of any relevant stock exchange, the Company may in accordance with an employees’ share scheme approved by the shareholders in general meeting provide money on such terms as the Board thinks fit for the acquisition of fully or partly paid shares in the Company or its holding company. for the purposes of this Bye-Law, an employees’ share scheme is a scheme for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of bona fide employees or former employees (including, notwithstanding section 96 of the Companies act, any such bona fide employee or former employee who is or was also a director) of the Company, a subsidiary of the Company or holding company or a subsidiary of the Company’s holding company, or the wives, husbands, widows, widowers or children or step-children under the age of twenty-one of such employees or former employees.~~
~~(D) Subject, where applicable, to the rules of any relevant stock exchange, the Company, a subsidiary of the Company or holding company or a subsidiary of the Company’s holding company may make loans to persons (including, notwithstanding section 96 of the Companies act, any such bona fide employee or former employee who is or was also a director) employed in good faith by the Company with a view to enabling those persons to acquire fully or partly paid shares in the Company or its holding company to be held by them by way of benefcial ownership.~~
~~(E) The conditions subject to which money and loans are provided under paragraphs (C) and (D) of this Bye-Law may include a provision to the efect that when an employee ceases to be employed by the Company, the shares acquired with such fnancial assistance shall or may be sold to the Company on such terms as the Board thinks ft~~
(C) Subject to compliance with the Listing Rules and the rules and regulations of any other competent regulatory authority of the Relevant Territory, 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.

RIGHTS OF PREFERENCE SHARES

6A. The ~~p~~ Preference Shares which are convertible into ~~o~~ Ordinary Shares at an initial conversion price of HK$0.027 per ~~oO~~ rdinary Share shall have the following rights, privileges and restrictions:

– App-II-10 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(1) Dividends.

(A) The holders of the ~~pP~~ reference Shares shall be entitled to receive dividends (“ ~~d~~ Dividends ”) at the rate of five (5) per cent per annum of the issue price of each ~~pP~~ reference Share. ~~tT~~ he holders of ~~p~~ Preference Shares shall be entitled to receive Dividends prior to and in preference to the holders of ~~oO~~ rdinary Shares or any other class or series of shares of the Company. ~~noN~~ o dividend, whether in cash, in property or in shares of the Company, shall be allowed to be paid on any other class or series of shares of the Company unless and until all accrued Dividends are first paid or granted in full on the ~~p~~ Preference Shares. ~~t~~ The Dividends payable to the holders of ~~p~~ Preference Shares shall be cumulative.
(B) Subject to the applicable laws, the Dividends shall be paid, if and so far as in the opinion of the Directors, the Company has retained earnings lawfully available for distribution and there is positive cash flow available on 30 September and 31 march (each a “ ~~p~~ Payment ~~d~~ Date ”) in each year (or, if such date is not a Business Day, the preceding Business Day) to the holders of ~~pP~~ reference Shares on the register on such dates in respect of the 6 month period ending on that date, except that the first such payment shall be payable on 30 September (or, if such date is not a Business Day, the preceding Business Day) next following the date of issue of the ~~p~~ Preference Shares, and shall be payable in respect of the period from the date of issue to (but excluding) such ~~pP~~ ayment Date.
(C) Subject to paragraph (D) of this Bye-Law 6A(1), a ~~p~~ Preference Share shall carry the right to Dividends in respect of all periods up to the end of the 6 month period ending on (but excluding) the ~~p~~ Payment Date immediately preceding the date of conversion in respect of that ~~p~~ Preference Share but not in respect of any subsequent period.
(D) Any ~~pP~~ reference Share which is compulsorily converted under paragraph (B) of ByeLaw 6A(4) shall carry the right to the Dividends calculated down to and inclusive of the date of the ~~m~~ M andatory Conversion (as defined hereinafter).
(E) The amount of Dividends payable in respect of a period of less than six months shall be calculated on the basis of a 365-day year and the actual number of days elapsed.

– App-II-11 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(2) Liquidation.

In the event of any Liquidation event distributions to the shareholders of the Company shall be made in the following manner:

(A) Each holder of ~~p~~ Preference Shares shall be entitled to receive, prior and in preference to any distribution of any assets, surplus or funds of the Company to the holders of the ~~oO~~ rdinary Shares or any other class or series of shares of the Company by reason of their ownership of such shares, an amount per ~~pP~~ reference Share held by him which shall be equal to (i) the aggregate amount of the issue price of all ~~p~~ Preference Shares then in issue and outstanding divided by (ii) the total number of all ~~p~~ Preference Shares then in issue and outstanding, for each ~~p~~ Preference Share then held by such holder, plus all declared but unpaid Dividends and distributions on such ~~p~~ Preference Shares (collectively, the “ ~~pP~~ reference Amount ”). ~~aA~~ ll declared but unpaid Dividends and distributions on ~~pP~~ reference Shares shall be calculated up to and including the date of commencement of the Liquidation event. If, upon the occurrence of a Liquidation event, the assets and funds available to be distributed among the holders of ~~pP~~ reference Shares shall be insufficient to permit the payment to such holders of the ~~pP~~ reference ~~aA~~ mount, then the entire assets and funds of the Company legally available for distribution to such holders shall be distributed rateably among the holders of the ~~pP~~ reference Shares in proportion to the aggregate ~~pP~~ reference ~~a~~ Amount for the ~~pP~~ reference Shares owned by each such holder.
(B) After payment has been made to the holders of ~~p~~ Preference Shares of the full ~~pP~~ reference ~~a~~ Amount to which they are entitled pursuant to paragraph ( ~~a~~ A) of this ByeLaw 6A(2), the remaining assets and funds of the Company available for distribution to shareholders shall be distributed among the holders of ~~o~~ Ordinary Shares in proportion to their respective Shareholding proportions only. “ Shareholding proportion ” in respect of each shareholder means the proportion which the aggregate number of ~~oO~~ rdinary Shares held by such shareholder bears to the aggregate number of all ~~oO~~ rdinary Shares held by all shareholders.

– App-II-12 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) If the consideration received by the Company is other than cash or partly in cash, the value of securities and property paid or distributed pursuant to this Bye-Law 6A(2) shall be computed at fair market value at the time of payment to the Company or at the time made available to shareholders, all as determined by the Board in good faith and in its reasonable business judgement, provided that (i) if such securities are listed on any established stock exchange or a national market system, their fair market value shall be the closing trading price for such securities as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no trading for such date, then for the last preceding Business Day on which there was trading), as reported in the newspaper; and (ii) if such securities are regularly quoted by a recognised securities dealer but trading prices are not reported, their fair market value shall be the average of the high bid and low asked prices for such securities on the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding Business Day on which there were quoted prices).
(D) Nothing herein shall affect in any way the right of each holder of ~~pP~~ reference Shares to convert such shares at any time and from time to time into ~~o~~ Ordinary Shares in accordance with Bye-Law 6A(4). ~~aA~~ ny holder may expressly condition any such conversion upon the closing or consummation of a specific anticipated Liquidation event, in which case the conversion shall take effect immediately prior to and conditional upon such closing or consummation.

(3) Voting Rights.

The holder of each ~~p~~ Preference Share shall be entitled to receive notice of, but shall not have any right to attend and vote at, general meetings of the Company unless:

(A) as at the date when the notices of a general meeting of the Company are given any Dividend that is payable remains unpaid 6 months after it has been declared in which event the ~~p~~ Preference Shares shall confer on the holders thereof the right to, unless all such arrears have been paid prior to the time for the holding of the meeting, attend and vote at that general meeting; or
(B) a resolution is to be proposed at a general meeting of the Company for winding up the Company or a resolution is to be proposed which, if passed, would (subject to any consents required for such purpose being obtained) vary or abrogate the rights or privileges of the holders of ~~p~~ Preference Shares, save that such holders may not vote upon any business dealt with at such general meeting except the election of a chairman, any motion for adjournment and the resolution for winding up or the resolution which, if passed, would (subject to any consents required for such purpose being obtained) so vary or abrogate the rights and privileges of the holders of ~~p~~ Preference Shares.

– App-II-13 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

If the holders of ~~pP~~ reference Shares are entitled to vote on any resolution, then at the relevant general meeting or separate general meeting of the holders of ~~p~~ Preference Shares, on a show of hands every holder of ~~pP~~ reference Share who is present in person or by proxy or attorney or (being a corporation) by a duly authorised representative shall have one vote and on a poll every holder of ~~p~~ Preference Share who is present in person or by proxy or attorney or (being a corporation) by a duly authorised representative shall have one vote for each Conversion Share which would have been issued to it had it exercised the conversion right attached to the ~~pP~~ reference Shares forty-eight (48) hours preceding the date of such general meeting or separate general meeting of the holders of ~~pP~~ reference Shares.

(4) Conversion.

~~tT~~ he holders of ~~p~~ Preference Shares shall have conversion rights as follows:

(A) Right to Convert. ~~e~~ Each ~~p~~ Preference Share shall be convertible, at the option of the holder thereof, on any Business Day after the date of issuance of such share but before the fifth anniversary thereof, into such number of fully- paid ~~o~~ Ordinary Shares to be determined by the issue price of such ~~pP~~ reference Shares divided by the conversion price (the “ Conversion ~~pP~~ rice ”) of HK$0.027 per ~~oO~~ rdinary Share. ~~tT~~ he initial Conversion ~~p~~ Price shall be subject to adjustment as provided in accordance with Bye-Law 6A(4) (D). ~~fF~~ or the avoidance of doubt, no payment shall be made by the holder of ~~p~~ Preference Shares to the Company upon or in connection with the conversion of ~~p~~ Preference Shares into ~~o~~ Ordinary Shares.
(B) Mandatory Conversion. ~~e~~ Each ~~p~~ Preference Share shall automatically be converted into such number of ~~oO~~ rdinary Shares to be determined by the issue price of such ~~p~~ Preference Shares divided by the then effective applicable Conversion ~~p~~ Price on the fifth anniversary of the date of issuance of the ~~pP~~ reference Share (such event being referred to herein as the ~~“~~ ~~m~~ Mandatory Conversion ”).
(C) Mechanics of Conversion. ~~no~~ No fractional ~~o~~ Ordinary Shares shall be issued upon conversion of the ~~p~~ Preference Shares. ~~a~~ All ~~o~~ Ordinary Shares (including any fractions thereof) issuable upon conversion of more than one ~~pP~~ reference Share by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. ~~aA~~ ny holder of ~~p~~ Preference Shares shall, to the extent possible, convert the ~~p~~ Preference Shares in board lots of ~~o~~ Ordinary Shares. ~~o~~ One ~~o~~ Ordinary Share shall be issued and allotted in respect of any fractional ~~o~~ Ordinary Share arising on conversion of the ~~p~~ Preference Shares being converted by a holder. ~~f~~ For the purpose of the conversion hereunder, if the ~~o~~ Ordinary Shares to be issued on the conversion of any ~~p~~ Preference Shares have an aggregate par value greater than the aggregate par value of the ~~pP~~ reference Shares being converted, the Company shall,

– App-II-14 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

APPENDIX II

subject to applicable laws, capitalise any part of the surplus and apply the same in paying up at par the requisite number of ~~oO~~ rdinary Shares or, where there is insufficient surplus, effect a fresh issue of Shares at a premium and apply the proceeds thereof in paying up at par the required number of additional ~~oO~~ rdinary Shares to be issued on the conversion of the ~~p~~ Preference Shares so as to satisfy the provisions of this Bye-Law ~~6(A~~ (4)(C). ~~a~~ All ~~o~~ Ordinary Shares so issued shall be credited as fully paid at par and rank pari passu in all respects with the ~~o~~ Ordinary Shares then in issue.

Before any holder of ~~pP~~ reference Shares shall be entitled to convert the same into ~~oO~~ rdinary Shares and to receive certificates therefore, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company in Hong Kong and shall give written notice to the Company at such office that he or she elects to convert the same; provided, however, that in the event of the ~~m~~ Mandatory Conversion pursuant to Bye-Law 6A(4)(B), the outstanding ~~p~~ Preference Shares shall be converted mandatorily without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company and provided further that the Company shall not be obligated to issue certificates evidencing the ~~oO~~ rdinary Shares issuable upon the ~~m~~ Mandatory Conversion unless the certificates evidencing such ~~p~~ Preference Shares are delivered to the Company as provided above, or the holder notifies the Company that such certificates have been lost, stolen, or destroyed and provides such indemnity as may be reasonably required by the Company.

The Company shall, as soon as practicable and in any event not later than seven (7) Business Days after such delivery, or such notification in the case of a lost, stolen, or destroyed certificate, issue and deliver at such office to such holder of the ~~p~~ Preference Shares, a certificate or certificates for the number of ~~o~~ Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the ~~pP~~ reference Shares to be converted, or in the case of ~~m~~ Mandatory Conversion, on the fifth anniversary of the issue of the ~~pP~~ reference Shares, and the person or persons entitled to receive the ~~oO~~ rdinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such ~~o~~ Ordinary Shares at such time. ~~fF~~ or the avoidance of doubt, no conversion shall prejudice the right of a holder of ~~p~~ Preference Shares to receive Dividends and other distributions declared but not paid as at the date of conversion of the ~~p~~ Preference Shares.

– App-II-15 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(D) Adjustments to Conversion ~~p~~ Price. ~~t~~ The adjustments to the Conversion ~~pP~~ rice are to ensure that the shareholding of the holders of the ~~pP~~ reference Shares shall not be affected by any change in the share capital of the Company.
(a) Subject as hereinafter provided, the Conversion ~~p~~ Price, shall from time to time be adjusted in accordance with the following relevant provisions:
- (i) If and whenever the ~~oO~~ rdinary Shares by reason of any consolidation or sub-division become of a different nominal amount, the Conversion ~~pP~~ rice in force immediately prior thereto shall be adjusted by multiplying it by the following fraction:

A

B

where:

A = the nominal amount of the ~~oO~~ rdinary Shares immediately after such alteration; and
B = the nominal amount of the ~~o~~ Ordinary Shares immediately before such alteration.

Each such adjustment shall be effective from the close of business in Hong Kong on the date on which the consolidation or sub-division becomes effective.

(ii) If and whenever the Company shall issue (other than in lieu of the whole or any part of a cash dividend or specie distribution which the holders of the ~~oO~~ rdinary Shares concerned would or could otherwise have received and which would not have constituted a capital distribution (as referred to in sub-paragraph (iii) below)) any ~~oO~~ rdinary Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund), the Conversion ~~p~~ Price in force immediately prior to the record date therefor shall be adjusted by multiplying it by the following fraction:

C D

– App-II-16 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

in each case, where:

C = the aggregate nominal amount of the issued ~~o~~ Ordinary Shares immediately before such issue; and
D = the aggregate nominal amount of the issued ~~o~~ Ordinary Shares immediately after such capitalisation issue.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for such issue.

