THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Beststudy Education Group, you should at once hand this supplemental circular, together with the enclosed revised form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular.

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China Beststudy Education Group 卓越教育集團 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3978)

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular (the “ supplemental circular ”) should be read together with the circular of the annual general meeting of the Company dated 30 May 2022 and the notice convening the annual general meeting dated 30 May 2022 of China Beststudy Education Group to be held at 41/F, Xinde Business Centre, Zhongshan 4th Road, Yuexiu District, Guangzhou, Guangdong, PRC on Thursday, 30 June 2022 at 2:30 p.m..

A supplemental notice of the Annual General Meeting is set out on pages 54 to 55 of this supplemental circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed revised form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 2:30 p.m. on Tuesday, 28 June 2022) or any adjournment thereof. Completion and return of the revised form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the Annual General Meeting in person.

16 June 2022

For identification purpose only

		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Amendments to the Memorandum and Articles of Association and
	Adoption of the Amended and Restated Memorandum and
	Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Proposed Change of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Details of the Proposed Amendments to the Memorandum and
	Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Supplemental Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		54

– i –

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at 41/F, Xinde Business Centre, Zhongshan 4th Road, Yuexiu District, Guangzhou, Guangdong, PRC on Thursday, 30 June 2022 at 2:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice and supplemental notice of the meeting or any adjournments thereof

“Board”

the board of Directors of the Company

“Company”

China Beststudy Education Group 卓越教育集團*, a company incorporated in the Cayman Islands as an exempted company with limited liability on 27 August 2010, the Shares of which are listed on the Main Board of the Stock Exchange

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

“Group” the Company and its subsidiaries
“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 of Hong Kong Limited

“Memorandum and Articles of the memorandum and articles of association of the Association” Company, as amended and restated, from time to time
“PRC”

the People’s Republic of China

“Shareholder(s)”

holder(s) of Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

For identification purpose only

– 1 –

LETTER FROM THE BOARD

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China Beststudy Education Group 卓越教育集團 *

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 3978)

Executive Directors: Junjing Tang (Chairman) Junying Tang Gui Zhou Weiying Guan

Non-executive Director: Wenhui Xu

Independent Non-executive Directors: Yu Long Peng Xue Caihe Lin

Registered Office: 4th Floor, Harbour Place 103 South Church Street P.O. Box 10240 Grand Cayman, KY1-1002 Cayman Islands

Headquarters and Principal Place of Business in the PRC: 41/F, Xinde Business Centre Zhongshan 4th Road Yuexiu District, Guangzhou Guangdong, PRC

Principal Place of Business in Hong Kong: Room 1901, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

16 June 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

For identification purpose only

– 2 –

LETTER FROM THE BOARD

1. INTRODUCTION

References are made to the circular of the Annual General Meeting and the notice of Annual General Meeting of the Company both dated 30 May 2022. This supplemental circular aims to give you the supplemental notice of Annual General Meeting and provide you with relevant information, to enable you to make an informed decision on whether to vote for or against, among other things, the resolutions relating to the proposed amendments to the memorandum and articles of association and the propose change of auditor at the Annual General Meeting.

2. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company date 13 June 2022, the Board proposes to make certain amendments to the existing memorandum and articles of association of the Company (the “ Existing Memorandum and Articles ”) to conform to the Core Shareholder Protection Standards as set out in Appendix 3 to the Listing Rules which became effective on 1 January 2022 and to reflect certain updates in relation to the applicable laws of the Cayman Islands (such proposed amendments to the Existing Memorandum and Articles are collectively referred to as the “ Proposed Amendments ”). The Board also proposes to adopt the amended and restated memorandum and articles of association incorporating the Proposed Amendments, and to the exclusion of, the Existing Memorandum and Articles in their entirety.

The Proposed Amendments are set out in Appendix I to this supplemental circular. The Chinese translation of the Proposed Amendments is for reference only. In case of any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail.

The legal advisers of the Company as to Hong Kong law have confirmed to the Company that the Proposed Amendments comply with the requirements of the Listing Rules and the legal advisers of the Company as to Cayman Islands law have confirmed to the Company that the Proposed Amendments are not inconsistent with the laws of the Cayman Islands. The Company confirms that there is nothing unusual about the New Articles for a Cayman Islands company listed on the Stock Exchange.

The Proposed Amendments and adoption of amended and restated memorandum and articles of association incorporating the Proposed Amendments (“ New Memorandum and Articles ”) are subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting.

– 3 –

LETTER FROM THE BOARD

3. PROPOSED CHANGE OF AUDITOR

Reference is made to the announcement of the Company dated 13 June 2022 in relation to the proposed change of auditor of the Company.

The Board, with the recommendation of the audit committee of the Company, proposes to appoint Deloitte Touche Tohmatsu Certified Public Accountants as the new auditor of the Company at the Annual General Meeting to fill the vacancy arising from the retirement of Ernst & Young at the close of the Annual General Meeting and to hold office until the conclusion of the next annual general meeting of the Company. This appointment is subject to the completion of the internal approval process by Deloitte Touche Tohmatsu Certified Public Accountants and the approval of the Shareholders at the Annual General Meeting.

To the best of Directors’ knowledge, the decision on the change of auditor of the Company was taken as the Company and Ernst & Young could not reach a consensus on the audit remuneration for the financial year ending 31 December 2022.

Ernst & Young has confirmed in writing that there are no matters or circumstances that need to be brought to the attention of the Shareholders in relation to its retirement. The Company has also confirmed that the Company is not aware of any other matters in relation to the change of auditor that need to be brought to the attention of the Shareholders.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The supplemental notice of the Annual General Meeting is set out on pages 54 to 55 of this supplemental circular.

Pursuant to the Listing Rules and Article 72 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting is to be decided by poll save that the chairman of the meeting may, pursuant to the Listing Rules, allow a resolution to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

Since the original notice of Annual General Meeting and the form of proxy (the “ First Proxy Form ”) sent together with the circular dated 30 May 2022 do not contain the proposed resolutions in relation to the amendments to the memorandum and articles of association and the proposed change of auditor as set out in this supplemental circular, a supplemental notice of Annual General Meeting and revised form of proxy (the “ Revised Proxy Form ”) are enclosed with this supplemental circular. Such revised form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.beststudy.com). To be valid,

– 4 –

LETTER FROM THE BOARD

the revised form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 2:30 p.m. on Tuesday, 28 June 2022) or any adjournment thereof (the “ Closing Time ”). Completion and delivery of the revised form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the Annual General Meeting in person.

A Shareholder who has not yet lodged the First Proxy Form with the Share Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy(ies) to attend the Annual General Meeting on his/her behalf. In this case, the First Proxy Form should not be lodged with the Share Registrar.

A Shareholder who has already lodged the First Proxy Form with the Share Registrar should note that:

(i) subject to (iii) below, if no Revised Proxy Form is lodged with the Share Registrar, the First Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form and, in respect of the resolutions for the Proposed Amendments and adoption of amended and restated memorandum and articles of association and the proposed change of auditor as set out in the supplemental notice of the Annual General Meeting and Revised Proxy Form, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolutions.
(ii) if the Revised Proxy Form is lodged with the Share Registrar before the Closing Time, the First Proxy Form previously lodged by him/her will be revoked and superseded by the Revised Proxy Form. The Revised Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.

– 5 –

LETTER FROM THE BOARD

(iii) if the Revised Proxy Form is lodged with the Share Registrar after the Closing Time, the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Share Registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form with the Share Registrar before the Closing Time.

5. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Taking into account of the recent development of the situation with the COVID-19, the Company will implement the following prevention and control measures at the Annual General Meeting against the pandemic to protect the Shareholders from the risk of infection:

(i) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue;
(ii) every Shareholder or proxy is required to wear surgical face mask throughout the meeting;
(iii) no souvenirs will be provided; and
(iv) no refreshments will be served.

6. RECOMMENDATION

The Directors consider that the Proposed Amendments and adoption of New Memorandum and Articles and the proposed change of auditor are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

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Junjing Tang

Chairman, Chief Executive Officer and Executive Director

– 6 –

APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The following are the Proposed Amendments to the Existing Memorandum and Articles. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Existing Memorandum and Articles.

	Existing in force		Proposed to be amended as
No.	Memorandum of Association	No.	Memorandum of Association
4.18	To lend and advance moneys or give credit to	4.18	To lend and advance ~~moneysm~~onies or give credit
	such persons and on such terms as may be thought		to such persons and on such terms as may be
	fit and to guarantee or stand surety for the		thought fit and to guarantee or stand surety for the
	obligations of any third party whether such third		obligations of any third party whether such third
	party is related to the Company or otherwise and		party is related to the Company or otherwise	and
	whether or not such guarantee or surety is to		whether or not such guarantee or surety is to
	provide any benefits to the Company and for that		provide any benefits to the Company and for	that
	purpose to mortgage or charge the Company’s		purpose to mortgage or charge the Company’s
	undertaking, property and uncalled capital or any		undertaking, property and uncalled capital or	any
	part thereof, on such terms and conditions as may		part thereof, on such terms and conditions as	may
	be thought expedient in support of any such		be thought expedient in support of any such
	obligations binding on the Company whether		obligations binding on the Company whether
	contingent or otherwise.		contingent or otherwise.
5	The Company shall have the power, subject to the	5	The Company shall have the power, subject to the
	provisions of the Cayman Islands Companies Law		provisions of the Cayman Islands Companies
	and with the approval of a special resolution, to transfer and be registered by way of continuation as a body corporate limited by shares under the		~~Law~~Act and with the approval of a ~~special~~ ~~resolution~~Special Resolution, to transfer and be registered by way of continuation as a body
	laws of any jurisdiction outside of the Cayman		corporate limited by shares under the laws of	any
	Islands and to be de-registered in the Cayman		jurisdiction outside of the Cayman Islands and to
	Islands.		be de-registered in the Cayman Islands.
—	—	10	The financial year end of the Company is 31
			December in each year or such other date as the
			Directors may from time to time decide and annex
			to this Memorandum.