(iii) If and whenever the Company shall make any capital distribution to holders (in their capacity as such) of ~~o~~ Ordinary Shares (whether on a reduction of capital or otherwise) or shall grant to such holders rights to acquire for cash assets of or any of its subsidiaries, the Conversion ~~pP~~ rice in force immediately prior to such distribution or grant shall be adjusted by multiplying it by the following fraction:

==> picture [21 x 23] intentionally omitted <==

where:

A = the closing price of one ~~oO~~ rdinary Share (which, if the ~~oO~~ rdinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) on the trading day immediately preceding the date on which the capital distribution or, as the case may be, the grant is publicly announced or (failing any such announcement), the trading day immediately preceding the record date for the capital distribution or, as the case may be, the grant; and
B = the fair market value on the day of such announcement or (as the case may require) the trading day immediately preceding the record date for the capital distribution or, as the case may be, of the grant, as determined in good faith by an approved merchant bank or the auditors for the time being of the Company of the portion of the capital distribution or of such rights to the grant which is attributable to one ~~oO~~ rdinary Share,

– App-II-17 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

APPENDIX II

provided that:

(aa) if in the opinion of the relevant approved merchant bank or the auditors for the time being of the Company the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine the amount of the said market price which should properly be attributed to the value of the capital distribution or rights to the grant (and in such event B in the above formula shall be construed accordingly); and
(bb) the provisions of this sub-paragraph (iii) shall not apply in relation to the issue of ~~o~~ Ordinary Shares paid out of profits or reserves and issued in lieu of a cash dividend nor to a purchase by the Company of its own ~~o~~ Ordinary Shares in accordance with the applicable rules, regulations and laws.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the day next following the record date for the capital distribution or the grant.

(iv) (aa) If and whenever the Company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new ~~oO~~ rdinary Shares, and the ~~tT~~ otal ~~eE~~ ffective Consideration per ~~oO~~ rdinary Share (as defined below) initially receivable for such securities is less than ninety-five per cent (95%) of the closing price of one ~~oO~~ rdinary Share (which, if the ~~o~~ Ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of issue of such securities, the Conversion ~~pP~~ rice shall be adjusted by multiplying the Conversion ~~p~~ Price in force immediately prior to the issue by the following fraction:

A+B A+C

where:

A = the number of ~~oO~~ rdinary Shares in issue immediately before the date of the issue;
B = the number of ~~o~~ Ordinary Shares which the ~~t~~ Total ~~e~~ Effective Consideration receivable for the securities issued would purchase at such market price; and

– App-II-18 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

APPENDIX II

C = the maximum number of ~~o~~ Ordinary Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at the initial conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) from the close of business in Hong Kong on the Business Day next preceding whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the conversion or exchange rate or subscription price provided however that no such adjustment shall be made if the Company shall make a like offer or grant (as the case may be) at the same time to the holder of ~~pP~~ reference Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory in or outside Hong Kong) as if they had exercised the conversion rights attached to the ~~p~~ Preference Shares in full on the day immediately preceding the record date for such offer or grant.

(bb) If and whenever the rights of conversion or exchange or subscription attached to any such securities as are mentioned in section (aa) of this sub-paragraph (iv) are modified so that the ~~t~~ Total ~~e~~ Effective Consideration per ~~o~~ Ordinary Share (as defined below) initially receivable for such securities shall be less than ninety-five per cent (95%) of the market price of one ~~oO~~ rdinary Share (which, if the ~~o~~ Ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of announcement of the proposal to modify such rights of conversion or exchange or subscription, the Conversion ~~pP~~ rice shall be adjusted by multiplying the Conversion ~~p~~ Price in force immediately prior to such modification by the following fraction:

A+B A+C

– App-II-19 –

AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

APPENDIX II

where:

A = the number of ~~oO~~ rdinary Shares in issue immediately before the date of such modification;
B = the number of ~~o~~ Ordinary Shares which the ~~t~~ Total ~~e~~ Effective Consideration receivable for the securities issued at the modified conversion, exchange or subscription price would purchase at such closing price; and
C = the maximum number of ~~o~~ Ordinary Shares to be issued upon full conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities at the modified conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) as at the date upon which such modification shall take effect. ~~aA~~ right of conversion or exchange or subscription shall not be treated as modified for the foregoing purpose where it is adjusted to take account of rights or capitalisation issues and other events normally giving rise to adjustment of conversion or exchange terms.

For the purpose of this sub-paragraph (iv), the “ ~~tT~~ otal ~~e~~ Effective Consideration ” receivable for the securities issued shall be deemed to be the consideration receivable by the Company for any such securities plus the additional minimum consideration (if any) to be received by the Company upon (and assuming) the full conversion or exchange thereof or the exercise in full of such subscription rights, and the ~~t~~ Total ~~e~~ Effective Consideration per ~~oO~~ rdinary Share initially receivable for such securities shall be such aggregate consideration divided by the number of ~~oO~~ rdinary Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange rate or the exercise of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue.

– App-II-20 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(v) If and whenever the Company shall issue wholly for cash any ~~o~~ Ordinary Shares (other than ~~oO~~ rdinary Shares issued pursuant to the share option scheme adopted by the Company in compliance with the Listing Rules) at a price per ~~o~~ Ordinary Share which is less than ninety-five per cent (95%) of the closing price of one ~~oO~~ rdinary Share (which, if the ~~oO~~ rdinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of such issue, the Conversion ~~pP~~ rice shall be adjusted by multiplying the Conversion ~~pP~~ rice in force immediately before the date of such announcement by the following fraction:

A+B A+C

where:

A = the number of ~~oO~~ rdinary Shares in issue immediately before the date of such announcement;
B = the number of ~~o~~ Ordinary Shares which the aggregate amount payable for the issue would purchase at such market price; and
C = the number of ~~o~~ Ordinary Shares so issued.

Such adjustment shall become effective on the date of the issue.

(vi) If and whenever the Company shall issue ~~oO~~ rdinary Shares for the acquisition of asset at a ~~t~~ Total ~~eE~~ ffective Consideration per ~~oO~~ rdinary Share (as defined below) which is less than ninety-five per cent (95%) of the closing price of one ~~o~~ Ordinary Share (which, if the ~~o~~ Ordinary Shares are not trading, will be as determined in good faith by an approved merchant bank or the auditors for the time being of the Company) as at the date of the announcement of the terms of such issue, the Conversion ~~pP~~ rice shall be adjusted in such manner as may be determined by an approved merchant bank or the auditors for the time being of the Company. Such adjustment shall become effective on the date of issue.

– App-II-21 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

For the purpose of this sub-paragraph (vi) “ Total Effective Consideration ” shall be the aggregate consideration credited as being paid for such ~~oO~~ rdinary Shares by the Company on acquisition of the relevant asset without any deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue thereof, and the “ Total Effective Consideration per Ordinary Share ” shall be the ~~tT~~ otal ~~e~~ Effective Consideration divided by the number of ~~o~~ Ordinary Shares issued as aforesaid.

(b) If the Company shall in any way modify the rights attached to any share or loan capital so as wholly or partly to convert or make convertible such share or loan capital into, or attach thereto any rights to acquire, ~~oO~~ rdinary Shares, the Company shall appoint an approved merchant bank to consider whether any adjustment to the Conversion ~~pP~~ rice is appropriate (and if such approved merchant bank shall certify that any such adjustment is appropriate the Conversion ~~p~~ Price shall be adjusted accordingly).
(c) Notwithstanding the provisions of paragraph ( ~~A~~ a) of this Bye-Law 6 ~~(~~ A ~~)~~ (4) (D), in any circumstances where the Directors shall consider that an adjustment to the Conversion ~~pP~~ rice provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Conversion ~~pP~~ rice should be made notwithstanding that no such adjustment is required under the said provisions, the Directors may appoint an approved merchant bank to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such approved merchant bank shall consider this to be the case, the adjustment shall be modified or nullified or an adjustment made instead of no adjustment in such manner (including without limitation making an adjustment calculated on a different basis) as shall be certified by such approved merchant bank to be in its opinion appropriate.

– App-II-22 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(E) Restrictions on Conversion.
(a) Notwithstanding anything to the contrary herein contained, a holder of ~~pP~~ reference Shares may not exercise any conversion rights attaching to the ~~p~~ Preference Shares if, as a result of such exercise, the number of ~~o~~ Ordinary Shares which are in public hands (within the meaning of the Listing Rules) is reduced to below twenty-five per cent (25%) of all ~~oO~~ rdinary Shares in issue immediately following such exercise or such other minimum percentage applicable to the Company for the time being as prescribed by the Stock exchange. ~~aA~~ ny notice served by a holder of the ~~pP~~ reference Shares which requires conversion to be effected in contravention of Bye-Law 6A(4)(C) will be deemed withdrawn by that holder and the portion of the conversion rights stated in such notice will remain attached to its ~~pP~~ reference Shares and be available for subsequent exercises subject to and in accordance with the rights and restrictions attached to the ~~p~~ Preference Shares.
(b) No conversion rights attaching to the ~~p~~ Preference Shares may be exercised by any holder thereof who is a Restricted Holder (as hereinafter defined), and the exercise of any such conversion rights by a holder thereof shall constitute a confirmation, representation and warranty by the converting holder to the Company that such holder is not a Restricted Holder and that all necessary governmental, regulatory or other consents or approvals and all formalities have been obtained and observed by such holder to enable him to exercise legally and validly the relevant conversion rights, to hold the ~~oO~~ rdinary Shares allotted and issued upon exercise of the conversion rights and the Company to legally and validly allot the ~~o~~ Ordinary Shares. ~~fF~~ or the purposes of this paragraph (b), a “ Restricted Holder ” means a holder of the ~~pP~~ reference Shares who is a resident or national of any jurisdiction other than Hong Kong under the laws and regulations of which an exercise of conversion rights by such holder of ~~pP~~ reference Shares or the performance by the Company of the obligations expressed to be assumed by it under these terms or the allotment and issue and holding of the ~~oO~~ rdinary Shares cannot be carried out lawfully or cannot be carried out lawfully without the Company first having to take certain actions in such jurisdiction.

– App-II-23 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(5) Extension of general offer.

So long as any ~~pP~~ reference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of ~~o~~ Ordinary Shares generally to acquire all or some of the ~~o~~ Ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of ~~p~~ Preference Shares and the Company shall use reasonable endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of ~~p~~ Preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Conversion ~~p~~ Price applicable at that time.

(6) No Impairment.

(7) Certificate as to Adjustments.

Upon the occurrence of each adjustment or readjustment of the Conversion ~~pP~~ rice pursuant to Bye- Law 6A(4), the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and upon the written request of any holder of ~~p~~ Preference Shares, such adjustment or readjustment shall be certified by either the auditors of the Company for the time being or by a merchant bank of repute in Hong Kong selected by the Company (at the option of the Company), and furnish to each holder of ~~pP~~ reference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. ~~t~~ The Company shall, upon the written request of any holder of ~~p~~ Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth:

(A) such adjustments and readjustments,
(B) the applicable Conversion ~~p~~ Price then in effect, and
(C) the number of shares of ~~oO~~ rdinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of the ~~pP~~ reference Shares, together with a copy of the certificate of the auditors or the merchant bank aforesaid (as the case may be).

– App-II-24 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(8) Notices of Record Date.

In the event that the Company shall propose at any time to:

(A) declare any dividend or distribution upon the ~~oO~~ rdinary Shares or other class or series of shares, whether in cash, property, share, or other securities, and whether or not a regular cash dividend;
(B) offer for subscription pro rata to the holders of any class or series of its capital any additional shares of any class or series or other rights;
(C) effect any reclassification or recapitalisation of the ~~o~~ Ordinary Shares outstanding involving a change in the ~~o~~ Ordinary Shares; or
(D) merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital of the Company, or to liquidate, dissolve, or wind up;

then, in connection with each such event, the Company shall send to the holders of ~~pP~~ reference Shares:

(a) at least 14 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of ~~oO~~ rdinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (A) to (C) of this Bye-Law 6A(8); and
(b) in the case of the matters referred to in subparagraphs (A) to (D) of this Bye-Law 6A(8), at least 14 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of ~~o~~ Ordinary Shares shall be entitled to exchange their ~~o~~ Ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of ~~p~~ Preference Shares at the address for each such holder as shown on the share register of the Company.

– App-II-25 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(9) Issue Taxes.

(A) The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of ~~o~~ Ordinary Shares on conversion of the ~~pP~~ reference Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.
(B) All payments and Dividends in respect of ~~p~~ Preference Shares shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or Hong Kong or any authority therein or thereof (other than any withholding or deduction on account of any income tax, capital gains tax or other tax or duties of a similar nature) unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, subject to the Company having sufficient profits available for distribution, the Company shall pay such additional amounts as may be necessary in order that the net amounts received by the holders of ~~pP~~ reference Shares after such withholding or deduction shall equal the respective amounts of the payments and Dividends which would have been receivable in respect of the ~~p~~ Preference Shares in the absence of such withholding or deduction.
(C) To the extent that the Company shall have insufficient profits available for distribution in order to permit it to pay all or any of such additional amounts as referred to in Bye-Law 6A(9)(B) the amount of any such shortfall shall be treated for all purposes as arrears of Dividends.

(10) Reservation of Ordinary Shares Issuable Upon Conversion.

The Company shall at all times reserve and keep available out of its authorised but unissued share capital, solely for the purpose of effecting the conversion of the ~~p~~ Preference Shares, such number of ~~o~~ O rdinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding ~~p~~ Preference Shares, and if at any time the number of authorised but unissued ~~oO~~ rdinary Shares shall not be sufficient to effect the conversion of all then outstanding ~~p~~ Preference Shares, the Company will take such corporate action within its control as may be necessary to increase its authorised but unissued share capital as shall be sufficient for such purpose.

(11) Transfer and certificates.

(A) The provisions of these Bye-Laws relating to the transfer of shares and share certificates shall apply in relation to the ~~pP~~ reference Shares, subject to the provisions in this ByeLaw 6A(11).

– App-II-26 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) The Company shall maintain and keep a full and complete register at such location in Bermuda or such other places (but not in Hong Kong) as it shall from time to time determine the number of the ~~pP~~ reference Shares and the holders of ~~pP~~ reference Shares from time to time, such register shall contain details of conversion and/or cancellation and the destruction of any ~~p~~ Preference Shares and the issue of any replacement certificates therefore issued in substitution for any mutilated, defaced, lost, stolen or destroyed certificates and of sufficient identification details of all holders of ~~pP~~ reference Shares from time to time.
(C) If any certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the office of the registrar of the Company upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Company may reasonably require and on payment of such fee not exceeding HK$50 as the Company may determine. ~~m~~ Mutilated or defaced certificates must be surrendered before replacements will be issued.

(12) Severability.

(13) Undertaking.

So long as any ~~p~~ Preference Share remains capable of being converted into ~~oO~~ rdinary Shares:

(A) the Company will use its reasonable endeavours (a) to maintain a listing for all the issued ~~oO~~ rdinary Shares on the Stock exchange; and (b) to obtain and maintain a listing on the Stock exchange for all ~~o~~ Ordinary Shares to be issued upon the conversion of the ~~p~~ Preference Shares;
(B) the Company will send to each holder of ~~p~~ Preference Share, by way of information, one copy of every circular, notice or other document sent to any holder of ~~o~~ Ordinary Shares in their capacity as shareholders, at the same time as it is sent to such other shareholders;

– App-II-27 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) the Company shall not, without the consent of the holders of ~~pP~~ reference Shares as a class (obtained in the manner provided in these Bye-Laws) or unless otherwise permitted pursuant to the provision of this Bye-Law 6A:
(a) modify, vary, alter or abrogate the rights attaching to the ~~p~~ Preference Shares as a class, which (for the avoidance of doubt) shall not be deemed to be so modified, varied, altered or abrogated by the creation or issue of any shares or securities contemplated by the provision of this Bye-Law 6A; or
(b) effect any repayment of the ~~pP~~ reference Shares otherwise than as provided for in the provisions of this Bye-Law 6A; or
(D) except in such manner as may be permitted by these Bye-Laws or applicable laws, the Company shall not reduce its share capital or any uncalled liability in respect thereof or any share premium account.

(14) Notices.

~~e~~ Except in the case of a notice of conversion of the ~~p~~ Preference Shares, a notice given pursuant to this Bye-Law 6A may be revoked with the consent in writing of the Company. ~~nN~~ otices to holders of ~~p~~ Preference Shares shall be given in accordance with these Bye-Laws.

In giving any certificate, the auditors of the Company or the merchant bank (as the case may be) shall be deemed to be acting, as experts and not as arbitrators and in the absence of manifest error, their decision shall be conclusive and binding on the Company and the holders of ~~p~~ Preference Shares and all persons claiming, through or under them respectively.

The Company in general meeting may from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all ~~increase capite~~ the shares for the time being issued shall have been fully paid up, by ~~o~~ Ordinary Resolution increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such class or classes and of such amounts in Hong Kong dollars or United States dollars or such other currency as the shareholders may think fit and as the resolution may prescribe.
Any new shares shall be issued upon such terms and conditions and with such rights, privileges or restrictions ~~annexed~~ attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Statutes and of these Bye-Laws, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a special right or without any right of voting.

– App-II-28 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

The Company may by ~~o~~ Ordinary Resolution, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.
Except so far as otherwise provided by the conditions of issue or by these Bye-Laws, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company and such shares shall be subject to the provisions contained in these Bye-Laws with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.
(A) All unissued shares and other securities of the Company shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Bye-law 9) as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount to their nominal value. ~~t~~ Th e Directors shall, as regards any offer or allotment of shares, comply with the

provisions of the Companies ~~a~~ Act, if and so far as such provisions may be applicable thereto. ~~neither~~

(B) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares or other securities of the Company, to make, or make available, and may resolve not to make, or make available, any such allotment, offer, option over or disposal of shares or other securities to shareholders or others with registered addresses in any jurisdiction outside of the Relevant Territory, or in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable, or the existence or extent of the requirement for such registration statement or special formalities might be expensive (whether in absolute terms or in relation to the rights of the shareholder(s) who may be affected) or time consuming to determine. The Board shall be entitled to make such arrangements to deal with fractional entitlements arising on an offer of any unissued shares or other securities as it thinks fit, including the aggregation and the sale thereof for the benefit of the Company. Shareholders who may be affected as a result of any of the ~~foregoing sentencem~~ atters referred to in this paragraph (B) shall not be, ~~or~~ and shall be deemed not to be, a separate class of shareholders for any purposes whatsoever.

– App-II-29 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies ~~a~~ Act shall be observed and complied with, and in each case the commission shall not exceed ten (10) per cent. of the price at which the shares are issued.
Except as otherwise expressly provided by these Bye-Laws or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any shares except an absolute right to the entirety thereof of the registered holder.

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

(A) The Board shall cause to be kept a ~~register of the shareholdersR~~ egister and there shall be entered therein the particulars required under the Companies ~~a~~ Act.
(B) Subject to the provisions of the Companies ~~aA~~ ct, if the Board considers it necessary or appropriate, the Company may establish and maintain a local or branch ~~rR~~ egister at such locatio ~~n outside Bermuda~~ as the Board thinks fit and, while the issued share capital
of the Company is, with the consent of the Board, listed on any stock exchange in ~~the Relevant territoryH~~ ong Kong, the Company shall keep its local or a branch ~~r~~ Register in ~~the Relevant territoryH~~ ong Kong.
(C) The Register and branch Register of shareholders, as the case may be, shall be open to inspection for at least two (2) hours during business hours by members of the public without charge, at the Registered Office or such other place at which the principal Register or branch Register of the Company maintained in Hong Kong is kept in accordance with the Companies Act.

– App-II-30 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(A) Every person whose name is entered as a shareholder in the ~~rR~~ egister shall be entitled without payment to receive within two (2) months after allotment or lodgment of a transfer (or within such other period as the conditions of issue shall provide o ~~r, such shorter period as such stock exchange may from time to time prescribe a~~ s required by the Listing Rules) one certificate for all his shares, or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange on which the shares are listed, upon payment, in the case of a transfer, of such sum (not exceeding in the case of any share capital listed on a stock exchange in ~~the Relevant territory~~ Hong Kong, HK$2.50 or such ~~greatero~~ ther sum as ~~such stock exchange~~ may from time to time ~~permitb~~ e allowed or not prohibited under the Listing Rules, and in the case of any other shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant ~~rR~~ egister is situate, or otherwise such other sum as the Company may by ~~oO~~ rdinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for shares in stock exchange board lots or whole multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of the joint holders shall be sufficient delivery to all such holders.
(B) The Company may, in the event of a change in the form of definitive share certificate adopted by the Board, issue new defnitive certifcates to all holders of shares appearing on the Register in replacement of old definitive certificates issued to such holders. The Board may resolve whether or not to require the return of the old certificates as a condition precedent to the issue of replacement certificates and, as regards any old certifcates which have been lost or defaced, to impose such conditions (including as to indemnity) as the Board shall see fit. If the Board elects not to require the return of the old certifcates, the same shall be deemed to have been cancelled and of no further efect for all purposes.
Every certificate for shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a ~~Securities~~ duplicate Seal.

– App-II-31 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

Every share certificate hereafter issued shall specify the number and class of shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Board may from time to time prescribe. ~~aA~~ share certificate shall relate to only one class of shares and where the capital of the Company includes shares with different voting rights, the designation of each class of shares, other than those which carry the general ~~votingr~~ ight to vote at general meeting, must include the words “restricted voting” or “limited voting” or some other appropriate designation which is commensurate with the rights attaching to the relevant class of shares.
(A) The Company shall not be bound to register more than four (4) persons as joint holders of any share.
(B) If any share shall stand in the names of two (2) or more persons, the person first named in the ~~r~~ Register shall be deemed the sole holder thereof as regards service of notice and, subject to the provisions of these Bye-Laws, all or any other matter connected with the Company, except the transfer of the shares.
If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in ~~the Relevant territoryH~~ ong Kong, HK$2.50 or such other sum as ~~such stock exchange m~~ ay from time to time ~~permitb~~ e allowed or not prohibited under the Listing Rules, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant ~~r~~ Register is situated, or ~~otherwise s~~ uch other sum as the Company may by ~~o~~ Ordinary Resolution determine) as the Board shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

LIEN

The Company shall have a first and paramount lien and charge on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share. ~~t~~ The Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a shareholder, whether singly or jointly with any other person or persons, for all the debts and liabilities of such shareholder ~~s~~ or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such shareholder, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts

– App-II-32 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

or liabilities of such shareholder or his estate and any other person, whether a shareholder of the Company or not. ~~tT~~ he Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. ~~t~~ The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Bye-Law.

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, but no sale shall be made unless such 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) days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfil ~~lm~~ ent or discharge thereof and giving notice of intention to sell in default, shall have been given, in the manner in which notices may be sent -

to shareholders of the Company as provided in these Bye Laws, to the registered holder for the time being of the shares or the person entitled to the shares by reason of such holder’s death, bankruptcy or winding-up.

The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. ~~f~~ For the purpose of giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the ~~r~~ Register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in relating to the sale.

CALLS ON SHARES

The Board may from time to time make such calls as it may think fit upon the shareholders in respect of any moneys unpaid on the shares held by them respectively (whether on account of the nominal value of shares or by way of premiums) and not by the conditions of issue or allotment thereof made payable at a fixed time. ~~a~~ A call may be made payable either in one sum or by insta ~~llm~~ ents.
Fourteen (14) days’ notice at least of any call shall be given specifying the time and place of payment and to whom such call shall be paid.
A copy of the notice referred to in Bye-Law 24 shall be sent to shareholders in the manner in which notices may be sent to shareholders by the Company as herein provided.

– App-II-33 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

In addition to the giving of notice in accordance with Bye-Law 25, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the shareholders by notice to be published at least once in the newspapers.
Every shareholder upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the Board shall appoint.
A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.
The joint holders of a share shall be severally as well as jointly liable for the payment of all calls and installments due in respect of such share or other moneys due in respect thereof.
The Board may from time to time at its discretion extend the time fixed for any call, and may extend such time as regards all or any of the shareholders whom due to residence outside the Relevant ~~t~~ Territory or other cause the Board may deem entitled to any such extension but no shareholder shall be entitled to any such extension except as a matter of grace and favour.
If the sum payable in respect of any call or installments is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty (20) per cent. per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part.
No shareholder shall be entitled to receive any dividend or bonus or to be present ~~and~~ or vote (save as proxy for another shareholder) at any general meeting, either personally, or (save as proxy for another shareholder) by proxy or by a duly authorised ~~corporate~~ representative, or be reckoned in a quorum, or to exercise any other privilege as a shareholder until all calls or installments due from him to the Company, whether alone or jointly or jointly and severally with any other person, together with interest and expenses (if any) shall have been paid.
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered in the ~~rR~~ egister as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution of the Board making the call has been duly recorded in the minute book of the Board; and that notice of such call was duly given to the shareholder sued, in pursuance of these Bye-Laws; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

– App-II-34 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(A) Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the nominal value of the share and/or by way of premium, shall for all purposes of these Bye-Laws be deemed to be a call duly made, notified, and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Bye- Laws as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly ~~the~~

made and notified.

(B) The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.
The Board may, if it thinks fit, receive from any shareholder willing to advance the same, and either in money or money's worth, all or any part of the money uncalled and unpaid or installments payable upon any shares held by him, and in respect of all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding twenty (20) per cent. per a ~~rmn~~ num as the Board may decide but a payment in advance of a call shall not entitle the shareholder to receive any dividend or to exercise any other rights or privileges as a shareholder in respect of the share or the due portion of the shares upon which payment has been advanced by such shareholder before it is called up. ~~t~~ The Board may at any time repay the amount so advanced upon giving to such shareholder not less than one month’s notice in writing of their intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

TRANSFER OF SHARES

Subject to the Companies ~~a~~ Act, all transfers of shares may be effected by transfer in writing in the usual or common form or (during the Relevant Period) in such standard form prescribed by the stock exchange in the Relevant Territory or in such other form as the Board may accept and may be under hand ~~or by means of mechanically~~ only or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signatur ~~es~~ or by such other ma ~~rmn~~ ner as the Board may approve from time to tim ~~e approve~~ .
The instrument of transfer of any share shall be executed by or on behalf of the transferor and by or on behalf of the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee or accept mechanically executed transfers in any ~~tT~~ he transferor shall be deemed

– App-II-35 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(A) The Board may, in its absolute discretion, at any time and from time to time transfer any share upon the principal Register to any branch ~~rR~~ egister or any share on any branch ~~register~~ Register of shareholders to the principal Register or any other branch ~~rR~~ egister.
(B) 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 stipulate, and which agreement it shall, without giving any reason therefo ~~re,~~ be entitled in its absolute discretion to give or withhold) no shares on the principal Register shall be transferred to any branch ~~r~~ Register nor shall shares on any branch ~~r~~ Register be transferred to the principal Register or any other branch ~~r~~ 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 ~~rR~~ egister, at the relevant Registration ~~oO~~ ffice, and, in the case of any shares on the principal Register, at the ~~tT~~ ransfer ~~oO~~ ffice. Unless the Board otherwise agrees, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration ~~oO~~ ffice.
(C) Notwithstanding anything contained in this Bye-Law, the Company shall as soon as practicable and on a regular basis record in the principal Register all transfers of shares effected on any branch ~~rR~~ egister and shall at all times maintain the principal Register in all respects in accordance with the Companies ~~a~~ Act.
The Board may, in its absolute discretion, and without assigning any reason, 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 option scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register a transfer of any share (whether fully paid up or not) to more than four (4) joint holders or a transfer of any shares (not being a fully paid up share) on which the Company has a lien.
The Board may also decline to recognise any instrument of transfer unless:
(i) such sum, if any, (not exceeding, in the case of any share capital listed on a stock exchange in ~~the Relevant territory~~ Hong Kong, HK$2.50 or such other sum as ~~such stock exchange~~ may from time to time ~~permitb~~ e allowed or not prohibited under the Listing Rules, and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant ~~rR~~ egister is situate, or otherwise such sum as the Company may by ~~oO~~ rdinary Resolution determine) as the Board shall from time to time determine ~~is paid to the Company in respect thereof~~ has been paid;
(ii) the instrument of transfer is lodged at the relevant Registration ~~oO~~ ffice or, as the case may be, the ~~tT~~ ransfer ~~oO~~ ffice accompanied by the certificate of the shares to which it relates, 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);

– App-II-36 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(iii) the instrument of transfer is in respect of only one class of share;
(iv) the shares concerned are free of any lien in favour of the Company; and
(v) if applicable, the instrument of transfer is properly stampe ~~d; and~~
~~(vi) where applicable, the permission of the Bermuda monetary authority with respect thereto has been obtained~~ .
~~NoT~~ he Board may refuse to register a transfer of any ~~shares (not being a fully paid up s~~ hare ~~) shall be made~~ to an infant or to a person of unsound mind or under other legal disability.
If the Board shall refuse to register a transfer of any share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal and, except where the subject share is not a fully paid share, the reason(s) for such refusal.
Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued ~~without charge t~~ o the transferee in respect of the shares transferred to him as provided in ByeLaw 15, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him ~~without charge~~ as provided in Bye-Law 15. ~~tT~~ he Company shall also retain the instrument of transfer.
The registration of transfers may be suspended and the ~~r~~ Register closed, on giving notice by advertisement in an appointed newspaper and in the newspapers or by any electronic means in such manner as may be accepted by the stock exchange in the Relevant Territory, at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares ~~.~~ , provided that the ~~r~~ Register shall not be closed for ~~more thanp~~ eriods exceeding in the whole thirty (30) days in any year.

TRANSMISSION OF SHARES

In the case of the death of a shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Any person becoming entitled to a share in consequence of the death or bankruptcy or windingup of a shareholder may, upon such evidence as to his title being produced as may from time to time be required by the Board, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.

– App-II-37 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

If the person becoming entitled to a share pursuant to Bye-Law 46 shall elect to be registered himself, as the holder of such share he shall deliver or send to the Company a notice in writing signed by him at (unless the Board otherwise agrees) the Registration ~~oO~~ ffice, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such share ~~s~~ to his nominee. ~~aA~~ ll the limitations, restrictions and provisions of these ~~presentsB~~ ye-Laws relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the shareholder had not occurred and the notice or transfer were a transfer executed by such shareholder.
A person becoming entitled to a share by reason of the death, bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Bye-Law 7 ~~76~~ being met, such a person may vote at general meetings of the Company.

FORFEITURE OF SHARES

If a shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment remains unpaid, without prejudice to the provisions of Bye-Law 32, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued and which may thereafter accrue up to the date of actual payment.
The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made, such place being either the Registered ~~o~~ Office or a Registration ~~o~~ Office. ~~the~~ The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. ~~t~~ The ~~DirectorsB~~ oard may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Bye-Laws to forfeiture shall include surrender.