– 7 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
1(a)	The Regulations contained in Table A in the First		1(a)	The Regulations contained in Table A in the First
	Schedule to the Companies Law do not apply the Company.	to		Schedule to the Companies ~~Law~~Act do not apply to the Company.
1(b)	⋯⋯		1(b)	⋯⋯
	*Companies* *Law* means the Companies Law (Revised) of the Cayman Islands as amended from			*Companies* ~~*Law~~Act* means the Companies ~~Law~~Act (Revised) of the Cayman Islands as amended from
	time to time and every other act, order regulation			time to time and every other act, order regulation
	or other instrument having statutory effect	(as		or other instrument having statutory effect (as
	amended from time to time) for the time being in			amended from time to time) for the time being in
	force in the Cayman Islands applying to	or		force in the Cayman Islands applying to or
	affecting the Company, the Memorandum	of		affecting the Company, the Memorandum of
	Association and/or the Articles of Association;			Association and/or the Articles of Association;
	⋯⋯			⋯⋯
	*Registered Office* means the registered office	of		*Registered Office* means the registered office of
	the Company for the time being as required by the			the Company for the time being as required by the
	Companies Law;			Companies ~~Law~~Act;
	⋯⋯			⋯⋯

– 8 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

			Existing in force		Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
1(c)	In these Articles, unless there be something in the			1(c)	In these Articles, unless there be something in the
	subject or context inconsistent herewith:				subject or context inconsistent herewith:
	(i)		words denoting the singular number shall		(i) words denoting the singular number shall
			include the plural number and vice versa;		include the plural number and vice versa;
	(ii)		words importing any gender shall include		(ii) words importing any gender shall include
			every gender and words importing persons		every gender and words importing persons
			shall include partnerships, firms, companies		shall include partnerships, firms, companies
			and corporations;		and corporations;
	(iii)		subject to the foregoing provisions of this		(iii) subject to the foregoing provisions of this
			Article, any words or expressions defined in		Article, any words or expressions defined in
			the Companies Law (except any statutory modification thereof not in force when		the Companies ~~Law~~Act (except any statutory modification thereof not in force
			these Articles become binding on the		when these Articles become binding on the
			Company) shall bear the same meaning in		Company) shall bear the same meaning in
			these Articles, save that company shall		these Articles, save that company shall
			where the context permits include any		where the context permits include any
			company incorporated in the Cayman		company incorporated in the Cayman
			Islands or elsewhere; and		Islands or elsewhere; and
	(iv)		references to any statute or statutory		(iv) references to any statute or statutory
			provision shall be construed as relating to		provision shall be construed as relating to
			any statutory modification or re-enactment		any statutory modification or re-enactment
			thereof for the time being in force.		thereof for the time being in force.
1(d)	At	all times during the Relevant Period a		1(d)	At all times during the Relevant Period a
	resolution shall be a Special Resolution when it				resolution shall be a Special Resolution when it
	has	been passed by a majority of not less than			has been passed by a majority of not less than
	three-quarters of the votes cast by such Shareholders as, being entitled so to do, vote in				three ~~quarters~~fourths of the ~~votes cast~~voting rights held by such Shareholders as, being entitled so to
	person		or by proxy or, in the case of any		do, vote in person or by proxy or, in the case of
	Shareholder being a corporation, by its duly				any Shareholder being a corporation, by its duly
	authorised representatives at a general meeting of				authorised representatives at a general meeting of
	which		notice specifying the intention to propose		which notice specifying the intention to propose
	the	resolution as a special resolution has been			the resolution as a special resolution has been
	duly	given.			duly given.
—	—			1(h)	Subject to Article 5(a), the provisions of Special
					Resolutions and Ordinary Resolutions shall apply
					mutatis mutandis to any resolutions passed by the
					holders of any class of Shares.

– 9 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
5	(a)	If at any time the share capital of the	5	(a)	If at any time the share capital of the
		Company is divided into different classes of			Company is divided into different classes of
		Shares, all or any of the special rights			Shares, all or any of the special rights
		attached to any class (unless otherwise			attached to any class (unless otherwise
		provided for by the terms of issue of the			provided for by the terms of issue of the
		Shares of that class) may, subject to the			Shares of that class) may, subject to the
		provisions of the Companies Law, be varied or abrogated either with the consent in			provisions of the Companies ~~Law~~Act, be varied or abrogated ~~either ~~with the consent
		writing of the holders of not less than three-quarters in nominal value of the			in writing of the holders of ~~not less than~~at least three-~~quarters in nominal value~~fourths
		issued Shares of that class or with the			of the issued Shares of that class, or with
		sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such			the ~~sanction~~approval of a ~~Special~~ ~~Resolution~~resolution passed by at least three-fourths of the votes cast by the
		separate general meeting the provisions of			holders of the Shares of that class present
		these Articles relating to general meetings			and voting in person or by proxy at a
		shall mutatis mutandis apply, provided that:			separate ~~general ~~meeting of ~~the~~such holders ~~of the Shares of that class~~. To every such
					separate general meeting the provisions of
		(i) the necessary quorum (other than at an adjourned meeting) shall be not			these Articles relating to general meetings shall apply mutatis mutandis ~~apply,~~
		less than two persons holding (or, in			provided that:
		the case of a Shareholder being a
		corporation, by its duly authorised
		representative) or representing by			(i) the necessary quorum ~~(other than at~~
		proxy one-third in nominal value of			~~an adjourned meeting) ~~shall be ~~not~~
		the issued Shares of that class. In the			~~less than ~~two persons holding (or, in
		event of any adjourned meeting as a			the case of a Shareholder being a
		result of a lack of quorum, two			corporation, by its duly authorised
		Shareholders present in person (or in the case of the Shareholder being a			representative), or representing by proxy at least one-third ~~in nominal~~
		corporation, by its duly authorised			~~value ~~of the issued Shares of that
		representative) or by proxy (whatever			class~~. In the event of any adjourned~~
		the number of Shares held by them)			~~meeting as a result of a lack of~~
		shall be a quorum; and			~~quorum, two Shareholders present in~~
					~~person~~ ~~(or~~ ~~in~~ ~~the~~ ~~case~~ ~~of~~ ~~the~~
		⋯⋯			~~Shareholder being a corporation, by~~
					~~its duly authorised representative) or~~
					~~by proxy (whatever the number of~~
					~~Shares~~ ~~held~~ ~~by~~ ~~them)~~ ~~shall~~ ~~be~~ ~~a~~
					~~quorum~~; and
					⋯⋯
8	Any	new Shares shall be issued upon such terms	8	Any	new Shares shall be issued upon such terms
	and conditions and with such rights, privileges or			and conditions and with such rights, privileges or
	restrictions attached thereto as the general meeting			restrictions attached thereto as the general meeting
	resolving upon the creation thereof shall direct,			resolving upon the creation thereof shall direct,
	and	if no direction be given, subject to the		and	if no direction be given, subject to the
	provisions of the Companies Law and of these Articles, as the Board shall determine; and in			provisions of the Companies ~~Law~~Act and of these Articles, as the Board shall determine; and in
	particular such Shares may be issued with a			particular such Shares may be issued with a
	preferential or qualified right to participate in			preferential or qualified right to participate in
	Dividends and in the distribution of assets of the			Dividends and in the distribution of assets of the
	Company and with a special right or without any			Company and with a special right or without any
	right	of voting.		right	of voting.

– 10 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as
No. Articles of Association No. Articles of Association 11 (a) All unissued Shares and other securities of 11 (a) All unissued Shares and other securities of the Company shall be at the disposal of the the Company shall be at the disposal of the Board and it may offer, allot (with or Board and it may offer, allot (with or without conferring a right of renunciation), without conferring a right of renunciation), grant options over or otherwise dispose of grant options over or otherwise dispose of them to such persons, at such times, for them to such persons, at such times, for such consideration and generally on such such consideration and generally on such terms (subject to Article 9) as it in its terms (subject to Article 9) as it in its absolute discretion thinks fit, provided that absolute discretion thinks fit, provided that no Shares shall be issued at a discount. The no Shares shall be issued at a discount. The Board shall, as regards any offer or Board shall, as regards any offer or allotment of Shares, comply with the allotment of Shares, comply with the provisions of the Companies Law, if and so provisions of the Companies ~~Law~~ Act, if and far as such provisions may be applicable so far as such provisions may be applicable thereto. thereto.
(b) Neither the Company nor the Board shall be (b) Neither the Company nor the Board shall be obliged, when making or granting any obliged, when making or granting any allotment of, offer of, option over or allotment of, offer of, option over or disposal of Shares or other securities of the disposal of Shares or other securities of the Company, to make, or make available, and Company, to make, or make available, and may resolve not to make, or make may resolve not to make, or make available, any such allotment, offer, option available, any such allotment, offer, option or Shares or other securities to Shareholders or Shares or other securities to Shareholders or others with registered addresses in any or others with registered addresses in any jurisdiction outside of the Relevant jurisdiction outside of the Relevant Territory, or in any particular territory or Territory, or in any particular territory or territories being a territory or territories territories being a territory or territories where, in the absence of a registration where, in the absence of a registration statement or other special formalities, this statement or other special formalities, would or might, in the opinion of the ~~this~~ doing so would or might, in the opinion Board, be unlawful or impracticable, or the of the Board, be unlawful or impracticable, existence or extent of the requirement for or the existence or extent of the such registration statement or special requirement for such registration statement formalities might be expensive (whether in or special formalities might be expensive absolute terms or in relation to the rights of (whether in absolute terms or in relation to the Shareholder(s) who may be affected) or the rights of the Shareholder(s) who may be time consuming to determine. The Board affected) or time consuming to determine. shall be entitled to make such arrangements The Board shall be entitled to make such to deal with fractional entitlements arising arrangements to deal with fractional on an offer of any unissued Shares or other entitlements arising on an offer of any securities as it thinks fit, including the unissued Shares or other securities as it aggregation and the sale thereof for the thinks fit, including the aggregation and the benefit of the Company. Shareholders who sale thereof for the benefit of the Company. may be affected as a result of any of the Shareholders who may be affected as a matters referred to in this paragraph (b) result of any of the matters referred to in shall not be, and shall be deemed not to be, this paragraph (b) shall not be, and shall be a separate class of Shareholders for any deemed not to be, a separate class of purposes whatsoever. Shareholders for any purposes whatsoever.