– App-II-38 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

Any share so forfeited shall be deemed to be the property of the Company, and may be reallotted, sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.
A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the forfeited shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment (including the payment of such interest) at such rate not exceeding twenty (20) per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit and without any deduction or allowance for the value of the shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. ~~fF~~ or the purposes of this Bye-Law any sum which by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that such time has not yet arrived be deemed to be payable ~~ato~~ n the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.
A ~~statutory declarationc~~ ertificate in writing that the declarant is a Director or the Secretary ~~of the Company,~~ and that a share in the Company has been duly forfeited or surrendered on a date stated in the ~~declarationc~~ ertifcate, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. ~~t~~ The Company may receive the consideration, if any, given for the share on any re-allotment, sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is re-allotted, sold or disposed of and ~~hes~~ uch person shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the subscription or purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or disposal of the share.
When any share shall have been forfeited, notice of the forfeiture shall be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the ~~rR~~ egister, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.
Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the shares, and upon such further terms (if any) as it thinks fit.

– App-II-39 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

The forfeiture of a share shall not prejudice the right of the Company to any call already made or installment payment thereon.
(A) The provisions of these Bye-Laws as to forfeiture shall apply in the case of non-payment of any sum which, by terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
(B) In the event of a forfeiture of shares the shareholder shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the shares so forfeited and in any event the certificates representing shares so forfeited shall be void and of no further effect.

ALTERATION OF CAPITAL

(A) The Company may from time to time by o ~~O~~ rdinary Resolution:
(i) increase its share capital as provided by Bye-Law 7;
(ii) consolidate or divide all or any of its share capital into shares of larger or smaller amount than its existing shares; and on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into a consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit;
(iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favorable voting rights, must include the words “restricted voting” or “limited voting”;

– App-II-40 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(iv) sub-divide its shares or any of them into shares of smaller amount than is fixed by the memorandum of association, subject nevertheless to the provisions of the Companies ~~a~~ Act, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;
(v) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;
(vi) make provision for the issue and allotment of shares which do not carry any voting rights; and
(vii) change the currency denomination of its share capital.
(B) The Company may by Special Resolution, subject to any confirmation or consent required by law, reduce its issued share capital, any capital redemption reserve fund or, save for the use of share premium as expressly permitted by the Companies Act, any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by law.

GENERAL MEETINGS

(A) The Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year and shall specify the meeting as such in the notice calling it; and ~~not more than fifteen months shall elapse between the date of ones~~ uch annual general meeting must be held within six (6) months after the end of the Company’s fnancial year (or such longer period as may be permitted by the Listing Rules). ~~and that of the next. the annual general meeting shall be held in the Relevant territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. a meeting of the shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.~~

– App-II-41 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) Save where a general meeting is required by the Companies ~~a~~ Act, a resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Bye-Laws, be treated as an ~~o~~ Ordinary Resolution duly passed at a general meeting of the Company and, where relevant, as a Special Resolution so passed. ~~aA~~ ny such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last shareholder to sign, and where the resolution states a date as being the date of his signature thereof by any shareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant shareholders.
(C) ~~61.A~~ ll general meetings other than annual general meetings shall be called special general meetings. All general meetings (including an annual general meeting, special general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in the Relevant Territory or in any part of the world and at one or more -
locations as provided in Bye Law 69A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.
The Board may, whenever it thinks fit, convene a special general meeting. Special general meetings shall also be convened on the requisition of one or more shareholders holding, at the date of deposit of the requisition, not less than ten (10) per cent of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring a special general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition. 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 convene 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.

~~The Board may, whenever it thinks ft, convene a special general meeting, and special general meetings shall also be convened on requisition, as provided by the Companies act, and, in default, may be convened by the requisitionists.[~~ RESERVED].

– App-II-42 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

An annual general meeting and a meeting called for the passing of a Special Resolution shall be called by ~~at least~~ Notice of not less than twenty-one (21) clear days ~~’ notice in writing~~ , and a general meeting of the Company (including a special general meeting), other than an annual general meeting or a meeting for the passing of a Special Resolution, shall be called by ~~at least~~ Notice of not less than fourteen (14) clear days ~~’ notice in writing. the notice shall be exclusive of the day on which it is served or deemed to be served~~ . The Notice shall specify (a) the day and the hour of 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 Bye Law 69A the principal place of the meeting (the “ Principal Meeting Place ”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the ~~n~~ Notice shall ~~be exclusive of the day on which it is served or deemed to be served~~ include a statement to that efect and with details of the ~~daye~~ lectronic facilities for ~~which it is given, and shall specify the place, the day and the hour ofa~~ ttendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of that business, and shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Bye-Laws, entitled to receive such notices from the Company, provided that, subject to the provisions of the Companies ~~aA~~ ct, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Bye-Law be deemed to have been duly called if it is so agreed:

(i) in the case of a meeting called as the annual general meeting, by all the shareholders entitled to attend and vote thereat; and
(ii) in the case of any other meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority ~~together holding~~ representing not less than ninety-five (95) per cent. ~~in nominal valueo~~ f the total voting rights at the meeting of all the ~~shares giving that rights~~ hareholders.
(A) The accidental omission to give any notice to or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting.
(B) In the case where ~~instruments~~ forms of proxy or notice of appointment of corporate representative are sent out with any notice, the accidental omission to send such ~~instrumentf~~ orms of proxy or notice of appointment of corporate representative to, or the non-receipt of such ~~instrument of proxy~~ forms by, any person entitled to receive notice of the relevant meeting shall not invalidate any resolution passed or any proceeding at any such meeting.

– App-II-43 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

PROCEEDINGS AT GENERAL MEETINGS

All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of auditors and other officers in the place of those retiring, the fixing of the remuneration of the auditors, and the voting of or delegation of power to the Board to fx the ordinary or extra or special remuneration to the Directors.
For all purposes the quorum for a general meeting shall be two (2) shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised ~~corporater~~ epresentative) or by proxy or, for quorum purposes only, two (2) persons appointed by the Clearing House as authorised representative or ~~by~~ proxy, and entitled to vote. ~~no~~ No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the meeting.
If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week ~~and~~ at ~~sucht~~ he same time and (where applicable) same place ~~as shall be decided by the Board~~ (s) or to such time and -

(where applicable) such place(s) and in such form and manner referred to Bye Law 60(C) 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 ffteen (15) minutes from the time appointed for holding the meeting, the shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called.

(A) The Chairman (if any) of the Board o ~~r,~~ if ~~het~~ here is ~~absent or declines to take the chair at such meeting, the Deputym~~ ore than one Chairman ~~(if~~ , any ~~)~~ one of them elected by all the Directors present shall ~~take the~~ preside as chairman at ~~every~~ a general meeting ~~, or, if there be no such Chairman or Deputy Chairman, or, if~~ . If at any ~~general~~ meeting ~~neither of such Chairman or Deputy Chairmann~~ o chairman is present within fifteen (15) minutes after the time appointed for holding ~~such~~ the meeting, or ~~both such persons decline to take the chair at such~~ is willing to act as chairman, the Deputy Chairman or Vice Chairman or if there is more than one Deputy Chairman or Vice 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 or Vice Chairman is present or is willing to act as chairman of the ~~chair at such m~~ eeting, the Directors present shall choose one of their number ~~as Chairman~~ to act, ~~and~~ or if one Director only is present he shall preside as chairman if willing to act. If no Director ~~bei~~ s present, or if ~~all the Directors present decline~~ each of the Directors present declines to take the chair, or if the ~~C~~ chairman chosen shall retire from the chair, then the shareholders present in person or by proxy and entitled to vote shall ~~choosee~~ lect one of their number to be ~~Chairman~~ chairman of the meeting.

– App-II-44 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, -
another person (determined in accordance with Bye Law 68(A) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.
~~The~~ Subject to Bye-Law 69C, the Chairman ~~may, witho~~ f the meeting may (without the consent of ~~any general~~ the meeting ~~at which a quorum is present, and shall, if so directed by~~ ) or shall at the direction of the meeting, adjourn any meeting from time to time (or indefnitely) 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. Whenever a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice, specifying the ~~place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting~~ details set out in Bye-Law 63 but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no ~~shareholder shall be entitled to any~~ notice of an adjournment or of the business to be transacted at ~~an~~ any adjourned meeting needs to be given nor shall any shareholder be entitled to any such notice. ~~no~~ No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
69A. (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 shareholder or any proxy attending and participating in such way or any shareholder or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(2) All general meetings are subject to the following and, where appropriate, all references to a “ shareholder ” or “ shareholders ” in this sub-paragraph (2) shall include a proxy or proxies respectively:
- (a) where a shareholder is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

– App-II-45 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(b) shareholders present in person or by proxy at a Meeting Location and/or shareholders attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfed that adequate electronic facilities are available throughout the meeting to ensure that shareholders at all Meeting Locations and shareholders participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
(c) where shareholders attend a meeting by being present at one of the Meeting Locations and/or where shareholders 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 shareholders or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted thereat or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
(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, unless otherwise stated in -
the Notice, the provisions of these Bye Laws 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.
69B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a shareholder who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any shareholder so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

– App-II-46 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

69C. 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 Bye Law 69A(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;
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate;
(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 Bye Laws 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.

69D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Shareholders shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Bye-Law shall be fnal 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.

– App-II-47 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

69E. 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 Board, in its absolute discretion, considers 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 specifed in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the shareholders. Without prejudice to the generality of the foregoing, the Board 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 Bye-Law 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 afect the automatic postponement of such meeting);
(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the shareholders of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Bye Law, subject to and -
without prejudice to Bye Law 69, unless already specifed in the original Notice of the meeting, the Board shall fx the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the shareholders of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by - -
these Bye Laws not less than forty eight (48) hours before the time of the postponed or changed 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 shareholders.
69F. 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 Bye-Law 69C, 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.

– App-II-48 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

69G. Without prejudice to other provisions in Bye Law 69, a physical meeting may also be held by means of such telephone, electronic or other communication facilities to 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.
(A) At any general meeting a resolution put to the vote of the meeting shall be decided ~~onb~~ y 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 hand ~~s unless a poll.~~ For purposes of this Bye-Law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its shareholders; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all shareholders a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Board or the chairman of the meeting may determine.
(B) Where a show of hands is (allowed, before or on the declaration of the result of the show of hands ~~or on the withdrawal of any other demand for a~~ pol ~~l)~~ may be demanded:-
- (i) by the Chairman of the meeting; or
- (ii) by at least three (3) shareholders present in perso ~~n or, in the case of a shareholder being a corporation, by its duly authorised corporate representative~~ or by proxy for the time being entitled to vote at the meeting; or
- (iii) by ~~anya~~ shareholder or shareholders present in person ~~or, in the case of a shareholder being a corporation, by its duly authorised corporate representative~~ or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or
- (iv) by ~~anya~~ shareholder or shareholders present in person ~~or, in the case of a shareholder being a corporation, by its duly authorised corporate representative~~ or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all ~~the~~ shares conferring that right.

A demand by a person as proxy for a shareholder or in the case of a shareholder being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the shareholder.

– App-II-49 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) ~~Unless a poll be so demanded and the demand is not withdrawn~~ Where a resolution is voted on by a show of hands, a declaration by the Chairman that a resolution has ~~on a show of hands b~~ een 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 ~~containing the minutes of the proceedings~~ of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded ~~in favour~~ for or against ~~such~~ the resolution.
~~If a poll is demanded as aforesaid, it shall (subject as provided in Bye-Law 72) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chairman directs. no notice need be given of a poll not taken immediately. the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. the demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking hands of the poll, whichever is the earlier.~~ 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 fgures on a poll if such disclosure is required by the Listing Rules.

~~72. Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.~~

~~73.~~ In the case of an equality of votes, ~~whether on a show of hands or on a poll,~~ the Chairman of the meeting ~~at which the show of hands takes place or at which the poll is demanded,~~ shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote the Chairman shall determine the same, and such determination shall be final and conclusive.

~~74. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.~~

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman, the proceedings shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
~~75. F~~ or the purposes of section 106 of the Companies ~~aA~~ ct, a Special Resolution of the Company, and of any relevant class of shareholders, shall be required to approve any amalgamation agreement as referred to in that section.

– App-II-50 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

VOTES OF SHAREHOLDERS

~~76.~~ Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every shareholder who is present in person or, in the case of a shareholder being a corporation by a duly authorised corporate representative, or by proxy shall have one vote, and on a poll every shareholder present in person or, in the case of a shareholder being a corporation by a duly authorised corporate representative, or by proxy shall have one vote for every share of which he/it is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or installments shall be treated for the purposes of this Bye-Law as paid up on the share). ~~onO~~ n a poll a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way. ~~nN~~ otwithstanding anything contained in these Bye-Laws, where more than one corporate representative is appointed by a shareholder which is a Clearing House (or its nominee(s)), each such corporate representative shall have one vote on a show of hands.
75A. ~~76A.~~ Where any shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder (whether by way of proxy or, as the case may be, corporate representative) in contravention of such requirement or restriction shall not be counted.
~~77.~~ Any person entitled under Bye-Law 46 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder -

of such shares, provided that at least forty eight (48) hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

~~78. W~~ here there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the ~~r~~ Register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder, and several trustees in bankruptcy or liquidators of a shareholder in whose name any share stands shall for the purposes of this Bye-Law be deemed joint holders thereof.

– App-II-51 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~79.~~ A shareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote ~~, whether on a show of hands or on a poll,~~ by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may ~~on a poll v~~ ote by proxy. ~~e~~ Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Bye-Laws for the deposit of instruments of proxy or, if no place is specified, at the Registration ~~office~~ Office, not later than the latest time at which an instrument of proxy must, if it is to be valid for the meeting, be delivered.
~~80. (~~ A) Save as expressly provided in these Bye-Laws, no person other than a shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another shareholder) whe ~~it~~ her personally ~~or~~ , by proxy or by attorney to be reckoned in ~~a~~ the quorum ~~(save as proxy for another shareholder),~~ at any general meeting.
(B) Subject to Bye-Law 7 ~~6(5~~ A ~~)~~ , no objection shall be raised to the qualification of any ~~voterp~~ erson exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned meeting or postponed meeting, at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. ~~aA~~ ny such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.
(C) All shareholders have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.
~~81.~~ Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. ~~a~~ A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. ~~a~~ A proxy need not be a shareholder. In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent as such shareholder could exercise, including the right to speak and to vote individually whether on a show of hands or by poll.

– App-II-52 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~82.~~ The instrument appointing a proxy 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 seal or ~~under the hand ofs~~ igned by an officer or attorney duly authorised. 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 Bye -

Laws has not been received in accordance with the requirements of these Bye Laws. Subject to aforesaid, if the proxy appointment and any of the information required under these Bye-Laws -

is not received in the manner set out in these Bye Laws, the appointee shall not be entitled to vote in respect of the shares in question.

(A) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not -

required under these Bye Laws) 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 specifed 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 diferent 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 specifed by the Company. If any document or information required to be sent to the Company under this Bye-Law 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 Bye Law or if no electronic address is so designated by the Company for the receipt of such document or information.

– App-II-53 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) ~~83. T~~ he 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 ~~notarially c~~ ertified copy of that power or authority shall be deposited at such place or one of such places (if any) as ~~is~~ may be specified ~~in the notice of meeting or in the instrument of proxy issued by the Company~~ 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 ~~ofce)~~ Office), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specifed, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or ~~poll (as the case may be)~~ postponed meeting at which the person named in such instrument proposes to vote ~~, and in default the instrument of proxy shall not be treated as valid~~ . ~~noN~~ o 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 ~~on a poll demanded at a meeting or an adjournedp~~ ostponed meeting in a case where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting ~~in person a~~ t the meeting ~~or upon the poll concerned~~ and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
~~84. E~~ very instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.
~~85.~~ The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit ~~.;~~ and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement, of the meeting as for the meeting to which it relates, provided that any form issued to a shareholder for use by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the shareholder, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
~~86. A~~ vote given in accordance with the terms of an instrument of proxy or ~~power of attorneyb~~ y the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration ~~oO~~ ffice, or at such other place as is referred to in Bye-Law 8 ~~3~~ 2, at least two (2) hours before the commencement of the meeting or adjourned meeting or postponed meeting, at which the proxy is used.

– App-II-54 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~87. (~~ A) Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its corporate representative at any meeting of the Company or of any class of shareholders of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder of the Company. References in these Bye-Laws to a shareholder present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a shareholder represented at the meeting by such duly authorised corporate representative or by one or more proxies. ~~n~~ Nothing contained in this Bye- ~~l~~ Law shall prevent a corporation which is a shareholder of the Company from appointing one or more proxies to represent it pursuant to Bye ~~-lL~~ aw 8 ~~1~~ 0.
(B) If a Clearing House (or its nominee) is a shareholder of the Company, it may appoint such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or representatives, to the extent permitted by the Companies ~~aA~~ ct, at any meeting of the Company or at any meeting of any class of shareholders of the Company provided that, if more than one proxy or, corporate representative is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy or corporate representative is so appointed. ~~aA~~ person so appointed under the provisions of this Bye- ~~l~~ Law shall be entitled to exercise the same powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing House (or its nominee) could exercise as if it were an individual shareholder including the right to speak and to vote and, where a show of hands is allowed, the right to vote individually on a show of hands. ~~the number of persons a Clearing House (or its nominee) may appoint to act as its corporate representative or representatives shall not exceed the number of shares held by a Clearing House (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.~~

REGISTERED OFFICE

~~88. T~~ he Registered ~~o~~ Office shall be at such place in Bermuda as the Board shall from time to time appoint.

BOARD OF DIRECTORS

~~89.~~ The number of Directors shall not be less than two (2). ~~t~~ The Company shall keep at its Registered ~~o~~ Office a register of its directors and officers in accordance with the Statutes.

– App-II-55 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~90. The Company in general meeting may by ordinary Resolution elect a person or persons qualified to be Directors to act as Directors in the alternative to any of the Directors of the Company or may authorise the Board to appoint such alternate Directors. any alternate Director may be removed by the Company in general meeting by ordinary Resolution and, if appointed by the Board, may be removed by the Board and, subject thereto, the office of alternate Director shall continue until the next annual election of Directors in accordance with Bye-Law 99 or, if earlier, the date on which the relevant Director ceases to be a Director. an alternate Director may also be a Director in his own right and may act as alternate to more than one Director.~~

[RESERVED].
~~91. (~~ A) A Director may at any time, by notice in writing signed by him delivered to the Registered ~~oO~~ ffice or ~~toa~~ t the Head ~~oO~~ ffice or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. ~~t~~ The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. An alternate Director may act as alternate to more than one Director.
(B) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the ordinary remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
(C) An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-Laws shall apply as if he were a Director.
(D) Every person acting as an alternate Director shall (except as regards power to appoint an alternate Director and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors 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.

– App-II-56 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

( ~~e~~ E) Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). ~~tT~~ he signature of an alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.
( ~~fF~~ ) No alternate Director shall by virtue of that position be a director for the purposes of the Companies ~~aA~~ ct, but shall nevertheless be subject to the provisions of the Companies ~~a~~ Act in so far as they relate to the duties and obligations of directors (other than the obligations to hold any qualifying share in the Company) when performing the functions of a Director.
~~92. A~~ Director or an alternate Director shall not be required to hold any qualification shares but

shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of shareholders of the Company.

~~93.~~ The Directors shall be entitled to receive by way of remuneration for their services as Directors such sum as shall from time to time be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as ~~the Board~~ they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. ~~tT~~ he foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid or payable in respect of Directors’ fees.
~~94.~~ The Directors shall also be entitled to be repaid all traveling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from ~~bB~~ oard meetings, committee meetings or general meetings or otherwise incurred whilst engaged in the business of the Company or in the discharge of their duties as Directors.
~~95. T~~ he Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as the Board may determine.

– App-II-57 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~96. (~~ A) Notwithstanding Bye-Laws 92, 9 ~~3, 94 a~~ nd ~~95~~ 4, the remuneration of a ~~m~~ Managing Director, Joint ~~mM~~ anaging Director, Deputy ~~mM~~ anaging Director or an ~~e~~ Executive Director or a Director appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.
(B) Payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director or past Director is contractually or statutorily entitled) must be approved by the Company in genera ~~l:~~ meeting.
(C) The Company shall not make any loan, directly or indirectly, to a Director or a body corporate controlled by a Director or his close associates if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) if the Company were a company incorporated in Hong Kong.
(D) The prohibitions prescribed by paragraphs (B) and (C) of this Bye Law shall only apply during the Relevant Period.
~~97.~~ (A) A Director shall vacate his office:
- (i) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
- (ii) if he becomes a lunatic or of unsound mind;
- (iii) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;
- (iv) if he becomes prohibited by law from acting as a Director;
- (v) if he has been validly required by the stock exchange of the Relevant Territory to cease to be a Director and the relevant time period for application for review of or appeal against such requirement has lapsed and no application for review or appeal has been fled or is underway against such requirement;
- (vi) ~~(v)~~ if by notice in writing delivered to the Company at its Registered ~~oO~~ ffice or at the Head ~~o~~ O or ffice he resigns his office;

– App-II-58 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

  - (vii) ~~(vi)~~ if he shall be removed from office by an ~~oO~~ rdinary Resolution of the Company under Bye-Law 1 ~~043~~ .

(B) No Director shall be required to vacate office or be ineligible for re- election or reappointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age.
~~98. (~~ A) Subject to the Companies ~~aA~~ ct, a Director may hold any other office or place of profit with the Company (except that of auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefore (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Bye-Law.
(B) A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditors) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
(C) A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. ~~tT~~ he Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
(D) A Director shall not vote or be counted in the quorum on any resolution of the ~~BoardD~~ irectors concerning his own appointment or the appointment of any of his close associates as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

– App-II-59 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(E) ~~(e)~~ Where arrangements are under consideration concerning the appointment (including the arrangement, remuneration or variation of the terms thereof, or the termination thereof) of two (2) or more Directors or any of the close associate(s) of any such ~~Director(s)D~~ irectors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director or, as the case may be, the close associate(s) of such Director and in such case each of the Directors or any of the close associate(s) of ~~any~~ such Director(s) concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment or that of any of his ~~associate(s)~~ close associates (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with any of his close associates owns in aggregate fve (5) per cent. or more of the issued shares of any class of the voting equity share capital of such company or of the voting rights of any class of shares of such company (other than shares which carry no voting rights at general meetings and no or nugatory dividend and return of capital rights ~~);.~~
(F) ~~(F) S~~ ubjec ~~t to the Companies act and~~ to the next paragraph of this Bye-Law, no Director or proposed or intended 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 whatever, 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 shareholders for any remuneration, profit or other benefits realised by any such contract or arrangement, by reason only of such Director holding that office or the fiduciary relationship thereby established.

– App-II-60 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(G) If to the ~~lmk~~ nowledge of a Director, he or any of his close associates, is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company, he shall declare the nature of his or, as the case may be, his close associate(s)’ interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest or that of his close associate(s) then exists, or in any other case at the first meeting of the Board after he knows that he or his close associate(s) ~~knows that he~~ is or has become so interested. ~~fF~~ or the purposes of this Bye-Law, a general notice to the Board by a Director to the effect that (a) he or his close associate(s) is a shareholder of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he or his close associate(s) is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him or any of his close associates, shall be deemed to be a sufficient declaration of interest under this Bye-Law in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.
(H) A Director shall not vote (nor ~~shall he~~ be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his close associate(s) has/have a material interest, and if he shall do so his vote shall not be counted (nor shall he be counted in the quorum for that resolution), but this prohibition shall not apply to any of the following matters namely:
(i) the giving of any security or indemnity either:
- (a) to the Director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
- (b) 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;

– App-II-61 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(ii) any 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;
~~(iii) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five per cent (5%) or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;~~
(iii) ~~(iv)~~ 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 ~~both t~~ o ~~Directorst~~ he Director, his ~~associates~~ close associate(s) and ~~employees~~ 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; and
(iv) ~~(v) a~~ ny 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.

– App-II-62 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~(I) A company shall be deemed to be a company in which a Director together with any of his associates owns five (5) per cent. or more of the issued shares of any class of the equity share capital of such company or of the voting rights of any class of shares of such company if and so long as (but only if and so long as) he together with his associates is (either directly or indirectly) the holder of or benefcially interested in fve (5) per cent. or more of any class of the equity share capital of such company (or of any third company, other than the Company or any of its subsidiaries, through which his interest is derived) or of the voting rights of any class of shares available to shareholders of the company. for the purpose of this paragraph there shall be disregarded any shares held by a Director or his associates as bare or custodian trustee and in which he or such associate(s) has no beneficial interest, any shares comprised in a trust in which the Director’s or his associates’ interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or any of his associates is interested only as a unit holder.~~
~~(J) Where a company in which a Director together with any of his associates holds five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights of any class of shares available to shareholders of the company is materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction.~~
(I) ~~(K)~~ If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman) or his close associates or as to the entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned or his close associates ~~concerned a~~ s known to such Director has not been fairly disclosed to the other Board. If any question as aforesaid shall arise in respect of the Chairman or his close associates such question shall be decided by a resolution of the ~~Board~~ Directors (for which purpose such Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such Chairman or his close associates as known to him has not been fairly disclosed to the Board.

– App-II-63 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

APPOINTMENT AND RETIREMENT ROTATION OF DIRECTORS

~~99. At~~ (A) Notwithstanding any other provision in this Bye-Law, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest ~~one-third~~ to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three (3) years. ~~tT~~ he retiring Directors shall be eligible for re-election. ~~tT~~ he Company at any general meeting at which any Directors retire may fill the vacated offices.
(B) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to ofer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

(C) A Director is not required to retire upon reaching any particular age.

~~100.~~ If at any general meeting at which an election of Directors ought to take place the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:
(i) it shall be determined at such meeting to reduce the number of Directors; or
(ii) it is expressly resolved at such meeting not to fill up such vacated offices; or
(iii) in any such case the resolution for re-election of a Director is put to the meeting and lost; or
(iv) such Director has given notice in writing to the Company that he is not willing to be reelected.
~~101. T~~ he Company in general meeting shall from time to time fix and may from time to time by ~~o~~ Ordinary Resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall never be less than two (2).
~~102.~~ (A) ~~The~~ Subject to the Statutes and the provisions of these Bye-Laws, the Company may from time to time in general meeting by ~~o~~ Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board.

– App-II-64 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or, subject to authorisation by the shareholders in general meeting, as an addition to the Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. ~~a~~ Any Director so appointed pursuant to this Bye-Law 10 ~~2~~ 1(B) shall hold office only until the ~~next~~ frst annual general meeting of the Company after his appointment and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.
~~103. N~~ o person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the Head ~~o~~ Office or at the Registration ~~o~~ Office at least seven (7) days before the date of the general meeting. ~~t~~ The period for lodgment of the notices required under this Bye- ~~lL~~ aw ~~will~~ shall commence no earlier than the day after the dispatch 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.
~~104. T~~ he Company may by ~~o~~ Ordinary Resolution remove any Director (including a ~~m~~ Managing Director or other ~~e~~ Executive Director) before the expiration of his period of office notwithstanding anything in these Bye-Laws or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may elect another person in his stead. ~~a~~ A ny person so elected shall hold office only until the next following annual general

meeting of the Company and shall then be eligible for re-election at such meeting, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting.

BORROWING POWERS

~~105.~~ The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.
~~106.~~ The Board may raise or secure the payment or repayment of such sum or sums in such r but

manner and upon such terms and conditions in all respects as it thinks fit and in particula subject to the provisions of the Companies Act, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

– App-II-65 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~107.~~ Debentures, debenture stock, bonds and other securities (other than shares which are not fully paid) may be made assignable free from any equities between the Company and the person to whom the same may be issued.
~~108. A~~ ny debentures, debenture stock, bonds or other securities (other than shares) may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment ~~of~~ or subscription of or conversion into shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
~~109.~~ (A) The Board shall cause a proper register to be kept, in accordance with the provisions of the Companies Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies ~~a~~ Act with regard to the registration of mortgages and charges as may be specified or required.
(B) If the Company issues a series of debentures or debenture stock not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures.
~~110.~~ Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the shareholders or otherwise, to obtain priority over such prior charge.

MANAGING DIRECTORS, ETC.

~~111. T~~ he Board may from time to time appoint any one or more of its body to the office of ~~mM~~ anaging Director, Joint ~~mM~~ anaging Director, Deputy ~~mM~~ anaging Director or other ~~eE~~ xecutive Director and/or such other office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Bye-Law ~~96~~ 5.
~~112.~~ Every Director appointed to an office under Bye-Law 11 ~~1~~ 0 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company, be liable to be dismissed or removed there from by the Board.
l ~~13. A~~ Director appointed to an office under Bye-Law 1 ~~11~~ 0 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

– App-II-66 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~114.~~ The Board may from time to time entrust to and confer upon a ~~mM~~ anaging Director, Joint ~~mM~~ anaging Director, Deputy ~~mM~~ anaging Director or ~~e~~ Executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.
The Board may from time to time appoint any person to an office or employment having a designation or title including the word “Director” or attach to any existing office or employment with the Company such a designation or title. The inclusion of the word “Director” in the designation or title of any office or employment with the Company (other than the ofce of Managing Director or Joint Managing Director or Deputy Managing Director or Executive Director) shall not imply that the holder thereof is a Director nor shall such holder be empowered in any respect to act as a Director or be deemed to be a Director for any of the purposes of these Bye-Laws.

MANAGEMENT

~~115. 1~~ 14A. (A) The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities expressly conferred upon it by these Bye-Laws, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and which are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Statutes and of these Bye-Laws and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Bye-Laws, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

(B) Without prejudice to the general powers conferred by these Bye-Laws, it is hereby expressly declared that the Board shall have the following powers:
- (i) ~~i)~~ to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium and on such other terms as may be agreed; and
- (ii) ~~ii)~~ to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

– App-II-67 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

MANAGERS

~~116. T~~ he Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two (2) or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.
~~117. T~~ he appointment of such general manager, manager or managers may be for such period as the Board may decide and the Board may confer upon him or them all or any of the powers of the Board and such title or titles as it may think fit.
~~118.~~ The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in its absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

CHAIRMAN AND OTHER OFFICERS

~~119. T~~ he Board ~~shall as soon as practicable following each annual general meeting~~ may from time to time elect or otherwise appoint one or more of ~~its body~~ them to the office of Chairman of the Company and another to be the Deputy or Vice Chairman ~~of the Company and may from time to time elect or otherwise appoint other ofcers~~ (or two (2) or more Deputy or Vice Chairman) and determine the period for which each of them is to hold office. ~~t~~ The Chairman or, in his absence, the Deputy or Vice Chairman shall preside as chairman at meetings of the Board, but if no such Chairman or Deputy or Vice Chairman be elected or appointed, or if at any meeting the Chairman or Deputy or Vice Chairman is not present within five minutes after the time appointed for holding the same and willing to act, the Directors present shall choose one of their number to be Chairman of such meeting. ~~a~~ All the provisions of Bye-Laws 95, 111, 112 ~~,~~ and 113 ~~and 114~~ shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Bye-Law.