– 11 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as
No. Articles of Association No. Articles of Association 12 (a) The Company may at any time pay 12 (a) The Company may at any time pay commission to any person for subscribing commission to any person for subscribing or agreeing to subscribe (whether or agreeing to subscribe (whether absolutely or conditionally) for any Shares absolutely or conditionally) for any Shares or procuring or agreeing to procure or procuring or agreeing to procure subscriptions (whether absolute or subscriptions (whether absolute or conditional) for any Shares, provided that conditional) for any Shares, provided that the conditions and requirements of the the conditions and requirements of the Companies Law shall be observed and Companies ~~Law~~ Act shall be observed and complied with, and in each case the complied with, and in each case the commission shall not exceed ten per cent of commission shall not exceed ten per cent of the price at which the Shares are issued. the price at which the Shares are issued.
(b) If any Shares are issued for the purpose of (b) If any Shares are issued for the purpose of raising money to defray the expenses of the raising money to defray the expenses of the construction of any works or buildings or construction of any works or buildings or the provision of any plant which cannot be the provision of any plant which cannot be made profitable within a period of one year, made profitable within a period of one year, the Company may pay interest on so much the Company may pay interest on so much of that share capital as is for the time being of that share capital as is for the time being paid up for the period and, subject to any paid up for the period and, subject to any conditions and restrictions mentioned in the conditions and restrictions mentioned in the Companies Law, may charge the sum so Companies ~~Law~~ Act, may charge the sum so paid by way of interest to capital as part of paid by way of interest to capital as part of the cost of construction of the works or the cost of construction of the works or buildings, or the provisions of the plant. buildings, or the provisions of the plant.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
13	⋯⋯		13	⋯⋯
	(b)	consolidate or divide all or any of its share		(b)	consolidate or divide all or any of its share
		capital into Shares of larger or smaller			capital into Shares of a larger or smaller
		amount than its existing Shares; and on any			amount than its existing Shares; and on any
		consolidation of fully paid Shares into			consolidation of fully paid Shares into
		Shares of larger amount, the Board may			Shares of a larger amount, the Board may
		settle any difficulty which may arise as it			settle any difficulty which may arise as it
		thinks expedient and in particular (but			thinks expedient and in particular (but
		without prejudice to the generality of the			without prejudice to the generality of the
		foregoing) may as between the holders of			foregoing) may as between the holders of
		Shares to be consolidated determine which			Shares to be consolidated determine which
		particular Shares are to be consolidated into			particular Shares are to be consolidated into
		a consolidated Share, and if it shall happen			a consolidated Share, and if it shall happen
		that any person shall become entitled to			that any person shall become entitled to
		fractions of a consolidated Share or Shares,			fractions of a consolidated Share or Shares,
		such fractions may be sold by some person			such fractions may be sold by some person
		appointed by the Board for that purpose and			appointed by the Board for that purpose and
		the person so appointed may transfer the			the person so appointed may transfer the
		Shares so sold to the purchaser thereof and			Shares so sold to the purchaser thereof and
		the validity of such transfer shall not be			the validity of such transfer shall not be
		questioned, and so that the net proceeds of			questioned, and ~~so that ~~the net proceeds of
		such sale (after deduction of the expenses			such sale (after deduction of the expenses
		of such sale) may either be distributed			of such sale) may either be distributed
		among the persons who would otherwise be			among the persons who would otherwise be
		entitled to a fraction or fractions of a			entitled to a fraction or fractions of a
		consolidated Share or Shares rateably in			consolidated Share or Shares rateably in
		accordance with their rights and interest or			accordance with their rights and interest or
		may be paid to the Company for the			may be paid to the Company for the
		Company’s benefit;			Company’s benefit;
	⋯⋯			⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
	(d)	sub-divide its Shares or any of them into		(d)	sub-divide its Shares or any of them into
		Shares of smaller amount than is fixed by			Shares of smaller amount than is fixed by
		the Memorandum of Association, subject			the Memorandum of Association, subject
		nevertheless to the provisions of the			nevertheless to the provisions of the
		Companies Law, and so that the resolution whereby any Share is sub-divided may			Companies ~~Law~~Act, and so that the resolution whereby any Share is
		determine that, as between the holders of			sub-divided may determine that, as between
		the Shares resulting from such sub-division,			the holders of the Shares resulting from
		one or more of the Shares may have any			such sub-division, one or more of the
		such preferred or other special rights over,			Shares may have any such preferred or
		or may have such deferred rights or be			other special rights over, or may have such
		subject to any such restrictions as compared			deferred rights or be subject to any such
		with the others as the Company has power			restrictions as compared with the others as
		to attach to unissued or new Shares;			the Company has power to attach to
					unissued or new Shares;
	⋯⋯
				⋯⋯
	(g)	change the currency of denomination of its
		share capital; and		(g)	change the currency of denomination of its
					share capital; and/or
	⋯⋯
				⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
15	(a)	Subject to the Companies Law, or any other law or so far as not prohibited by any law	15	(a)	Subject to the Companies ~~Law~~Act, or any other law or so far as not prohibited by any
		and subject to any rights conferred on the			law and subject to any rights conferred on
		holders of any class of Shares, the			the holders of any class of Shares, the
		Company shall have the power to purchase			Company shall have the power to purchase
		or otherwise acquire all or any of its own			or otherwise acquire all or any of its own
		Shares (which expression as used in this			Shares (which expression as used in this
		Article includes redeemable Shares),			Article includes redeemable Shares),
		provided that the manner and terms of			provided that the manner and terms of
		purchase have first been authorised by an			purchase have first been authorised by an
		Ordinary Resolution, and to purchase or			Ordinary Resolution, and to purchase or
		otherwise acquire warrants and other			otherwise acquire warrants and other
		securities for the subscription or purchase			securities for the subscription or purchase
		of its own Shares, and shares and warrants			of its own Shares, and shares and warrants
		and other securities for the subscription or			and other securities for the subscription or
		purchase of any shares in any company			purchase of any shares in any company
		which is its Holding Company and may			which is its Holding Company and may
		make payment therefor in any manner and			make payment therefor in any manner and
		terms authorised or not prohibited by law,			terms authorised or not prohibited by law,
		including out of capital, or to give, directly			including out of capital, or to give, directly
		or indirectly, by means of a loan, a			or indirectly, by means of a loan, a
		guarantee, an indemnity, the provision of			guarantee, an indemnity, the provision of
		security or otherwise howsoever, financial			security or otherwise howsoever, financial
		assistance for the purpose of or in			assistance for the purpose of or in
		connection with a purchase or other			connection with a purchase or other
		acquisition made or to be made by any			acquisition made or to be made by any
		person of any Shares or warrants or other			person of any Shares or warrants or other
		securities in the Company or any company			securities in the Company or any company
		which is a Holding Company of the			which is a Holding Company of the
		Company. If the Company purchases or			Company. If the Company purchases or
		otherwise acquires its own Shares or			otherwise acquires its own Shares or
		warrants or other securities, neither the			warrants or other securities, neither the
		Company nor the Board shall be required to			Company nor the Board shall be required to
		select the Shares or warrants or other			select the Shares or warrants or other
		securities to be purchased or otherwise			securities to be purchased or otherwise
		acquired rateably or in any other manner			acquired rateably or in any other manner
		and terms as between the holders of Shares			and terms as between the holders of Shares
		or warrants or other securities of the same			or warrants or other securities of the same
		class or as between them and the holders of			class or as between them and the holders of
		Shares or warrants or other securities of			Shares or warrants or other securities of
		any other class or in accordance with the			any other class or in accordance with the
		rights as to Dividends or capital conferred			rights as to Dividends or capital conferred
		by any class of Shares, provided always			by any class of Shares, provided always
		that any such purchase or other acquisition			that any such purchase or other acquisition
		or financial assistance shall only be made			or financial assistance shall only be made
		in accordance with the relevant code, rules			in accordance with the relevant code, rules
		or regulations issued from time to time by			or regulations issued from time to time by
		the HK Stock Exchange and/or the			the HK Stock Exchange and/or the
		Securities and Futures Commission of Hong			Securities and Futures Commission of Hong
		Kong from time to time in force.			Kong from time to time in force.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force				Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
	(b)	Subject to the provisions of the Companies			(b)	Subject to the provisions of the Companies
		Law and the Memorandum of Association				~~Law~~Act and the Memorandum of
		of the Company, and to any special rights				Association of the Company, and to any
		conferred on the holders of any Shares or				special rights conferred on the holders of
		attaching to any class of Shares, Shares				any Shares or attaching to any class of
		may be issued on the terms that they may,				Shares, Shares may be issued on the terms
		at the option of the Company or the holders				that they may, at the option of the Company
		thereof, be liable to be redeemed on such				or the holders thereof, be liable to be
		terms and in such manner, including out of				redeemed on such terms and in such
		capital, as the Board may deem fit.				manner, including out of capital, as the
						Board may deem fit.
	⋯⋯
					⋯⋯
	(e)	The holder of the Shares being purchased
		or redeemed shall be bound to deliver to			(e)	The holder of the Shares being purchased
		the Company at the Head Office or such				or redeemed shall be bound to deliver ~~up ~~to
		other place as the Board shall specify	the			the Company at the Head Office or such
		certificate(s) thereof for cancellation	and			other place as the Board shall specify the
		thereupon the Company shall pay to him				certificate(s) thereof for cancellation and
		the purchase or redemption monies	in			thereupon the Company shall pay to him
		respect thereof.				the purchase or redemption monies in
						respect thereof.
17	(a)	The Board shall cause to be kept	the	17	(a)	The Board shall cause to be kept the
		Register and there shall be entered therein				Register and there shall be entered therein
		the particulars required under	the			the particulars required under the
		Companies Law.				Companies ~~Law~~Act.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
	(b)	Subject to the provisions of the Companies		(b)	Subject to the provisions of the Companies
		Law, if the Board considers it necessary or appropriate, the Company may establish			~~Law~~Act, if the Board considers it necessary or appropriate, the Company may establish
		and maintain a principal or branch register			and maintain a principal or branch register
		of Shareholders at such location as the			of Shareholders at such location as the
		Board thinks fit and, during the Relevant			Board thinks fit and, during the Relevant
		Period, the Company shall keep its			Period, the Company shall keep its
		principal or a branch register of			principal or a branch register of
		Shareholders in Hong Kong.			Shareholders in Hong Kong.
	(c)	During the Relevant Period (except when		(c)	During the Relevant Period (except when
		the Register is closed), any Shareholder			the Register is closed in accordance with
		may inspect during business hours any			the terms equivalent to the relevant section
		Register maintained in Hong Kong without			of the Companies Ordinance), any
		charge and require the provision to him of			Shareholder may inspect during business
		copies or extracts thereof in all respects as			hours any Register maintained in Hong
		if the Company were incorporated under			Kong without charge and require the
		and were subject to the Companies			provision to him of copies or extracts
		Ordinance.			thereof in all respects as if the Company
					were incorporated under and were subject
	(d)	The Register may be closed at such time or			to the Companies Ordinance.
		for such period not exceeding in the whole
		30 days in each year as the Board may		(d)	The Register may be closed in accordance
		determine (or such longer period as the			with the terms equivalent to the relevant
		members of the Company may by Ordinary			section of the Companies Ordinance at such
		Resolution determine, provided that such			time or for such period not exceeding in the
		period shall not be extended beyond 60			whole 30 days in each year as the Board
		days in any year).			may determine (or such longer period as the
					members of the Company may by Ordinary
					Resolution determine, provided that such
					period shall not be extended beyond 60
					days in any year).

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force				Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
18	(a)	Every person whose name is entered as	a	18	(a)	Every person whose name is entered as a
		Shareholder in the Register shall be entitled				Shareholder in the Register shall be entitled
		to receive within the relevant time limit as				to receive within the relevant time limit as
		prescribed in the Companies Law or as the HK Stock Exchange may from time to time				prescribed in the Companies ~~Law~~Act or as the HK Stock Exchange may from time to
		determine, whichever is shorter, after				time determine, whichever is shorter, after
		allotment or lodgement of a transfer (or				allotment or lodgement of a transfer (or
		within such other period as the conditions				within such other period as the conditions
		of issue shall provide or is required by the				of issue shall provide or is required by the
		applicable rules of the stock exchange of				applicable rules of the stock exchange of
		the Relevant Territory) one certificate for				the Relevant Territory) one certificate for
		all his Shares, or, if he shall so request, in	a			all his Shares, or, if he shall so request, in a
		case where the allotment or transfer is of	a			case where the allotment or transfer is of a
		number of Shares in excess of the number				number of Shares in excess of the number
		for the time being forming a stock				for the time being forming a stock
		exchange board lot for the purposes of the				exchange board lot for the purposes of the
		stock exchange of the Relevant Territory on				stock exchange of the Relevant Territory on
		which the Shares are listed upon payment				which the Shares are listed upon payment
		of such sum (in the case of a transfer, not				of such sum (in the case of a transfer, not
		exceeding in the case of any share capital				exceeding in the case of any share capital
		listed on a stock exchange in Hong Kong,				listed on a stock exchange in Hong Kong,
		HK$2.50 or such other sum as may from				HK$2.50 or such other sum as may from
		time to time be allowed or not prohibited				time to time be allowed or not prohibited
		under the Listing Rules, and in the case of				under the Listing Rules, and in the case of
		any other Shares, such sum in such				any other Shares, such sum in such
		currency as the Board may from time to				currency as the Board may from time to
		time determine to be reasonable in the				time determine to be reasonable in the
		territory in which the relevant Register is				territory in which the relevant Register is
		situated, or otherwise such other sum as the				situated, or otherwise such other sum as the
		Company may by Ordinary Resolution				Company may by Ordinary Resolution
		determine) for every certificate after the				determine) for every certificate after the
		first as the Board may from time to time				first as the Board may from time to time
		determine, such number of certificates for				determine, such number of certificates for
		Shares in stock exchange board lots or				Shares in stock exchange board lots or
		whole multiples thereof as he shall request				whole multiples thereof as he shall request
		and one for the balance (if any) of the				and one for the balance (if any) of the
		Shares in question, provided that in respect				Shares in question, provided that in respect
		of a Share or Shares held jointly by several				of a Share or Shares held jointly by several
		persons, the Company shall not be bound to				persons, the Company shall not be bound to
		issue a certificate or certificates to each				issue a certificate or certificates to each
		such person, and the issue and delivery of	a			such person, and the issue and delivery of a
		certificate or certificates to one of the joint				certificate or certificates to one of the joint
		holders shall be sufficient delivery to all				holders shall be sufficient delivery to all
		such holders.				such holders.
	⋯⋯				⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as No. Articles of Association No. Articles of Association 23 The Company shall have a first and paramount 23 The Company shall have a first and paramount lien on every Share (not being a fully paid Share) lien on every Share (not being a fully paid Share) for all moneys, whether presently payable or not, for all ~~moneys~~ monies, whether presently payable called or payable at a fixed time in respect of that or not, called or payable at a fixed time in respect Share; and the Company shall also have a first of that Share; and the Company shall also have a and paramount lien and charge on all Shares first and paramount lien and charge on all Shares (other than fully paid-up Shares) standing (other than fully paid-up Shares) standing registered in the name of a Shareholder, whether registered in the name of a Shareholder, whether singly or jointly with any other person or persons, singly or jointly with any other person or persons, for all the debts and liabilities of such for all the debts and liabilities of such Shareholder or his estate to the Company and Shareholder or his estate to the Company and whether the same shall have been incurred before whether the same shall have been incurred before or after notice to the Company of any equitable or or after notice to the Company of any equitable or other interest of any person other than such other interest of any person other than such Shareholder, and whether the period for the Shareholder, and whether the period for the payment or discharge of the same shall have payment or discharge of the same shall have actually arrived or not, and notwithstanding that actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such the same are joint debts or liabilities of such Shareholder or his estate and any other person, Shareholder or his estate and any other person, whether a Shareholder or not. The Company’s lien whether a Shareholder or not. The Company’s lien (if any) on a Share shall extend to all Dividends (if any) on a Share shall extend to all Dividends and bonuses declared in respect thereof. The and bonuses declared in respect thereof. The Board may at any time either generally or in any Board may at any time either generally or in any particular case waive any lien that has arisen, or particular case waive any lien that has arisen, or declare any Share to be exempt wholly or partially declare any Share to be exempt wholly or partially from the provisions of this Article. from the provisions of this Article. 24 The Company may sell, in such manner as the 24 The Company may sell, in such manner as the Board thinks fit, any Shares on which the Board thinks fit, any Shares on which the Company has a lien, but no sale shall be made Company has a lien, but no sale shall be made unless some sum in respect of which the lien unless some sum in respect of which the lien exists is presently payable or the liability or exists is presently payable or the liability or engagement in respect of which such lien exists is engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor liable to be presently fulfilled or discharged, nor until the expiration of 14 days after a notice in until the expiration of 14 days after a notice in writing, stating and demanding payment of the writing, stating and demanding payment of the sum presently payable or specifying the liability sum presently payable or specifying the liability or engagement and demanding fulfilment or or engagement and demanding fulfilment or discharge thereof and giving notice of intention to discharge thereof and giving notice of intention to sell in default, shall have been given, in the sell in default, shall have been given, in the manner in which notices may be sent to manner in which notices may be sent to Shareholders of the Company as provided in these Shareholders of the Company as provided in these Articles, to the registered holder for the time Articles, to the registered holder for the time being of the Shares, or the person entitled by being of the Shares, or the person entitled to the reason of such holder’s death, bankruptcy or Shares by reason of such holder’s death, winding-up to the Shares. bankruptcy or winding-up ~~to the Shares~~ .

– 19 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

– 20 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
41	⋯⋯	41	⋯⋯
	(c) Notwithstanding anything contained in		(c) Notwithstanding anything contained in
	these Articles, the Company shall as soon		these Articles, the Company shall as soon
	as practicable and on a regular basis record		as practicable and on a regular basis record
	in the principal Register all removals of		in the principal Register all removals of
	Shares effected on any branch Register and		Shares effected on any branch Register and
	shall at all times maintain the principal		shall at all times maintain the principal
	Register and all branch Registers in all		Register and all branch Registers in all
	respects in accordance with the Companies		respects in accordance with the Companies
	Law.		~~Law~~Act.

42	Fully paid Shares shall be free from any	42	Fully paid Shares shall be free from any
	restriction with respect to the right of the holder		restriction with respect to the right of the holder
	thereof to transfer such Shares (except when		thereof to transfer such Shares (except when
	permitted by the HK Stock Exchange) and shall		permitted by the HK Stock Exchange) and shall
	also be free from all liens. The Board may,		also be free from all liens. The Board may,
	however, in its absolute discretion, refuse to		however, in its absolute discretion, refuse to
	register a transfer of any Share which is not fully		register a transfer of any Share which is not fully
	paid to a person of whom it does not approve or		paid to a person of whom it does not approve or
	any Share issued under any share option scheme		any Share issued under any share option scheme
	upon which a restriction on transfer imposed		upon which a restriction on transfer imposed
	thereby still subsists, and it may also refuse to		thereby still subsists, and it may also refuse to
	register a transfer of any Share (whether fully		register a transfer of any Share (whether fully
	paid up or not) to more than four joint holders or		paid up or not) to more than four joint holders or
	a transfer of any Shares (not being a fully paid up		a transfer of any Shares (not being a fully paid up
	Share) on which the Company has a lien.		Share) on which the Company has a lien. The
			Board may also decline to recognise any
			instrument of transfer if the proposed transfer
			does not comply with these Articles or any
			requirements of the Listing Rules.
45	If the Board shall refuse to register a transfer of any Share, it shall, within two months after the	45	If the Board ~~shall refuse~~refuses to register a transfer of any Share, it shall, within two
	date on which the transfer was lodged with the Company, send to each of the transferor and the		~~months~~Months after the date on which the transfer was lodged with the Company, send to each of the
	transferee notice of such refusal and, except		transferor and the transferee notice of such refusal
	where the subject Share is not a fully paid Share,		and, except where the subject Share is not a fully
	the reason(s) for such refusal.		paid Share, the reason(s) for such refusal.

– 21 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as No. Articles of Association No. Articles of Association 56 A person whose Shares have been forfeited shall 56 A person whose Shares have been forfeited shall cease to be a Shareholder in respect of the cease to be a Shareholder in respect of the forfeited Shares, but shall, nevertheless, remain forfeited Shares, but shall, nevertheless, remain liable to pay to the Company all moneys which, as liable to pay to the Company all ~~moneys~~ monies at the date of forfeiture, were payable by him to which, as at the date of forfeiture, were payable the Company in respect of the forfeited Shares, by him to the Company in respect of the forfeited together with (if the Board shall in its discretion Shares, together with (if the Board shall in its so require) interest thereon from the date of discretion so require) interest thereon from the forfeiture until the date of actual payment date of forfeiture until the date of actual payment (including the payment of such interest) at such (including the payment of such interest) at such rate not exceeding 20 per cent per annum as the rate not exceeding 20 per cent per annum as the Board may prescribe, and the Board may enforce Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without the payment thereof if it thinks fit, and without any deduction or allowance for the value of the any deduction or allowance for the value of the Shares as at the date of forfeiture, but his liability Shares as at the date of forfeiture, but his liability shall cease if and when the Company shall have shall cease if and when the Company shall have received payment in full of all such moneys in received payment in full of all such respect of the Shares. For the purposes of this ~~moneys~~ monies in respect of the Shares. For the Article any sum which by the terms of issue of a purposes of this Article any sum which by the Share, is payable thereon at a fixed time which is terms of issue of a Share, is payable thereon at a subsequent to the date of forfeiture, whether on fixed time which is subsequent to the date of account of the nominal value of the Share or by forfeiture, whether on account of the nominal way of premium, shall notwithstanding that such value of the Share or by way of premium, shall time has not yet arrived be deemed to be payable notwithstanding that such time has not yet arrived on the date of forfeiture, and the same shall be deemed to be payable on the date of forfeiture, become due and payable immediately upon the and the same shall become due and payable forfeiture, but interest thereon shall only be immediately upon the forfeiture, but interest payable in respect of any period between the said thereon shall only be payable in respect of any fixed time and the date of actual payment. period between the said fixed time and the date of actual payment.

– 22 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force				Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
62	At all times during the Relevant Period other than			62	At all times during the Relevant Period ~~other than~~
	the year of the Company’s adoption		of these		~~the year of the Company’s adoption of these~~
	Articles, the Company shall in each year hold a general meeting as its annual general meeting in				~~Articles~~, the Company shall in each financial year hold a general meeting as its annual general
	addition to any other meeting in that		year and		meeting in addition to any other meeting in that
	shall specify the meeting as such in the notice				year and shall specify the meeting as such in the
	calling it; and not more than 15 Months (or such longer period as may be authorised by the HK				notice calling it~~;~~, and ~~not more than 15 Months~~ ~~(or such longer period as may be authorised by~~
	Stock Exchange) shall elapse between the date of				~~the HK Stock Exchange) shall elapse between the~~
	one annual general meeting of the Company and that of the next. The annual general meeting shall				~~date of one~~such annual general meeting shall be held within six months after the end of the
	be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time				Company ~~and that of the next~~’s financial year. The annual general meeting shall be held in the
	and place as the Board shall appoint. A meeting of				Relevant Territory or elsewhere as may be
	the Shareholders or any class thereof may be held				determined by the Board and at such time and
	by means of such telephone, electronic		or other		place as the Board shall appoint. A meeting of the
	communication facilities as permit all persons				Shareholders or any class thereof may be held by
	participating in the meeting to communicate with				means of such telephone, electronic or other
	each other simultaneously and	instantaneously,			communication facilities as permit all persons
	and participation in such a	meeting shall			participating in the meeting to communicate with
	constitute presence at such meetings.				each other simultaneously and instantaneously,
					and participation in such a meeting shall
					constitute presence at such meetings.