– App-II-68 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

PROCEEDINGS OF THE DIRECTORS

~~120. T~~ he Board may meet together for the dispatch of business, adjourn, postpone, and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two (2) Directors shall be a quorum. ~~f~~ For the purpose of this Bye-Law an alternate Director shall be counted in a quorum ~~but, notwithstanding that an alternate Director is also~~ separately in respect of himself (if a Director ~~or~~ ) and in respect of each Director for whom he is an alternate ~~for more than one Director, he shall for quorum purposes count as only one Directora~~ nd his voting rights shall be cumulative and he need not use all his votes or cast all his votes in the same way. ~~a~~ A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as 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.
~~121. A~~ Director may, and the Secretary shall, on the request of a Director, at any time summon a meeting of the Board which may be held in any part of the world provided that no such meeting shall be summoned to be held outside the territory in which the Head ~~o~~ Office is for the time being situate without the prior approval of the Directors. ~~n~~ Notice thereof shall be given to each Director and alternate Director ~~either~~ in person orally or in writing or by telephone or by tele ~~x.~~ or telegram or facsimile transmission at the telephone or facsimile number or address (including an electronic address) from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. ~~a~~ A Director absent or intend ~~edi~~ ng to be absent from the territory in which the Head ~~oO~~ ffice is for the time being situate may request the Board or the Secretary that notices of Board meetings shall during his absence be sent in writing to him at his last known address, facsimile or telex number or any other address, facsimile or telex number given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from such territory. ~~a~~ A Director may waive notice of any meeting either prospectively or retrospectively.
~~122.~~ Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.
~~123. A~~ meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Bye-Laws for the time being vested in or exercisable by the Board generally.
~~124. T~~ he Board may delegate any of its powers to committees consisting of such member or members of its body and such other persons as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

– App-II-69 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~125. A~~ ll acts done by any such committee in conformity with such regulations and in fulfi ~~llm~~ ent of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.
~~126.~~ The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Bye- Law 124.
~~127.~~ All acts bona fide done by any meeting of the Board or by any such committee or by any

person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee.

~~128. T~~ he continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these ByeLaws as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.
(A) A resolution in writing signed by all the Directors (or their alternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. A notifcation 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 Bye-law.

– App-II-70 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~129.~~ (B) Where a Director is, on the date on which a ~~A~~ resolution in writing is last signed by ~~all the Directors except such as area~~ Director, absent from the territory in which the Head ~~o~~ Office is for the time being ~~situate or~~ situated, or cannot be contacted at his last known address or contact telephone or facsimile number, or is temporarily unable to act through ill-health or disability and, in each case, his alternate (if any) is afected by any of these events, the signature of such Director (or ~~theirh~~ is alternate ~~Directors)~~ to the resolution shall ~~(~~ not be required, and the resolution in writing, so long as such a resolution shall ~~beh~~ ave been signed by at least two (2) Directors or their alternates who are entitled to vote thereon or such number of Directors as shall form a quorum, shall be deemed to have been passed at a meeting of Directors duly convened and held, provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors (or their alternates) for the time being entitled to receive notices of ~~Board~~ meetings ~~) be as valid and effectual as if it had been~~ of the Directors at their respective last known address, telephone or facsimile number or, if none, at the Head Office and provided further that no Director is aware of or has received from any Director any objection to the resolution. Notwithstanding the foregoing, a resolution in writing shall not be passed ~~at~~ in lieu of a meeting of the Board ~~duly convened and held. any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directorsf~~ or 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.

(C) A certificate signed by a Director (who may be one of the signatories to the relevant resolution in writing) or the Secretary as to any of the matters referred to in paragraph -
(A) or (B) of this Bye Law shall in the absence of express notice to the contrary of the person relying thereon, be conclusive of the matters stated on such certifcate.

MINUTES

~~130.~~ (A) The Board shall cause minutes to be made of:
- (i) all appointments of officers made by the Board;
- (ii) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Bye-Law 1 ~~243~~ ; and
- (iii) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.
(B) Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

– App-II-71 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) The Directors shall duly comply with the provisions of the Companies ~~a~~ Act in regard to keeping a register of shareholders and to the production and furnishing of copies of or extracts from such register.
(D) Any register, index, minute book, book of account or other book required by these ~~presents~~ Bye-Laws or the Statutes to be kept by or on behalf of the Company may be kept ~~either by making entries~~ in writing on one or more sheets in bound ~~books~~ or ~~by recording them in any other manner which shall include, without prejudice to the generality thereof, recording by means of magnetic tape, microfilm, computer or any other non-manual system of recording. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery~~ unbound books.

SECRETARY

~~131.~~ The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board. ~~aA~~ nything by the Statutes or these Bye-Laws required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specially on behalf of the Board. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised.
~~132. T~~ he ~~duties of the~~ Secretary shall attend all meetings of the shareholders 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 be those prescribed by the Companies ~~a~~ Act and these Bye-Laws, together with such other duties as may from time to time be prescribed by the Board.
~~133. A~~ provision of the Statutes or of these Bye-Laws 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.

GENERAL MANAGEMENT AND USE OF THE SEAL

~~134. (~~ A) Subject to the Statutes, the Company shall have one or more Seals as the Directors may determine. ~~tT~~ he Directors shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Directors or a committee authorised by the Directors in that behalf.

– App-II-72 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary, or by two (2) Directors, or by some other person(s) appointed by the Board for the purpose, provided that as regards any certificates for shares or debentures or other securities of the Company the Directors may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic as specified in such resolution or that such certificates need not be signed by any person.
~~(C) The Company may have a Securities Seal for use for sealing certificates for shares or other securities issued by the Company and no signature of any Director, ofcer or other person and no mechanical reproduction thereof shall be required on any such certifcates or other document and any such certifcates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.~~
~~135. A~~ ll cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. ~~tT~~ he Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.
~~136. (~~ A) The Board may from time to time and at any time, by power of attorney under the Seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
(B) The Company may, by writing under its Seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the Seal duly afxed by the Company.

– App-II-73 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~137. T~~ he Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company, either in the Relevant ~~t~~ Territory or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding any such vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
~~138. T~~ he Board may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds or personal pension plans for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, or holding or who have held by salaried employment or office in the Company or such other company, and the spouses, widows, widowers, families and dependants of any such persons. ~~tT~~ he Board may also establish and subsidize or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. ~~t~~ The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. ~~aA~~ ny Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

AUTHENTICATION OF DOCUMENTS

~~139.~~ (A) Any Director or the Secretary or other authorised officer of the Company shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts there from as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Registered ~~o~~ Office or the Head ~~oO~~ ffice, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid.

– App-II-74 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) a document purporting to be a document so authenticated or a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any local board or committee, or of any books, records, documents or accounts or extracts therefrom as aforesaid, and which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that the document authenticated (or, if this be authenticated as aforesaid, the matter so authenticated) is authentic or, as the case may be, that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting or, as the case may be, that the copies of such books, records, documents or accounts were true copies of their originals or, as the case may be, the extracts of such books, records, documents or accounts have been properly extracted and are true and accurate records of the books, records, documents or accounts from which they were extracted.

CAPITALISATION OF RESERVES

~~140.~~ (A) The Company ~~in general meeting~~ may, upon the recommendation of the Board, ~~resolve to capitalize any part of the Company’s reserves~~ , 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 ~~any contributed surplus account and also including any share premium account or other undistributable reserve, but subject to the provisions of the law with regard to unrealised profitst~~ he profit and loss account) whether or ~~undivided profits~~ not ~~required for the payment or provision of the dividend on any shares with a preferential right to dividend,~~ the same is available for distribution and accordingly that such ~~parta~~ mount be ~~sub-divided amongst the shareholders in such proportion as may be approved by the Board, whether pro-rata to all shareholders or otherwise~~ set free for distribution among the shareholders or any class of shareholders who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on ~~conditiont~~ he footing that the same ~~bei~~ s not paid in cash but ~~be~~ is applied either in or towards paying up ~~anyt~~ he amounts for the time being unpaid on any shares in the Company held by such shareholders respectively or in paying up in full unissued shares ~~or~~ , debentures or other ~~securitieso~~ bligations of the Company, to be allotted and distributed credited as fully paid ~~to and amongstu~~ p among such shareholders ~~in such proportion as may be approved by the Board as aforesaid~~ , or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the -

~~purpose of this Bye-Law, any amount standing to the credit of any~~ purposes of this Bye Law, a share premium account and any reserve or fund representing unrealised profits, may ~~only b~~ e applied only in ~~the~~ paying up ~~ofn~~ full unissued shares of the Company to be ~~issueda~~ llotted to such shareholders ~~of the Companyc~~ redited as fully paid ~~and provided further that any sum standing to the credit of the share premium account may only be applied in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.~~

– App-II-75 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~(B) Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give efect thereto. for the purpose of giving effect to any resolution under this Bye-Law, the Board~~ . In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Companies Act.
(B) Notwithstanding any provisions in these Bye Laws, 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 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 beneft scheme or other arrangement which relates to such persons that has been adopted or approved by the shareholders at a general meeting, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee beneft scheme or other arrangement which relates to such persons that has been adopted or approved by the shareholders at a general meeting.
(C) The Board may settle, as it considers appropriate, any difficulty ~~which may arisea~~ rising in regard to ~~a capitalization issue as it thinks ft,~~ any distribution under the last preceding Bye-law and in particular may ~~disregard fractional entitlements or round the same up or downi~~ ssue certifcates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any shareholders in ~~lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in~~ order to adjust the rights of all parties ~~or that fractional entitlements shall be aggregated and sold and the beneft shall accrue to the Company rather than to the shareholders concerned. the Board,~~ as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to ~~sharep~~ articipate in ~~a capitalization issue a~~ the distribution any contract ~~for allotmentn~~ ecessary or desirable for giving effect thereto and such appointment shall be effective and binding upon ~~all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalizedt~~ he shareholders.

– App-II-76 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES

~~141. T~~ he Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board. The Company in general meeting may also make a distribution to the shareholders out of any contributed surplus (as ascertained in accordance with the Companies Act).
~~142. (~~ A) The Board may subject to Bye-Law 14 ~~32~~ from time to time pay to the shareholders such interim dividends as appear to the Board to be justified by the pro ~~sf~~ it ~~ion~~ s of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights.
(B) The Board may also pay half-yearly or at other suitable intervals to be settled by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment.
~~143.~~ (A) No dividend shall be ~~declared or~~ paid ~~and noo~~ r distribution made out of contributed surplus ~~made otherwise than in accordance with the Statutes. no dividend shall be paid otherwise than out of profits available for distribution~~ if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.
(B) Subject to the provisions of the Companies ~~a~~ Act (but without prejudice to paragraph (A) of this Bye-Law), where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for dividend accordingly. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalize the same or any part thereof or to apply the same towards reduction of or writing down the book cost of the asset, business or property acquired.

– App-II-77 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) Subject to Bye-Law 1 ~~43~~ 2(D) all dividends and other distributions in respect of shares in the Company shall be stated and discharged, in the case of shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of shares denominated in United States dollars, in United States dollars, provided that, in the case of shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that shareholders may elect to receive the same in United States dollars or any other currency selected by the Board, conversion to be effected at such rate of exchange as the Board may determine.
(D) If, in the opinion of the Board, any dividend or other distribution in respect of shares or any other payment to be made by the Company to any shareholder is of such a small amount as to make payment to that shareholder in the relevant currency impracticable or unduly expensive either for the Company or the shareholder then such dividend or other distribution or other payment may, at the discretion of the Board, be, if this be practicable, converted at such rate of exchange as the Board may determine and paid or made in the currency of the country of the relevant shareholder (as indicated by the address of such shareholder on the ~~rR~~ egister).
~~144.~~ Notice of the declaration of an interim dividend shall be given by advertisement in the Relevant ~~tT~~ erritory and in such other territory or territories ~~as the Board may determine a~~ nd in such manner as the Board shall determine.
~~145.~~ No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.
~~146.~~ Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe for securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may ~~appointa~~ uthorise any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. ~~Where requisite, the~~ The Board may ~~appoint~~ further authorize any person to ~~sign a contract~~ enter into on behalf of ~~the~~

– App-II-78 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~persons entitled to the dividend and such appointmenta~~ ll shareholders having an interest in any agreement with the Company or other(s) providing for such dividend and matters in connection therewith and any such agreement made under such authority shall be effective. ~~tT~~ he Board may resolve that no such assets shall be made available or paid to shareholders 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 or the legality or practicality of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of shares of the shareholder concerned and in any such event the only entitlement of the shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of exercise by the ~~foregoing sentenceB~~ oard of its discretion under this Bye-Law shal ~~l not be or~~ be deemed not to be a separate class of shareholders for any purposes whatsoever.

~~147. (~~ A) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:

either

(i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:
(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than ~~two weeksf~~ ourteen (14) clear days’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

– App-II-79 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

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

(ii) that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Directors may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall apply:
(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than ~~two weeksf~~ ourteen (14) clear days’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

– App-II-80 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

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

(B) The shares allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank pari passu in all respects with the shares then in issue save only as regards participation:
(i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividen ~~d.~~

~~Uu~~ nless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this Bye-Law in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this Bye-Law shall rank for participation in such distribution, bonus or rights.

– App-II-81 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) The Board may do all acts and things considered necessary or expedient to give effect to any capitalization pursuant to the provisions of paragraph (A) of this Bye-Law with full power to the Board to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the shareholders concerned), and no shareholders who will be affected thereby shall be, and they shall be deemed not to be, a separate class of shareholders for any purposes whatsoever. ~~theT~~ he Board may authorise any person to enter into on behalf of all shareholders interested an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(D) The Company may upon the recommendation of the Board by ~~SpecialO~~ rdinary Resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Bye-Law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(E) ~~(e)~~ The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Bye-Law shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful or impracticable or the legality or practicability of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of shares of the shareholder concerned, and in such event the provisions aforesaid shall be read and construed subject to such determination and no shareholder who may be afected by any such determination shall be, and they shall be deemed not to be, a separate class of shareholders for any purposes whatsoever.
~~148.~~ The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalizing dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. ~~tT~~ he Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.

– App-II-82 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~149. U~~ nless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. ~~fF~~ or the purposes of this Bye-Law no amount paid on a share in advance of calls shall be treated as paid on the share.
~~150.~~ (A) The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
(B) The Board may deduct from any dividend or ~~bonuso~~ ther money payable to any shareholder all sums of money (if any) presently payable by him to the Company on account of calls, insta ~~llm~~ ents or otherwise.
~~151.~~ Any general meeting sanctioning a dividend may make a call on the shareholders of such amount as the meeting fixes, but so that the call on each shareholder shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the shareholder, be set off against the call.
~~152.~~ A transfer of shares, as against the Company but without prejudice to the rights of the transferor and transferee inter se, shall not pass the right to any dividend or bonus declared thereon before the registration of the transfer.
~~153.~~ If two (2) or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend ~~s, interim dividends or bonuses~~ and other moneys payable and bonuses, rights and other distributions in respect of such shares.
~~154.~~ Unless otherwise directed by the Board, any dividend or ~~bonus~~ other moneys payable or bonuses, rights or other distributions in respect of any share may be paid or satisfed by cheque or warrant or certificate or other documents or evidence of title sent through the post to the registered address of the shareholder entitled, or, in the case of joint holders, to the registered address of that one whose name stands first in the ~~rR~~ egister in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. ~~e~~ Every cheque ~~or,~~ warrant, certificate or other document or evidence of title so sent shall be made payable to the order of the person to whom it is sent or, in the case of certificates or other documents or evidence of title as aforesaid, in favour of the shareholder(s) entitled thereto, and the payment ~~of~~ on any such cheque or warrant by the banker upon who it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or ~~bonuso~~ ther moneys represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Every such cheque, warrant, certifcate or other document or evidence of title as aforesaid shall be sent at the risk of the person entitled to the dividend, money, bonus, rights and other distributions represented thereby.