– 23 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
64	The Board may, whenever it thinks fit, convene an	64	The Board may, whenever it thinks fit, convene an
	extraordinary general meeting. Extraordinary		extraordinary general meeting. ~~Extraordinary~~
	general meetings shall also be convened on the		~~general meetings shall also be convened on the~~
	requisition of one or more Shareholders holding, as at the date of deposit of the requisition, not less		~~requisition~~ ~~of~~ ~~one~~ One or more Shareholders holding, as at the date of deposit of the
	than one-tenth of the paid up capital of the		requisition, in aggregate not less than one-tenth of
	Company having the right of voting at general meetings. Such requisition shall be made in		the ~~paid up~~voting rights (on a one vote per share basis) in the share capital of the Company
	writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the		~~having~~may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the ~~right~~agenda of ~~voting at general~~
	transaction of any business specified in such requisition. Such meeting shall be held within two		~~meetings~~a meeting. Such requisition shall be made in writing to the Board or the Secretary for the
	Months after the deposit of such requisition. If		purpose of requiring an extraordinary general
	within 21 days of such deposit, the Board fails to		meeting to be called by the Board for the
	proceed to convene such meeting, the		transaction of any business specified in such
	requisitionist(s) himself (themselves) may do so in		requisition. Such meeting shall be held within two
	the same manner, and all reasonable expenses		Months after the deposit of such requisition. If
	incurred by the requisitionist(s) as a result of the		within 21 days of such deposit, the Board fails to
	failure of the Board shall be reimbursed to the		proceed to convene such meeting, the
	requisitionist(s) by the Company.		requisitionist(s) himself (themselves) may do so in
			the same manner, and all reasonable expenses
			incurred by the requisitionist(s) as a result of the
			failure of the Board shall be reimbursed to the
			requisitionist(s) by the Company.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
65	An annual general meeting of the Company shall	65	An annual general meeting of the Company shall
	be called by at least 21 days’ (and not less than 20		be called by at least 21 days~~’ (and not less than 20~~
	clear business days’) notice in writing, and a general meeting of the Company, other than an		~~clear business days’)~~’ notice in writing, and a general meeting of the Company, other than an
	annual general meeting, shall be called by at least		annual general meeting, shall be called by at least
	14 days’ (and not less than 10 clear business		14 days~~’ (and not less than 10 clear business~~
	days’) notice in writing. The notice shall be exclusive of the day on which it is served or		~~days’)~~’ notice in writing. The notice shall be exclusive of the day on which it is served or
	deemed to be served and of the day for which it is		deemed to be served and of the day for which it is
	given, and shall specify the place, the day, the		given, and shall specify the place, the day, the
	hour and the agenda of the meeting and		hour and the agenda of the meeting and
	particulars of the resolutions to be considered at		particulars of the resolutions to be considered at
	that meeting and in case of special business (as		that meeting and in case of special business (as
	defined in Article 67), the general nature of that		defined in Article 67), the general nature of that
	business, and shall be given, in manner hereinafter		business, and shall be given, in manner hereinafter
	mentioned or in such other manner, if any, as may		mentioned or in such other manner, if any, as may
	be prescribed by the Company in general meeting,		be prescribed by the Company in general meeting,
	to such persons as are, under these Articles,		to such persons as are, under these Articles,
	entitled to receive such notices from the		entitled to receive such notices from the
	Company, provided that a meeting of the		Company, provided that a meeting of the
	Company shall notwithstanding that it is called by		Company shall notwithstanding that it is called by
	shorter notice than that specified in this Article be		shorter notice than that specified in this Article, if
	deemed to have been duly called if it is so agreed:		permitted by the Listing Rules, be deemed to have
			been duly called if it is so agreed:
	⋯⋯
			⋯⋯
70	The chairman (if any) of the Company or if he is	70	The chairman (if any) of the Company or if he is
	absent or declines to take the chair at such		absent or declines to take the chair at such
	meeting, the Vice chairman (if any) of the Company shall take the chair at every general		meeting, the ~~Vice~~vice chairman (if any) of the Company shall take the chair at every general
	meeting, or, if there be no such chairman or Vice		meeting, or, if there be no such chairman or
	chairman, or, if at any general meeting neither of such chairman or Vice chairman is present within 15 minutes after the time appointed for holding		~~Vice~~vice chairman, or, if at any general meeting neither of such chairman or ~~Vice~~vice chairman is present within 15 minutes after the time appointed
	such meeting, or both such persons decline to take		for holding such meeting, or both such persons
	the chair at such meeting, the Directors present		decline to take the chair at such meeting, the
	shall choose one of their number as chairman of		Directors present shall choose one of their number
	the meeting, and if no Director be present or if all		as chairman of the meeting, and if no Director be
	the Directors present decline to take the chair or if		present or if all the Directors present decline to
	the chairman chosen shall retire from the chair,		take the chair or if the chairman chosen shall
	then the Shareholders present shall choose one of		retire from the chair, then the Shareholders
	their number to be chairman of the meeting.		present shall choose one of their number to be
			chairman of the meeting.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force				Proposed to be amended as
No.	Articles of Association		No.		Articles of Association
73	Where a resolution is voted on by a show	of		73	Where a resolution is voted on by a show	of
	hands, a declaration by the chairman of	the			hands as permitted under the Listing Rules,	a
	meeting that a resolution has on a show of hands				declaration by the chairman of the meeting that a
	been carried or carried unanimously, or by a				resolution has on a show of hands been carried	or
	particular majority, or not carried by a particular				carried unanimously, or by a particular majority,
	majority, or lost, and an entry to that effect made				or not carried by a particular majority, or lost, and
	in the minute book of the Company shall	be			an entry to that effect made in the minute book	of
	conclusive evidence of the facts without proof of				the Company shall be conclusive evidence of the
	the number or proportion of the votes recorded in				facts without proof of the number or proportion	of
	favour of or against such resolution.				the votes recorded in favour of or against such
					resolution.
80	Where the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution			80	~~Where~~All Shareholders of the Company ~~has~~ ~~knowledge that~~(including a Shareholder which is a Clearing House (or its nominee(s))) shall have the
	or restricted to voting only for or only against any				right to (a) speak at a general meeting and (b)
	particular resolution, any votes cast by or	on			vote at a general meeting except where	a
	behalf of such Shareholder in contravention	of			Shareholder is required by the Listing Rules	to
	such requirement or restriction shall not	be			abstain from voting to approve the matter under
	counted. No powers shall be taken to freeze	or			consideration. Where any Shareholder is, under
	otherwise impair any of the rights attaching to any				the Listing Rules, required to abstain from voting
	share by reason only that the person or persons				on any particular resolution or restricted to voting
	who are interested directly or indirectly therein				only for or only against any particular resolution,
	have failed to disclose their interests to	the			any votes cast by or on behalf of such Shareholder
	Company.				in contravention of such requirement or restriction
					shall not be counted. No powers shall be taken	to
					freeze or otherwise impair any of the rights
					attaching to any share by reason only that the
					person or persons who are interested directly	or
					indirectly therein have failed to disclose their
					interests to the Company.

– 26 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
86	Any Shareholder entitled to attend and vote at a	86	Any Shareholder entitled to attend and vote at a
	meeting of the Company shall be entitled to		meeting of the Company shall be entitled to
	appoint another person as his proxy to attend and		appoint another person as his proxy to attend and
	vote instead of him. A Shareholder who is the		vote instead of him. A corporation which is a
	holder of two or more Shares may appoint more		Shareholder may execute a form of proxy under
	than one proxy to represent him and vote on his		the hand of a duly authorised officer. A
	behalf at a general meeting of the Company or at		Shareholder who is the holder of two or more
	a class meeting. A proxy need not be a		Shares may appoint more than one proxy to
	Shareholder. On a poll or a show of hands votes		represent him and vote on his behalf at a general
	may be given either personally (or, in the case of		meeting of the Company or at a class meeting. A
	a Shareholder being a corporation, by its duly		proxy need not be a Shareholder. On a poll or a
	authorised representative) or by proxy. A proxy		show of hands votes may be given either
	shall be entitled to exercise the same powers on		personally (or, in the case of a Shareholder being
	behalf of a Shareholder who is an individual and		a corporation, by its duly authorised
	for whom he acts as proxy as such Shareholder		representative) or by proxy. A proxy shall be
	could exercise. In addition, a proxy shall be		entitled to exercise the same powers on behalf of
	entitled to exercise the same powers on behalf of		a Shareholder who is an individual and for whom
	a Shareholder which is a corporation and for		he acts as proxy as such Shareholder could
	which he acts as proxy as such Shareholder could		exercise. In addition, a proxy shall be entitled to
	exercise if it were an individual Shareholder.		exercise the same powers on behalf of a
			Shareholder which is a corporation and for which
			he acts as proxy as such Shareholder could
			exercise as if it were an individual Shareholder
			present in person at any general meeting.
93	(a) Any corporation which is a Shareholder	93	(a) Any corporation which is a Shareholder
	may, by resolution of its directors or other		may, by resolution of its directors or other
	governing body or by power of attorney,		governing body or by power of attorney,
	authorise such person as it thinks fit to act		authorise such person as it thinks fit to act
	as its representative at any meeting of the		as its representative at any meeting of the
	Company or of any class of Shareholders of		Company or of any class of Shareholders of
	the Company, and the person so authorised		the Company, and the person so authorised
	shall be entitled to exercise the same rights		shall be entitled to exercise the same rights
	and powers on behalf of the corporation		and powers on behalf of the corporation
	which he represents as that corporation		which he represents as that corporation
	could exercise if it were an individual		could exercise as if it were an individual
	Shareholder. References in these Articles to		Shareholder. References in these Articles to
	a Shareholder present in person at a		a Shareholder present in person at a
	meeting shall, unless the context otherwise		meeting shall, unless the context otherwise
	requires, include a corporation which is a		requires, include a corporation which is a
	Shareholder represented at the meeting by		Shareholder represented at the meeting by
	such duly authorised representative.		such duly authorised representative.

– 27 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force				Proposed to be amended as
No.	Articles of Association		No.		Articles of Association
	(b)	Where a Shareholder is a Clearing House			(b)	Where a Shareholder is a Clearing House
		(or its nominee(s)), it may (subject to				(or its nominee(s)), it may (subject to
		Article 94) authorise such person or persons				Article 94) appoint proxies or authorise
		as it thinks fit to act as its representative or				such person or persons as it thinks fit to act
		representatives at any meeting of the				as its representative or representatives, who
		Company or at any meeting of any class of				enjoy rights equivalent to the rights of other
		Shareholders, provided that if more than				Shareholders, at any meeting of the
		one person is so authorised, the				Company (including but not limited to
		authorisation shall specify the number and				general meetings and creditors meetings) or
		class of Shares in respect of which each				at any meeting of any class of
		such representative is so authorised. A				Shareholders, provided that if more than
		person so authorised pursuant to the				one person is so authorised, the
		provisions of this Article shall be deemed				authorisation shall specify the number and
		to have been duly authorised without				class of Shares in respect of which each
		further evidence of the facts and be entitled				such representative is so authorised. A
		to exercise the same rights and powers on				person so authorised pursuant to the
		behalf of the Clearing House (or its				provisions of this Article shall be deemed
		nominee(s)) which he represents as that				to have been duly authorised without
		Clearing House (or its nominee(s)) could				further evidence of the facts and be entitled
		exercise as if such person were an				to exercise the same rights and powers on
		individual Shareholder, including the right				behalf of the Clearing House (or its
		to vote individually on a show of hands.				nominee(s)) which he represents as that
						Clearing House (or its nominee(s)) could
						exercise as if such person were an
						individual Shareholder, including the right
						to speak and vote individually on a show of
						hands or on a poll.
97	The number of Directors shall not be less than			97	The number of Directors shall not be less than
	two.	The Company shall keep at its Registered			two.	The Company shall keep at its Registered
	Office a register of its directors and officers in				Office a register of its directors and officers in
	accordance with the Companies Law.				accordance with the Companies ~~Law~~Act.

– 28 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
98	Director may at any time, by notice in writing	98	A Director may at any time, by notice in writing
	signed by him delivered to the Registered Office		signed by him delivered to the Registered Office
	or at the Head Office or at a meeting of the		or at the Head Office or at a meeting of the
	Board, appoint any person (including another		Board, appoint any person (including another
	Director) to act as alternate Director in his place		Director) to act as alternate Director in his place
	during his absence and may in like manner at any		during his absence and may in like manner at any
	time terminate such appointment. If such person is		time terminate such appointment. If such person is
	not another Director such appointment unless		not another Director such appointment unless
	previously approved by the Board shall have		previously approved by the Board shall have
	effect only upon and subject to being so approved.		effect only upon and subject to being so approved.
	The appointment of an alternate Director shall		The appointment of an alternate Director shall
	terminate on the happening of any event which,		terminate on the happening of any event which,
	were he a Director, would cause him to vacate		were he a Director, would cause him to vacate
	such office or if his appointor ceases to be a		such office or if his appointor ceases to be a
	Director. An alternate Director may act as		Director. An alternate Director may act as
	alternate to more than one Director.		alternate to more than one Director.
101	The Directors shall be entitled to receive by way	101	The Directors shall be entitled to receive by way
	of ordinary remuneration for their services as		of ordinary remuneration for their services as
	Directors such sum as shall from time to time be		Directors such sum as shall from time to time be
	determined by the Company in general meeting or		determined by the Company in general meeting or
	by the Board, such sum (unless otherwise directed		by the Board, such sum (unless otherwise directed
	by the resolution by which it is voted) to be		by the resolution by which it is voted) to be
	divided amongst the Directors in such proportions and in such manner as they may agree, or failing		divided ~~amongst~~among the Directors in such proportions and in such manner as they may
	agreement, equally, except that in such event any		agree, or failing agreement, equally, except that in
	Director holding office for less than the whole of		such event any Director holding office for less
	the relevant period in respect of which the		than the whole of the relevant period in respect of
	ordinary remuneration is paid shall only rank in		which the ordinary remuneration is paid shall only
	such division in proportion to the time during		rank in such division in proportion to the time
	such period for which he has held office. Such		during such period for which he has held office.
	remuneration shall be in addition to any other		Such remuneration shall be in addition to any
	remuneration to which a Director who holds any		other remuneration to which a Director who holds
	salaried employment or office in the Company		any salaried employment or office in the Company
	may be entitled by reason of such employment or		may be entitled by reason of such employment or
	office.		office.

– 29 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
105	⋯⋯		105	⋯⋯
	(b)	Except as would, if the Company were a		(b)	Except as would, if the Company were a
		company incorporated in Hong Kong, be			company incorporated in Hong Kong, be
		permitted by the Companies Ordinance as			permitted by the Companies Ordinance as
		in force as at the date of adoption of these			in force as at the date of adoption of these
		Articles, and except as permitted under the			Articles, and except as permitted under the
		Companies Law, the Company shall not directly or indirectly:			Companies ~~Law~~Act, the Company shall not directly or indirectly:
	⋯⋯			⋯⋯
106	A Director shall vacate his office:		106	A Director shall vacate his office:
	⋯⋯			⋯⋯
	(c)	if he absents himself from the meetings of		(c)	if he absents himself from the meetings of
		the Board during a continuous period of six			the Board during a continuous period of six
		months, without special leave of absence from the Board, and his alternate Director			~~months~~Months, without special leave of absence from the Board, and his alternate
		(if any) shall not during such period have			Director (if any) shall not during such
		attended in his stead, and the Board pass a			period have attended in his stead, and the
		resolution that he has by reason of such			Board pass a resolution that he has by
		absence vacated his office;			reason of such absence vacated his office;
	⋯⋯			⋯⋯
	(h)	if he shall be removed from the office by		(h)	if he shall be removed from the office by
		notice in writing served on him signed by			notice in writing served on him signed by
		not less than three-quarters in number (or if that is not a round number, the nearest			not less than three-~~quarters~~fourths in number (or if that is not a round number,
		lower round number) of the Directors			the nearest lower round number) of the
		(including himself) then in office.			Directors (including himself) then in office.
108	⋯⋯		108	⋯⋯
	(d)	A Director shall not vote (nor shall he be		(d)	A Director shall not vote (nor shall he be
		counted in the quorum) on any resolution of			counted in the quorum) on any resolution of
		the Board in respect of any contract or			the Board in respect of any contract or
		arrangement or proposal in which he or any			arrangement or proposal in which he or any
		of his Close Associate(s) has/have a			of his Close Associate(s) has/have a
		material interest, and if he shall do so his			material interest, and if he shall do so his
		vote shall not be counted (nor shall he be			vote shall not be counted (nor shall he be
		counted in the quorum for that resolution),			counted in the quorum for that resolution)~~,~~
		but this prohibition shall not apply to any of the following matters namely:			~~but this~~. This prohibition shall not apply to any of the following matters namely:
	⋯⋯			⋯⋯

– 30 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
112	The Company may from time to time in general	112	The Company may from time to time in general
	meeting by Ordinary Resolution elect any person		meeting by Ordinary Resolution elect any person
	to be a Director either to fill a casual vacancy or		to be a Director ~~either to fill a casual vacancy or~~
	as an additional Director. Any Director so		~~as~~ ~~an~~ ~~additional~~ ~~Director.~~ ~~Any~~ ~~Director~~ ~~so~~
	appointed shall be subject to retirement by		~~appointed~~ ~~shall~~ ~~be~~ ~~subject~~ ~~to~~ ~~retirement~~ ~~by~~
	rotation pursuant to Article 109.		~~rotation~~ ~~pursuant~~ ~~to~~ ~~Article~~ ~~109~~(including a managing director or other executive director).
113	The Board shall have power from time to time and	113	The Board shall have power from time to time and
	at any time to appoint any person as a Director		at any time to appoint any person as a Director
	either to fill a casual vacancy or as an additional		either to fill a casual vacancy or as an additional
	Director, provided that the number of Directors so		Director, provided that the number of Directors so
	appointed shall not exceed the maximum number		appointed shall not exceed the maximum number
	determined from time to time by the Shareholders		determined from time to time by the Shareholders
	in general meeting. Any Director appointed by the		in general meeting or these Articles. Any Director
	Board to fill a casual vacancy shall hold office		appointed by the Board to fill a casual vacancy or
	only until the first general meeting of the		as an addition to the existing Board shall hold
	Company after his appointment and be subject to		office only until the first annual general meeting
	re-election at such meeting. Any Director		of the Company after his appointment and ~~be~~
	appointed by the Board as an addition to the		~~subject~~ ~~to~~ ~~re-election~~ ~~at~~ ~~such~~ ~~meeting.~~ ~~Any~~
	existing Board shall hold office only until the next		~~Director appointed by the Board as an addition to~~
	following annual general meeting of the Company		~~the existing Board shall hold office only until the~~
	and shall then be eligible for re-election. Any		~~next following annual general meeting of the~~
	Director appointed under this Article shall not be		~~Company~~ ~~and~~ shall then be eligible for
	taken into account in determining the Directors or		re-election. Any Director appointed under this
	the number of Directors who are to retire by		Article shall not be taken into account in
	rotation at an annual general meeting.		determining the Directors or the number of
			Directors who are to retire by rotation at an
			annual general meeting.

– 31 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
114	No person, other than a retiring Director, shall,	114	No person, other than a retiring Director, shall,
	unless recommended by the Board for election, be		unless recommended by the Board for election, be
	eligible for election to the office of Director at		eligible for election to the office of Director at
	any general meeting, unless notice in writing of		any general meeting, unless notice in writing of
	the intention to propose that person for election as		the intention to propose that person for election as
	a Director and notice in writing by that person of		a Director signed by a Shareholder and notice in
	his willingness to be elected shall have been		writing signed by that person of his willingness to
	lodged at the Head Office or at the Registration		be elected shall have been lodged at the Head
	Office. The period for lodgement of the notices		Office or at the Registration Office. The ~~period~~
	required under this Article will commence no		~~for lodgement of the notices required under this~~
	earlier than the day after the despatch of the		~~Article will commence no earlier than the day~~
	notice of the general meeting appointed for such		~~after the despatch of the notice of the general~~
	election and end no later than seven days prior to the date of such general meeting and the minimum		~~meeting appointed for~~Company shall include the particulars of such proposed person for election
	length of the period during which such notices to the Company may be given will be at least seven		~~and~~ ~~end~~ ~~no~~ ~~later~~ ~~than~~as a Director in its announcement or supplementary circular, and shall
	days.		give the Shareholders at least seven days to
			consider the relevant information disclosed in
			such announcement or supplementary circular
			prior to the date of ~~such general~~the meeting ~~and~~ ~~the minimum length o~~f the ~~period during which~~
			~~such notices to the Company may be given will be~~
			~~at least seven days~~election.
115	The Company may by Ordinary Resolution remove any Director (including a managing	115	~~The~~ ~~Company~~Shareholders may by Ordinary Resolution remove any Director (including a
	director or other executive director) before the		managing director or other executive director)
	expiration of his term of office notwithstanding		before the expiration of his term of office
	anything in these Articles or in any agreement		notwithstanding anything in these Articles or in
	between the Company and such Director (but		any agreement between the Company and such
	without prejudice to any claim which such		Director (but without prejudice to any claim
	Director may have for damages for any breach of		which such Director may have for damages for
	any contract between him and the Company) and		any breach of any contract between him and the
	may by Ordinary Resolution elect another person		Company) and may by Ordinary Resolution elect
	in his stead. Any Director so appointed shall be		another person in his stead. Any Director so
	subject to retirement by rotation pursuant to		appointed shall be subject to retirement by
	Article 109.		rotation pursuant to Article 109.
117	The Board may raise or secure the payment or	117	The Board may raise or secure the payment or
	repayment of such sum or sums in such manner		repayment of such sum or sums in such manner
	and upon such terms and conditions in all respects		and upon such terms and conditions in all respects
	as it thinks fit and in particular but subject to the		as it thinks fit and in particular but subject to the
	provisions of the Companies Law, by the issue of debentures, debenture stock, bonds or other		provisions of the Companies ~~Law~~Act, by the issue of debentures, debenture stock, bonds or other
	securities of the Company, whether outright or as		securities of the Company, whether outright or as
	collateral security for any debt, liability or		collateral security for any debt, liability or
	obligation of the Company or of any third party.		obligation of the Company or of any third party.