– App-II-83 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~155.~~ All dividends, bonuses or other distributions or the proceeds of the realization of any of the foregoing unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and notwithstanding any entry in any books of the Company or otherwise howsoever, the Company shall not be constituted a trustee in respect thereof. all dividends, bonuses or other distributions or the proceeds of the realization of any of the foregoing unclaimed for six years after having been declared may be forfeited by the Board and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or reissued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.
~~156.~~ Any resolution declaring a dividend or other distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable or made to the persons registered as the holder of such shares at the close of business on a particular date or at a particular time on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend or other distribution between the transferors and transferees of any such shares. ~~t~~ The provisions of this Bye-Law shall mutatis mutandis apply to bonuses, capitalization issues, distributions of realised capital profits or offers or grants made by the Company to the shareholders.

DISTRIBUTION OF REALISED CAPITAL PROFITS

~~157.~~ The Company in general meeting may at any time and from time to time resolve that any surplus moneys in the hands of the Company representing capital profits arising from moneys received or recovered in respect of or arising from the real ~~iz~~ sation of any capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst ~~the ordinary~~ its shareholders on the footing that they receive the same as capital and in the shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of dividend, provided that no such ~~profits~~ surplus moneys as aforesaid shall be so distributed unless ~~there shallt~~ he Company will remain ~~ins~~ olvent after the ~~hands~~ distribution, or the realisable value of the assets of the Company ~~a sufciency of other assets to answer in full the whole of~~ will after the distribution be greater than the aggregate of its liabilities ~~and paid-up share capital of the Company for the time being~~ .

ANNUAL RETURNS

~~158.~~ The Board shall make or cause to be made such annual or other returns or filings as may

be required to be made in accordance with the Statutes.

– App-II-84 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

ACCOUNTS

~~159.~~ 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 receipts and expenditure take place; and of the property, assets, credits and liabilities of the Company and of all other matters required by the Statutes or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.
~~160.~~ The books of account shall be kept at the Head ~~o~~ Office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Statutes shall also be kept at the Registered ~~o~~ Office.
~~161.~~ No shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.
~~162.~~ (A) The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Statutes and, so long as any shares in the Company are with the consent of the Company listed on the stock exchange in the Relevant Territory, the accounts of the Company shall be prepared and audited based on the generally accepted accounting principles of Hong Kong, the International Financial Reporting Standards, or such other standards as may be permitted by the stock exchange in the Relevant Territory on which any of the shares in the Company are with the consent of the Company listed on such exchange, and the accounting principles or standards adopted shall be disclosed in the fnancial statements and the report of the auditors.
(B) ~~Subject to paragraph (C) below, every~~ Every balance sheet of the Company shall be signed on behalf of the Board by two (2) of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its a ~~rmn~~ nual general meeting, together with a copy of the Directors’ report and a copy of the auditors’ report thereon, shall not less than twenty-one (21) days before the date of the meeting be sent to every shareholder of, and every holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of the Companies ~~a~~ Act or these Bye-Laws, provided that this Bye-Law shall not afect the operation -
of paragraph (C) of this Bye Law, or require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one

– App-II-85 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

of the joint holders of any shares or debentures, but any shareholder or holder of debentures to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head ~~o~~ Office or the Registration ~~o~~ Office. If all or any of the shares or debentures or other securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to ~~the appropriate ofcer of~~ such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.

(C) ~~the Company may send summarized financial statements to shareholders of the Company who have, in accordance with the Statutes and any applicable rules prescribed by the Stock exchange of Hong Kong Limited, consented and elected to receive summarized fnancial statements instead of the full fnancial statements. the summarized financial statements must be accompanied by an auditor’s report and notice informing the shareholder how to notify the Company that he elects to receive the full financial statements. the summarized financial statements, notice and auditor’s report must be sent not less than twenty-one days before the general meeting to those shareholders that consented and elected to receive the summarized financial statements.S~~ ubject to due compliance with the Statutes and the rules of the stock exchange in the Relevant Territory, and to obtaining all necessary consents, if any, required thereunder and such consents being in full force and efect, the requirements of Bye-Law 161(B) shall be deemed satisfed in relation to any person by sending to the person in any manner not prohibited by the Statutes and instead of such copies, a summary financial statement derived from the Company’s annual fnancial statements and the directors’ report thereon, which shall be in the form and containing the information required by applicable laws and regulation, provided that any person who is otherwise entitled to the annual fnancial 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 a summary fnancial statement, a complete printed copy of the Company’s annual fnancial statements and the directors’ report thereon.
~~(D) Subject to section 88 of the Companies act, the Company shall send the full financial statements to a shareholder within seven days of receipt of the shareholder’s election to receive the full fnancial statements.~~

AUDITORS

~~163. (A) Auditors shall be appointed and the terms and tenure of such appointment and their duties at all times regulated in accordance with the provisions of the Companies act.~~

– App-II-86 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(A) ~~(B)~~ The Company shall at each a ~~rm~~ nnual general meeting by Ordinary Resolution appoint one or more firms of auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the auditors in office shall continue in office until a successor is appointed. ~~aA~~ Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Director, officer or employee shall not be ~~capable of being~~ appointed auditors of the Company. ~~t~~ The Board -

may fill any casual vacancy in the office of auditors (and subject to Bye Law 162(B), an auditor so appointed shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the shareholders under this - -

Bye Law at such remuneration to be determined by the shareholders under this Bye Law), but while any such vacancy continues the surviving or continuing auditor or auditors (if any) may act. ~~Subject as otherwise provided by the Companies act, theT~~ he remuneration of the auditors shall be fixed by ~~or on the authority of t~~ he Company by Ordinary Resolution in ~~the annual~~ general meeting ~~except that in any particular year the Company in general meeting may delegate the fixing ofo~~ r in such ~~remuneration tom~~ anner as the ~~Board~~ shareholders may by Ordinary Resolution determine and the remuneration of any auditors appointed to fill any casual vacancy may be fixed by the Directors.

(B) The shareholders may, at any general meeting convened and held in accordance with -
these Bye Laws, remove the auditor or auditors by Extraordinary Resolution at any time before the expiration of the term of ofce and shall, by Ordinary Resolution, at that meeting appoint another auditor in its place for the remainder of the term.
~~164.~~ The auditors shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information as may be necessary for the performance of his or their duties, and the auditors shall make a report to the shareholders on the accounts examined by them and on every balance sheet, consolidated balance sheet and consolidated profit and loss account intended to be laid before the Company in the annual general meeting during their tenure of office as required by the Statutes.

– App-II-87 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~165. AN~~ o person other than the retiring auditors shall ~~not~~ be ~~capable of being~~ appointed as auditors at an annual general meeting unless notice of an intention to nominate that person to the office of auditors has been given to the Company not less than fourteen (14) clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring auditors and shall give notice thereof to the shareholders not less than seven (7) days before the annual general meeting provided that the above ~~requirements~~ requirement for sending a copy of such notice to the retiring auditors may be waived by notice in writing by the retiring auditors to the Secretary ~~provided that if after a notice of the intention to nominate auditors has been so given an annual general meeting is called for a date fourteen days or less after that notice has been given, the notice, though not given within the time required by this Bye-Law, shall be deemed to have been properly given for the purposes thereof, and the notice to be sent or given by the Company may instead of being sent or given within the time required by this provision be sent or given at the same time as the notice of the annual general meeting~~ .
~~166.~~ Subject to the provisions of the Companies ~~aA~~ ct, all acts done by any person acting as ~~a~~ Auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in their appointment or that they were at the time of their appointment not qualified for appointment or subsequently became disqualified.

NOTICES

~~167~~ .

(A) (1) ~~Except where otherwise expressly stated, any notice~~ Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given ~~to~~ or ~~by any person pursuant toi~~ ssued under these Bye- ~~lawsL~~ aws by the Company shall be in writing o ~~r, to the extent permitted by the Statutes and any applicable rules prescribed by the Stock exchange of Hong Kong Limited from time to time and subject to this Bye-law, contained in an electronic communication. a notice calling a meeting of the Directors need not be in writing.~~ by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means:
(a) ~~(2) A notice in respect of any document (including a share certificate) may be served on or delivered to any shareholder of the Company either personally or~~ by serving it personally on the relevant person;

– App-II-88 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(b) by sending it through the post in a prepaid envelope ~~or wrapper~~ addressed to such shareholder at his registered address as appearing in the ~~rR~~ egister or ~~by leaving it at that address addressed to the shareholder or by any other means authorised in writing by the shareholder concerned or by publishing it by way of advertisement in at least one english language newspaper and one Chinese language newspaper circulating generally in the Relevant territory. In 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 sufcient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Statutes and any rules prescribed by the Stock exchange of Hong Kong Limited from time to time, a notice or document may be served or delivered by the Company to any shareholder by electronic means to such address as may from time to time be authorised by the shareholder concerned or by publishing it on a computer network and notifying the shareholder concerned, in such manner as he may from time to time authorise, that it has been so published.~~ at any other address supplied by him to the Company for the purpose;
~~(3) Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than ffteen days before the date of service or delivery. no change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person~~
(c) by delivering or leaving it at such address as aforesaid;
(d) by placing an advertisement in appointed newspapers (as defned in the Companies Act) or other publication, or where applicable in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the stock exchange in the Relevant Territory;
(e) by sending or transmitting it as an electronic communication to the relevant person -
at such electronic address as he may provide under Bye Law 166(A)(4), 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;
(f) by publishing it on the website of the stock exchange in the Relevant Territory or the Company's website or the website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on there (a “ notice of availability ”); or

– App-II-89 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(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) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands frst in the Register and notice so given shall be deemed a sufcient service on or delivery to all the joint holders.
(3) 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 ~~a~~ such share ~~in accordance with these Bye-laws, no,~~ 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 ~~deriving anyf~~ rom whom he derives title ~~or interest in that share shall be entitled to any further service or delivery of that notice or document. t~~ o such share.
(4) Every shareholder or a person who is entitled to receive notice from the Company under the -
provisions of the Statutes or these Bye Laws may register with the Company an electronic address to which notices can be served upon him.
(5) Subject to any applicable laws, rules and regulations and the terms of these Bye Laws, any notice, document or publication, including but not limited to the documents referred to in -
Bye Laws 161(B), 161(C) and 166 may be given in the English language only or in both the English language and the Chinese language.
(B) ~~(1) Any notice or document required to be sent to or served upon the Company or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid envelope or wrapper addressed to the Company or to such ofcer at the Head ofce or Registered ofce.A~~ ny Notice or other document:
~~(2) The Board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they fit for verifying the authenticity or integrity of any such electronic communication. any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specifed by the Board.~~

– App-II-90 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent;
(c) if published on the website of the stock exchange in the Relevant Territory or the Company’s website or the website to which the relevant person may have access, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the website of the stock exchange in the Relevant Territory or the Company’s website or the 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 Bye Laws, whichever is later;
(d) if served or delivered or displayed in any other manner contemplated by these Bye Laws, shall be deemed to have been served or delivered or displayed at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission or publication or display; and in proving such service or delivery or display a certifcate in writing signed by the Secretary or other ofcer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission or publication or display shall be conclusive evidence thereof; and
(e) if published as an advertisement in a newspaper or other publication permitted -
under these Bye Laws, shall be deemed to have been served on the day on which the advertisement frst so appears.
~~168.~~ (A) Any shareholder whose registered address is outside the Relevant ~~tT~~ erritory may notify the Company in writing of an address in the Relevant ~~t~~ Territory which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the shareholder is outside the Relevant ~~t~~ Territory, notice, if given through the post, shall be sent by prepaid airmail letter.

– App-II-91 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~169. Any notice or other document, if sent by mail, postage prepaid, shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing the same is put into the post. In proving such service it shall be sufcient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. any notice or document not sent by post but left by the Company at the address of a shareholder noted on the register shall be deemed to have been served or delivered on the day it was so left. any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to be have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. any notice or document served or delivered by the Company by any other means authorised in writing by the shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose any notice or other document published by way of advertisement in the newspapers or in an appointed newspaper or posted on a computer network shall be deemed to liave been served or delivered on the day it was so published or posted.~~

(B) Any shareholder who fails (and, where a share is held by joint holders, where the first joint holder named on the Register fails) to supply his registered address or electronic address (as the case may be) or a correct registered address or electronic address (as the case may be) to the Company for service of notices and documents on him shall not (and where a share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address or electronic address (as the case may be) shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on him may, if the Board in its -
absolute discretion so elect (and subject to them re electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head Office or, if the Board sees fit, by advertisement in the newspapers, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such shareholder which notice shall state the address within the Relevant Territory at which he may obtain a copy of the relevant document, or by displaying or otherwise making available the relevant notice or document on the Company’s website and stating the address within the Relevant Territory at which he may obtain a copy of the notice or document. Any notice or document served in the manner so described shall be sufficient service as regards shareholders with no registered or electronic address (as the case may be) or incorrect addresses, provided that nothing in this paragraph (B) shall be construed as requiring the Company to serve any notice or document on any shareholder with no or an incorrect registered address or electronic address (as the case may be) for the service of notice or document on him or on any shareholder other than the first named on the register of members of the Company.

– App-II-92 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(C) If on three (3) consecutive occasions notices or other documents have been sent through the post to any shareholder (or, in the case of joint holders of shares, the first holder named on the Register) at his registered address or by electronic means to his electronic address or website (in the event that the shareholder concerned has elected for service of -
any notice or document at this electronic address or website pursuant to Bye Law 166) but have been returned undelivered, such shareholder (and, in the case of joint holders of a share, all other joint holders of the share) shall not thereafter be entitled to receive or -
be served (save as the Board may elect otherwise pursuant to paragraph (B) of this Bye Law) and shall be deemed to have waived the service of notices and other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address or electronic address (in the event that the shareholder concerned has elected for service of any notice or document at his electronic address or -
website pursuant to Bye Law 166) for the service of notices on him.
(D) Notwithstanding any election by a shareholder, if the Company is advised that the sending of any notice or other document to any electronic address supplied by a shareholder may or might infringe the law of any relevant jurisdiction, or if the Company cannot verify the location of the server at which the electronic address of the shareholder located, the Company may in lieu of the sending of any notice or other document to the electronic address supplied by the shareholder concerned, place the same on the Company’s website, and any such placement shall be deemed effective service on the shareholder, and the relevant notice and document shall be deemed to be served on the shareholder on which the same is frst placed on the Company’s website.
(E) Notwithstanding any election by a shareholder from time to time to receive any notice or document through electronic means, such shareholder may, at any time require the Company to send to him, in addition to an electronic copy thereof a printed copy of any notice or document which he, in his capacity as shareholder, is entitled to receive.