– 32 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
120	The Directors shall cause a proper register to be		120	The Directors shall cause a proper register to be
	kept, in accordance with the provisions of	the		kept, in accordance with the provisions of the
	Companies Law, of all mortgages and charges specifically affecting the property of the Company			Companies ~~Law~~Act, of all mortgages and charges specifically affecting the property of the Company
	and shall duly comply with such provisions of the			and shall duly comply with such provisions of the
	Companies Law with regard to the registration of mortgages and charges as may be specified or			Companies ~~Law~~Act with regard to the registration of mortgages and charges as may be specified or
	required.			required.
123	The Board may from time to time appoint any one		123	The Board may from time to time appoint any one
	or more of them to the office of managing director, joint managing director, deputy managing			or more of ~~them~~the Directors to the office of managing director, joint managing director, deputy
	director or other executive director and/or such			managing director or other executive director
	other office in the management of the business of			and/or such other office in the management of the
	the Company as it may decide for such period and			business of the Company as it may decide for
	upon such terms as it thinks fit and upon such			such period and upon such terms as it thinks fit
	terms as to remuneration as it may decide in			and upon such terms as to remuneration as it may
	accordance with Article 104.			decide in accordance with Article 104.
128	The business of the Company shall be managed by		128	The business of the Company shall be managed by
	the Board who, in addition to the powers	and		the Board who, in addition to the powers and
	authorities by these Articles expressly conferred			authorities by these Articles expressly conferred
	upon it, may exercise all such powers and do all			upon it, may exercise all such powers and do all
	such acts and things as may be exercised or done			such acts and things as may be exercised or done
	or approved by the Company and are not hereby			or approved by the Company and are not hereby
	or by the Companies Law expressly directed or required to be exercised or done by the Company			or by the Companies ~~Law~~Act expressly directed or required to be exercised or done by the
	in general meeting, but subject nevertheless to the			Company in general meeting, but subject
	provisions of the Companies Law and of these			nevertheless to the provisions of the Companies
	Articles and to any regulations from time to made by the Company in general meeting	time not		~~Law~~Act and of these Articles and to any regulations from time to time made by the
	being inconsistent with such provisions or these			Company in general meeting not being
	Articles, provided that no regulation so made shall			inconsistent with such provisions or these
	invalidate any prior act of the Board which would			Articles, provided that no regulation so made shall
	have been valid if such regulation had not been			invalidate any prior act of the Board which would
	made.			have been valid if such regulation had not been
				made.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
129	Without prejudice to the general powers conferred			129	Without prejudice to the general powers conferred
	by these Articles, it is hereby expressly declared				by these Articles, it is hereby expressly declared
	that	the Board shall have the following powers:			that the Board shall have the following powers:
	(a)	to give to any person the right or option	of		(a) to give to any person the right or option of
		requiring at a future date that an allotment			requiring at a future date that an allotment
		shall be made to him of any Share at par	or		shall be made to him of any Share at par or
		at such premium and on such other terms	as		at such premium and on such other terms as
		may be agreed; and			may be agreed; ~~and~~
	(b)	to give to any Directors, officers	or		(b) to give to any Directors, officers or
		employees of the Company an interest	in		employees of the Company an interest in
		any particular business or transaction	or		any particular business or transaction or
		participation in the profits thereof or in the			participation in the profits thereof or in the
		general profits of the Company either	in		general profits of the Company either in
		addition to or in substitution for a salary	or		addition to or in substitution for a salary or
		other remuneration.			other remuneration; and
					(c) to repay all expenses, including travel
					expenses, reasonably incurred by any
					Directors, officers or employees of the
					Company in connection with the discharge
					of their duties as Directors, officers or
					employees of the Company, and/or to
					receive fixed fees or allowances in respect
					thereof as may be determined by the Board.
133	The	Board may from time to time elect	or	133	The Board may from time to time elect or
	otherwise appoint one of them to the office of chairman of the Company and another to be the				otherwise appoint one of ~~them~~the Directors to the office of chairman of the Company and another to
	vice	chairman of the Company (or two or more			be the vice chairman of the Company (or two or
	vice	Chairmen) and determine the period for			more vice Chairmen) and determine the period for
	which each of them is to hold office. The				which each of them is to hold office. The
	chairman of the Company or, in his absence, the				chairman of the Company or, in his absence, the
	vice	chairman of the Company shall preside	as		vice chairman of the Company shall preside as
	chairman at meetings of the Board, but if no such				chairman at meetings of the Board, but if no such
	chairman or vice chairman be elected		or		chairman or vice chairman be elected or
	appointed, or if at any meeting the chairman		or		appointed, or if at any meeting the chairman or
	vice	chairman is not present within five minutes			vice chairman is not present within five minutes
	after the time appointed for holding the same and				after the time appointed for holding the same and
	willing to act, the Directors present shall choose				willing to act, the Directors present shall choose
	one	of their number to be chairman of such			one of their number to be chairman of such
	meeting. All the provisions of Articles 104, 109,				meeting. All the provisions of Articles 104, 109,
	124,	125 and 126 shall mutatis mutandis apply	to		124, 125 and 126 shall apply mutatis mutandis
	any	Directors elected or otherwise appointed	to		~~apply~~ to any Directors elected or otherwise
	any	office in accordance with the provisions	of		appointed to any office in accordance with the
	this Article.				provisions of this Article.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
138	The Board may delegate any	of its powers to	138	The Board may delegate any of its powers to
	committees consisting of such member(s) of them			committees consisting of such member(s) of
	and such other person(s) as it thinks fit, and it may from time to time revoke such delegation or			~~them~~it and such other person(s) as it thinks fit, and it may from time to time revoke such
	revoke the appointment of and discharge any such			delegation or revoke the appointment of and
	committees either wholly or in	part, and either as		discharge any such committees either wholly or in
	to persons or purposes, but every committee so			part, and either as to persons or purposes, but
	formed shall in the exercise	of the powers so		every committee so formed shall in the exercise of
	delegated conform to any regulations that may			the powers so delegated conform to any
	from time to time be imposed upon it by the			regulations that may from time to time be
	Board.			imposed upon it by the Board.
141	All acts bona fide done by any meeting of the Board or by any such committee or by any person		141	All ~~acts ~~bona fide acts done by any meeting of the Board or by any such committee or by any person
	acting as a Director shall, notwithstanding that it			acting as a Director shall, notwithstanding that it
	shall be afterwards discovered that there was			shall be afterwards discovered that there was
	some defect in the appointment of such Director			some defect in the appointment of such Director
	or persons acting as aforesaid or that they or any			or persons acting as aforesaid or that they or any
	of them were disqualified, be as valid as if every			of them were disqualified, be as valid as if every
	such person had been duly appointed and was			such person had been duly appointed and was
	qualified to be a Director or	member of such		qualified to be a Director or member of such
	committee.			committee.
145	The Secretary shall be appointed by the Board for		145	The Secretary shall be appointed by the Board for
	such term, at such remuneration and upon such			such term, at such remuneration and upon such
	conditions as it may think fit,	and any Secretary		conditions as it may think fit, and any Secretary
	so appointed may, without prejudice to his right			so appointed may, without prejudice to his right
	under any contract with the Company, be removed			under any contract with the Company, be removed
	by the Board. Anything by the Companies Law or these Articles required or authorised to be done by			by the Board. Anything by the Companies ~~Law~~Act or these Articles required or authorised to be done
	or to the Secretary, if the office is vacant or there			by or to the Secretary, if the office is vacant or
	is for any other reason no Secretary capable of			there is for any other reason no Secretary capable
	acting, may be done by or to any assistant or			of acting, may be done by or to any assistant or
	deputy Secretary, or if there is no assistant or			deputy Secretary, or if there is no assistant or
	deputy Secretary capable of acting, by or to any			deputy Secretary capable of acting, by or to any
	officer of the Company authorised generally or			officer of the Company authorised generally or
	specifically on behalf of the Board.			specifically on behalf of the Board.
146	The Secretary shall attend all meetings of the		146	The Secretary shall attend all meetings of the
	Shareholders and shall keep correct minutes of			Shareholders and shall keep correct minutes of
	such meetings and enter the same in the proper			such meetings and enter the same in the proper
	books provided for the purpose. He shall perform such other duties as are prescribed by the			books provided for the purpose. ~~He ~~The Secretary shall perform such other duties as are prescribed
	Companies Law and these Articles, together with such other duties as may from time to time be			by the Companies ~~Law~~Act and these Articles, together with such other duties as may from time
	prescribed by the Board.			to time be prescribed by the Board.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force			Proposed to be amended as
No. Articles of Association			No.	Articles of Association
147 A provision of the Companies Law or of these Articles requiring or authorising a thing to be			147	A provision of the Companies ~~Law~~Act or of these Articles requiring or authorising a thing to be
done by or	to a Director and the Secretary shall			done by or to a Director and the Secretary shall
not be satisfied by its being done by or to the				not be satisfied by its being done by or to the
same person	acting both as Director and as, or in			same person acting both as Director and as, or in
place of the	Secretary.			place of the Secretary.
148 (a) Subject to the Companies Law, the Company shall have one or more Seals as the Board may			148	(a) Subject to the Companies ~~Law~~Act, the Company shall have one or more Seals as the
determine, and may have a Seal for use outside				Board may determine, and may have a Seal for
the Cayman	Islands. The Board shall provide for			use outside the Cayman Islands. The Board shall
the safe custody of each Seal, and no Seal shall be				provide for the safe custody of each Seal, and no
used without the authority of the Board or a				Seal shall be used without the authority of the
committee authorised by the Board in that behalf.				Board or a committee authorised by the Board in
⋯⋯				that behalf.
				⋯⋯
149 All cheques, promissory notes, drafts, bills of			149	All cheques, promissory notes, drafts, bills of
exchange and other negotiable instruments, and all				exchange and other negotiable instruments, and all
receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise				receipts for ~~moneys~~monies paid to the Company shall be signed, drawn, accepted, endorsed or
executed, as	the case may be, in such	manner as		otherwise executed, as the case may be, in such
the Board shall from time to time by		resolution		manner as the Board shall from time to time by
determine. The Company’s banking accounts shall				resolution determine. The Company’s banking
be kept with such banker or bankers as the Board				accounts shall be kept with such banker or
shall from time to time determine.				bankers as the Board shall from time to time
				determine.