168. [RESERVED].

~~170.~~ A notice or document may be given by the Company to the person entitled to a share in consequence of the death, mental disorder ~~or~~ , bankruptcy or liquidation of a shareholder by sending it through the post in a prepaid envelope or wrapper addressed to him by name, or by the title of representative of the deceased, ~~or~~ the trustee of the bankrupt or the liquidation of the shareholder, or by any like description, at the address (including electronic 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 or document in any manner in which the same might have been given if the death, mental disorde ~~r or,~~ bankruptcy or winding up had not occurred.
[RESERVED]. ~~171. Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.~~

– App-II-93 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~172.~~ Any notice or document delivered or sent by post or electronic means to, or left at the registered address of, any shareholder in pursuance of these ~~presentsB~~ ye-Laws, shall notwithstanding that such shareholder be then deceased ~~or,~~ bankrupt or wound up and whether or not the Company has notice of his death ~~or~~ , bankruptcy or winding up, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these ~~presents~~ Bye-Laws be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.
~~173.~~ The signature to any notice or document to be given by the Company may be written or printed.

INFORMATION

~~174.~~ No shareholder (not being a Director) 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, mystery of trade or secret process which may relate to the conduct of the business of the Company which in the opinion of the Board it will be inexpedient in the interests of the shareholders of the Company to communicate to the public.

WINDING UP

~~175.~~ A resolution that the Company be wound up by the Court or be wound up voluntarily shall be passed by a Special Resolution.
~~176.~~ If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the shareholders in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up on the shares held by them respectively.

– App-II-94 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

~~177.~~ If the Company shall be wound up (whether the liquidation is voluntary or ordered or sanctioned by ~~the Court~~ court) the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Act, divide among the shareholders in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders and the shareholders within each class. ~~tT~~ he liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any shares or other assets upon which there is a liability.

INDEMNITY

~~178. Save and except so far as the provisions of this Bye-Law shall be avoided by any provisions of the Statutes, the(~~ A) The Directors, ~~m~~ Managing Directors, alternate Directors, auditors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets 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 executors or administrators, shall or may incur or sustain 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, except such (if any) as they shall incur or sustain through their own willful neglect or default, fraud and dishonesty respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may ~~happen~~ arise in the execution of their respective offices or trusts, or in relation thereto, except as the same shall happen by or through their own willful neglect or default, fraud and dishonesty respectively.
(B) The Company may take out and pay the premium and other moneys for the maintenance of insurance, bonds and other instruments for the benefit either of the Company or the Directors (and/or other officers) or any of them to indemnify the Company and/or the Directors (and/or other ofcers) named therein for this purpose against any loss, damage, liability and claim which they may sufer or sustain in connection with any breach by the Directors (and/or other ofcers) or any of them of their duties to the Company.

– App-II-95 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

UNTRACEABLE SHAREHOLDERS

~~179.~~ Without prejudice to the rights of the Company under Bye-Law 15 ~~54~~ and the provisions of Bye-Law 1 ~~807~~ 9, the Company may cease sending such 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.
179 ~~.180.~~ (A) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a shareholder who is untraceable, but no such sale shall be made unless:
(i) all cheques or warrants, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Bye-Laws of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the shareholder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
(iii) the Company ~~has,~~ if so required by the Listing Rules, has given notice to, and caused ~~an~~ advertisement ~~to be inserted~~ in ~~the~~ newspapers in accordance with the requirements of the stock exchange in the Relevant Territory to be made of its intention to sell such shares in the manner required by the stock exchange in the Relevant Territory, and a period of three (3) months or such shorter period as may be allowed by the stock exchange in the Relevant Territory has elapsed since the date of such advertisement. ~~and~~
~~(iv) the Company has notified the stock exchange in the Relevant territory of its intention to afect such sale.~~

For the purpose of the foregoing, “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (iii) of this Bye-Law and ending at the expiry of the period referred to in that paragraph.

– App-II-96 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(B) To give effect to any such sale the Board may authorise any person to transfer the said shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. ~~tT~~ he net proceeds of the sale will belong to the Company and upon receipt by the Company of such proceeds it shall become indebted to the former shareholder for an amount equal to such net proceeds. Notwithstanding any entries made by the Company in any of its books or otherwise howsoever, no trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. ~~a~~ Any sale under this Bye-Law shall be valid and effective notwithstanding that the shareholder holding the shares sold is dead, bankrupt, wound up or otherwise under any legal disability or incapacity.

DESTRUCTION OF DOCUMENTS

~~181.~~ Subject to the Companies ~~a~~ Act, the Company may destroy:
(a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;
(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;
(c) any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration; and
(d) any other document, on the basis of which any entry in the ~~rR~~ egister is made, at any time after the expiry of six years from the date on which an entry in the ~~r~~ Register was first made in respect of it;

(i) the foregoing provisions of this Bye-Law shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

– App-II-97 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(ii) nothing contained in this Bye-Law shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and
(iii) references in this Bye-Law to the destruction of any document include reference to its disposal in any manner.

RESIDENT REPRESENTATIVE

~~182.~~ Pursuant to the provisions of the Statutes, the Board shall, for so long as the Company does not have a quorum of Directors ordinarily resident in Bermuda, appoint a Resident Representative as defined in the Statutes, to act on its behalf in Bermuda and to maintain all such records as may be required by the Statutes to be maintained in Bermuda and to make all necessary filings with the ministry of finance and Registrar of Companies in Bermuda as may be required by the Statutes and to fix his or their or its remuneration either by way of salary or fee for the period of the Resident Representative’s service to the Company.

MAINTENANCE OF RECORDS

~~183.~~ The Company shall keep at the office of its Resident Representative, in accordance with

the provisions of the Statutes, the following:

(i) minutes of all proceedings of general meetings of the Company;
(ii) all financial statements required to be prepared by the Company under the Companies ~~a~~ Act together with the auditors’ report thereon;
(iii) all records of account required by section 83 of the Companies ~~aA~~ ct to be kept in Bermuda; and
(iv) all such documents as may be required in order to provide evidence of the continued listing of the Company on an appointed stock exchange within the meaning of the Companies ~~a~~ Act.

– App-II-98 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

SUBSCRIPTION RIGHT RESERVE

The following provisions shall have efect to the extent that they are not prohibited by and are in compliance with the Companies Act:

~~184.~~ (A) ~~Subject to the Statutes if~~ If, so long as any of the rights attaching to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

  - (i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Bye-Law) maintain in accordance with the provisions of this Bye-Law a reserve (the “Subscription ~~r~~ Rights ~~rR~~ eserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalized and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up ~~in full such diference in respect of~~ such additional shares in full as and when the same are allotted;

  - (ii) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than ~~the~~ share premium account ~~and capital redemption reserve fund)~~ have been ~~used~~ extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

  - (iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising ~~warrant holderw~~ arrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

     - (a) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

– App-II-99 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(b) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par;

and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalized and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising ~~warrant holder~~ warrantholders; and

(iv) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising ~~warrant holderw~~ arrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, ~~contributed surplus account,~~ share premium account ~~and capital redemption reserve fund~~ ) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. ~~pending~~ Pending such payment ~~up~~ and allotment, the exercising ~~warrant holder~~ warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. ~~the~~ The rights represented by any such certificate shall
be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor ~~e~~ and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising ~~warrant holder~~ warrantholder upon the issue of such certificate.
(B) Shares allotted pursuant to the provisions of this Bye-Law shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. ~~notwithstanding N~~ otwithstanding anything contained in paragraph (A) of this Bye-Law, no fraction of any share shall be allotted on exercise of the subscription rights.
(C) The provisions of this Bye-Law as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any ~~warrant holderw~~ arrantholder or class of ~~warrant holdersw~~ arrantholders under this Bye-Law without the sanction of a Special Resolution of such ~~warrant holders~~ warrantholders or class of ~~warrant holders~~ warrantholders.

– App-II-100 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(D) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising ~~warrant holdersw~~ arrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrant ~~holdersw~~ arrantholders and shareholders.

RECORD DATES

~~185. N~~ otwithstanding any other provision of these Bye-Laws the Company or the Board may fix any date as the record date for (1) determining the shareholders entitled to receive any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made, and (2) determining the shareholders entitled to receive Notice of and to vote at any general meeting of the Company.

STOCK

~~186.~~ The following provisions shall have effect at any time and from time to time that they are

not prohibited or inconsistent with the Statutes:

(1) The Company may by ~~o~~ Ordinary Resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.
(2) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. ~~noN~~ o warrants to bearer shall be issued in respect of any stock.

– App-II-101 –

APPENDIX II AMENDMENTS TO THE EXISTING BYE-LAWS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

(3) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.
(4) Such of the provisions of these Bye-Laws as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

– App-II-102 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [147 x 51] intentionally omitted <==

Concord New Energy Group Limited 協合新能源集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 182)

NOTICE IS HEREBY GIVEN that the special general meeting of Concord New Energy Group Limited (the “ Company ”) will be held at Suite 3901, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 8 September 2023 at 10:00 a.m. for the following purposes:

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modifications, the following special resolutions of the Company:

SPECIAL RESOLUTIONS

“ THAT :
(a) the proposed amendments to the existing Bye-laws of the Company (the “ Proposed Basic Amendments ”), the details of which are set out in the Appendix I to the circular of the Company dated 15 August 2023, be and are hereby approved;
(b) the amended and restated Bye-laws of the Company (the “ New Basic Bye-laws which incorporate and consolidate the Proposed Basic Amendments and all previous amendments to the Bye-laws of the Company adopted and approved by the Company in the past (a copy of which is tabled at the meeting and marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) be and are hereby approved and adopted in substitution for and to the exclusion of the existing Bye-laws of the Company; and
(c) any Director, secretary, assistant secretary or registered office provider of the Company be and is hereby authorised to do all such acts as may be necessary or expedient in order to effect and implement the adoption of the New Basic Bye-laws and to make relevant registrations and filings in accordance with the requirements of the applicable laws in Bermuda and Hong Kong.’’

* For identification purposes only

– SGM-1 –

NOTICE OF SPECIAL GENERAL MEETING

“ THAT conditional upon the special resolution no. 1 set out in this notice having been passed:
(a) the proposed amendments to the existing Bye-laws of the Company (the “ Proposed Full-blown Amendments ”), the details of which are set out in the Appendix II to the circular of the Company dated 15 August 2023, be and are hereby approved;
(b) the amended and restated Bye-laws of the Company (the “ New Full-blown Amended Bye-laws ”) which incorporate and consolidate the Proposed Full-blown Amendments and all previous amendments to the Bye-laws of the Company adopted and approved by the Company in the past (a copy of which is tabled at the meeting and marked “B” and signed by the chairman of the meeting for the purpose of identification) be and are hereby approved and adopted in substitution for and to the exclusion of the existing Byelaws of the Company and the New Basic Bye-laws; and
(c) any Director, secretary, assistant secretary or registered office provider of the Company be and is hereby authorised to do all such acts as may be necessary or expedient in order to effect and implement the adoption of the New Full-blown Amended Bye-laws and to make relevant registrations and filings in accordance with the requirements of the applicable laws in Bermuda and Hong Kong.”

By order of the Board Chan Kam Kwan, Jason Company Secretary

Hong Kong, 15 August 2023

Notes:

Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or (in respect of any shareholder of two or more shares) more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. not later than 10:00 a.m. on Wednesday, 6 September 2023) before the time fixed for holding of the meeting or adjourned meeting (as the case may be). Proxy forms sent electronically or by any other data transmission process will not be accepted.
If tropical cyclone warning signal no. 8 or above, “extreme conditions” caused by super typhoons or a black rainstorm warning is in effect at any time after 8:00 a.m. on Friday, 8 September 2023, the meeting will be adjourned in accordance with the bye-laws of the Company 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.

– SGM-2 –

NOTICE OF SPECIAL GENERAL MEETING

The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date hereof, the Board comprises Mr. Liu Shunxing (Chairman), Ms. Liu Jianhong (Vice Chairperson), Mr. Gui Kai (Chief Executive Officer), Mr. Niu Wenhui, Mr. Zhai Feng and Ms. Shang Jia (all of above are executive Directors), Mr. Wang Feng (who is a non-executive Director), and Mr. Yap Fat Suan, Henry, Dr. Jesse Zhixi Fang, Ms. Huang Jian, Mr. Zhang Zhong and Ms. Li Yongli (who are independent non-executive Directors).

– SGM-3 –

AI assistant

Bloks Group Limited — Proxy Solicitation & Information Statement 2023

49127_rns_2023-08-14_529c4da2-f467-49b8-8f2a-ae8f74325275.pdf

PROPOSED AMENDMENT TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

Concord New Energy Group Limited 協 合 新 能 源 集 團 有 限 公 司 *

PROPOSED AMENDMENT TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

SPECIAL RESOLUTION NO. 1: PROPOSED BASIC AMENDMENTS TO COMPLY WITH THE LISTING RULES AND OTHER MINIMAL HOUSEKEEPING AMENDMENTS

The Company has maintained the requirement under the Existing Bye-laws of a minimum notice period of 21 clear days for a general meeting called for the passing of a special resolution, and no such amendment is proposed.

SPECIAL RESOLUTION NO. 2: PROPOSED FULL-BLOWN AMENDMENTS TO COMPLY WITH THE LISTING RULES AND OTHER COMPREHENSIVE HOUSEKEEPING AMENDMENTS

RECOMMENDATIONS

PRELIMINARY

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

SHARES AND INCREASE OF CAPITAL

RIGHTS OF PREFERENCE SHARES

(1) Dividends

(2) Liquidation.

(3) Voting Rights.

(4) Conversion.

A

B

provided that:

APPENDIX I

(5) Extension of general offer.

(6) No Impairment.

(7) Certificate as to Adjustments.

(8) Notices of Record Date.

APPENDIX I

(9) Issue Taxes.

(10) Reservation of Ordinary Shares Issuable Upon Conversion.

(11) Transfer and certificates.

(12) Severability.

(13) Undertaking.

(14) Notices.

APPENDIX I

REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

LIEN

CALLS ON SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

FORFEITURE OF SHARES

ALTERATION OF CAPITAL

GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF SHAREHOLDERS

REGISTERED OFFICE

BOARD OF DIRECTORS

APPOINTMENT AND RETIREMENT OF DIRECTORS

BORROWING POWERS

MANAGING DIRECTORS, ETC.

MANAGEMENT

MANAGERS

CHAIRMAN AND OTHER OFFICERS

PROCEEDINGS OF THE DIRECTORS

MINUTES

SECRETARY

GENERAL MANAGEMENT AND USE OF THE SEAL

AUTHENTICATION OF DOCUMENTS

CAPITALISATION OF RESERVES

DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES

either

DISTRIBUTION OF REALISED CAPITAL PROFITS

ANNUAL RETURNS

ACCOUNTS

AUDITORS

NOTICES

APPENDIX I

APPENDIX I

INFORMATION

WINDING UP

INDEMNITY

UNTRACEABLE SHAREHOLDERS

DESTRUCTION OF DOCUMENTS

RESIDENT REPRESENTATIVE

MAINTENANCE OF RECORDS

SUBSCRIPTION RIGHT RESERVE

RECORD DATES

STOCK

Bloks Group Limited Proxy Solicitation & Information Statement 2023

Concord New Energy Group Limited 協合新能源集團有限公司 *

APPOINTMENT AND RETIREMENT ROTATION OF DIRECTORS