– 36 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
150	(a) The Board may from time to time and at	150	(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		any time, by power of attorney under ~~the~~its Seal, appoint any company, firm or person
	or any fluctuating body of persons, whether		or any fluctuating body of persons, whether
	nominated directly or indirectly by the		nominated directly or indirectly by the
	Board, to be the attorney or attorneys of the		Board, to be the attorney or attorneys of the
	Company for such purposes and with such		Company for such purposes and with such
	powers, authorities and discretions (not		powers, authorities and discretions (not
	exceeding those vested in or exercisable by		exceeding those vested in or exercisable by
	the Board under these Articles) and for such		the Board under these Articles) and for such
	period and subject to such conditions as it		period and subject to such conditions as it
	may think fit, and any such power of		may think fit, and any such power of
	attorney may contain such provisions for		attorney may contain such provisions for
	the protection and convenience of persons		the protection and convenience of persons
	dealing with any such attorney as the Board		dealing with any such attorney as the Board
	may think fit, and may also authorise any		may think fit, and may also authorise any
	such attorney to sub-delegate all or any of		such attorney to sub-delegate all or any of
	the powers, authorities and discretions		the powers, authorities and discretions
	vested in him.		vested in him.
	⋯⋯		⋯⋯
151	The Board may establish any committees, regional	151	The Board may establish any committees, regional
	or local boards or agencies for managing any of		or local boards or agencies for managing any of
	the affairs of the Company, either in the Relevant		the affairs of the Company, either in the Relevant
	Territory or elsewhere, and may appoint any		Territory or elsewhere, and may appoint any
	persons to be members of such committees,		persons to be members of such committees,
	regional or local boards or agencies and may fix		regional or local boards or agencies and may fix
	their remuneration, and may delegate to any		their remuneration, and may delegate to any
	committee, regional or local board or agent any of		committee, regional or local board or agent any of
	the powers, authorities and discretions vested in		the powers, authorities and discretions vested in
	the Board (other than its powers to make calls and		the Board (other than its powers to make calls and
	forfeit Shares), with power to sub-delegate, and		forfeit Shares), with the power to sub-delegate,
	may authorise the members of any regional or		and may authorise the members of any regional or
	local board or any of them to fill any vacancies		local board or any of them to fill any vacancies
	therein and to act notwithstanding vacancies, and		therein and to act notwithstanding vacancies, and
	any such appointment or delegation may be upon		any such appointment or delegation may be upon
	such terms and subject to such conditions as the		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		Board may think fit~~, and the~~. The Board may remove any person so appointed and may annul or
	any such delegation, but no person dealing in		vary any such delegation, but no person dealing in
	good faith and without notice of any such		good faith and without notice of any such
	annulment or variation shall be affected thereby.		annulment or variation shall be affected thereby.

– 37 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
153	(a)	⋯⋯	153	(a)	⋯⋯
	(b)	A document purporting to be a document so		(b)	A document purporting to be a document so
		authenticated or a copy of a resolution, or			authenticated or a copy of a resolution, or
		an extract from the minutes of a meeting, of			an extract from the minutes of a meeting, of
		the Company or of the Board or any local			the Company or of the Board or any local
		board or committee, or of any books,			board or committee, or of any	books,
		records, documents or accounts or extracts			records, documents or accounts or extracts
		therefrom as aforesaid, and which is			therefrom as aforesaid, and which is
		certified as aforesaid, shall be conclusive			certified as aforesaid, shall be conclusive
		evidence in favour of all persons dealing			evidence in favour of all persons dealing
		with the Company upon the faith thereof			with the Company upon the faith thereof
		that the document authenticated (or, if this			that the document authenticated (or,	if this
		be authenticated as aforesaid, the matter so authenticated) is authentic or, as the case			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			~~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			minute so extracted is a true and accurate
		record of proceedings at a duly constituted meeting or, as the case may be, that the			record of proceedings at a duly constituted meeting, or~~, as the case may be, ~~that the
		copies of such books, records, documents or			copies of such books, records, documents or
		accounts were true copies of their originals			accounts were true copies of their originals,
		or as the case may be, the extracts of such books, records, documents or accounts are			or ~~as the case may be,~~that the extracts of such books, records, documents or accounts
		true and accurate records of the books,			are true and accurate records of the	books,
		records, documents or accounts from which			records, documents or accounts from	which
		they were extracted.			they were extracted, each as the case may
					be.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
154	(a)	The Company in general meeting may, upon	154	(a)	The Company in general meeting may, upon
		the recommendation of the Board, resolve			the recommendation of the Board, resolve
		to capitalise any sum standing to the credit			to capitalise any sum standing to the credit
		of any of the Company’s reserve accounts			of any of the Company’s reserve accounts
		which are available for distribution			which are available for distribution
		(including its share premium account and			(including its share premium account and
		capital redemption reserve fund, subject to			capital redemption reserve fund, subject to
		the Companies Law) and to appropriate such sums to the holders of Shares on the			the Companies ~~Law~~Act) and to appropriate such sums to the holders of Shares on the
		Register as at the close of business on the			Register as at the close of business on the
		date of the relevant resolution (or such			date of the relevant resolution (or such
		other date as may be specified therein or			other date as may be specified therein or
		determined as provided therein) in the			determined as provided therein) in the
		proportions in which such sum would have			proportions in which such sum would have
		been divisible amongst them had the same been a distribution of profits by way of			been divisible ~~amongst~~among them had the same been a distribution of profits by way
		Dividend and to apply such sum on their			of Dividend and to apply such sum on their
		behalf in paying up in full unissued Shares			behalf in paying up in full unissued Shares
		for allotment and distribution credited as			for allotment and distribution credited as
		fully paid-up to and amongst them in the proportion aforesaid.			fully paid-up to and ~~amongst~~among them in the proportion aforesaid.
	(b)	Subject to the Companies Law, whenever such a resolution as aforesaid shall have		(b)	Subject to the Companies ~~Law~~Act, whenever such a resolution as aforesaid
		been passed, the Board shall make all			shall have been passed, the Board shall
		appropriations and applications of the			make all appropriations and applications of
		reserves or profits and undivided profits			the reserves or profits and undivided profits
		resolved to be capitalised thereby, and			resolved to be capitalised thereby, and
		attend to all allotments and issues of fully			attend to all allotments and issues of fully
		paid Shares, debentures, or other securities			paid Shares, debentures, or other securities
		and generally shall do all acts and things			and generally shall do all acts and things
		required to give effect thereto⋯⋯			required to give effect thereto⋯⋯
155	Subject to the Companies Law and these Articles, the Company in general meeting may declare		155	Subject to the Companies ~~Law~~Act and these Articles, the Company in general meeting may
	Dividends in any currency but no Dividends shall			declare Dividends in any currency but no
	exceed the amount recommended by the Board.			Dividends shall exceed the amount recommended
				by the Board.

– 39 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
157	(a)	No Dividend shall be declared or paid or	157	(a)	No Dividend shall be declared or paid	or
		shall be made otherwise than in accordance			shall be made otherwise than in accordance
		with the Companies Law.			with the Companies ~~Law~~Act.
	(b)	Subject to the provisions of the Companies		(b)	Subject to the provisions of the Companies
		Law but without prejudice to paragraph (a) of this Article, where any asset, business or			~~Law~~Act but without prejudice to paragraph (a) of this Article, where any asset, business
		property is bought by the Company as from			or property is bought by the Company	as
		a past date (whether such date be before or			from a past date (whether such date	be
		after the incorporation of the Company), the			before or after the incorporation of the
		profits and losses thereof as from such date			Company), the profits and losses thereof	as
		may at the discretion of the Board in whole			from such date may at the discretion of the
		or in part be carried to revenue account and			Board in whole or in part be carried	to
		treated for all purposes as profits or losses			revenue account and treated for all purposes
		of the Company, and be available for			as profits or losses of the Company, and	be
		Dividend accordingly. Subject as aforesaid,			available for Dividend accordingly. Subject
		if any Shares or securities are purchased			as aforesaid, if any Shares or securities are
		cum Dividend or interest, such Dividend or			purchased cum Dividend or interest, such
		interest may at the discretion of the Board			Dividend or interest may at the discretion
		be treated as revenue, and it shall not be			of the Board be treated as revenue, and	it
		obligatory to capitalise the same or any part			shall not be obligatory to capitalise the
		thereof or to apply the same towards			same or any part thereof or to apply the
		reduction of or writing down the book cost			same towards reduction of or writing down
		of the asset, business or property acquired.			the book cost of the asset, business	or
					property acquired
	⋯⋯
				⋯⋯
159	No Dividend or other moneys payable on or in respect of a Share shall bear interest as against the		159	No Dividend or other ~~moneys~~monies payable or in respect of a Share shall bear interest		on as
	Company.			against the Company.

– 40 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
160	Whenever the Board or the Company in general		160	Whenever the Board or the Company in general
	meeting has resolved that a Dividend be paid or			meeting has resolved that a Dividend be paid or
	declared, the Board may further resolve that such			declared, the Board may further resolve that such
	Dividend be satisfied wholly or in part by the			Dividend be satisfied wholly or in part by the
	distribution of specific assets of any kind and in			distribution of specific assets of any kind and in
	particular of paid up shares, debentures or warrants to			particular of paid up shares, debentures or warrants to
	subscribe securities of any other company, or in any			subscribe for securities of any other company, or in
	one or more of such ways, with or without offering			any one or more of such ways, with or without
	any rights to Shareholders to elect to receive such			offering any rights to Shareholders to elect to receive
	Dividend in cash, and where any difficulty arises in			such Dividend in cash, and where any difficulty arises
	regard to the distribution, the Board may settle the			in regard to the distribution, the Board may settle the
	same as it thinks expedient, and in particular may			same as it thinks expedient, and in particular may
	disregard fractional entitlements or round the same up			disregard fractional entitlements or round the same up
	or down, and may fix the value for distribution of			or down, ~~and ~~may fix the value for distribution of
	such specific assets, or any part thereof, and may			such specific assets, or any part thereof, ~~and ~~may
	determine that cash payments shall be made to any			determine that cash payments shall be made to any
	Shareholders upon the footing of the value so fixed in			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			order to adjust the rights of all partie~~s and~~, may determine that fractional entitlements shall be
	aggregated and sold and the benefit shall accrue to			aggregated and sold and the benefit shall accrue to
	the Company rather than to the Shareholders			the Company rather than to the Shareholders
	concerned, and may vest any such specific assets in			concerned, and may vest any such specific assets in
	trustees as may seem expedient to the Board and may			trustees as may seem expedient to the Board and may
	authorise any person to sign any requisite instruments			authorise any person to sign any requisite instruments
	of transfer and other documents on behalf of all			of transfer and other documents on behalf of all
	Shareholders interested in the Dividend and such			Shareholders interested in the Dividend and such
	instrument and document shall be effective. The			instrument and document shall be effective. The
	Board may further authorise any person to enter into			Board may further authorise any person to enter into
	on behalf of all Shareholders having an interest in any			on behalf of all Shareholders having an interest in any
	agreement with the Company or other(s) providing			agreement with the Company or other(s) providing
	for such Dividend and matters in connection			for such Dividend and matters in connection
	therewith and any such agreement made under such			therewith and any such agreement made under such
	authority shall be effective. The Board may resolve			authority shall be effective. The Board may resolve
	that no such assets shall be made available or made to			that no such assets shall be made available or made to
	Shareholders with registered addresses in any			Shareholders with registered addresses in any
	particular territory or territories being a territory or			particular territory or territories being a territory or
	territories where, in the absence of a registration			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			statement or other special formalities, ~~this~~doing so would or might, in the opinion of the Board, be
	impracticable or the legality or practicality of which			unlawful or impracticable or the legality or
	may be time consuming or expensive to ascertain			practicality of which may be time consuming or
	whether in absolute terms or in relation to the value			expensive to ascertain whether in absolute terms or in
	of the holding of Shares of the Shareholder concerned			relation to the value of the holding of Shares of the
	and in any such event the only entitlement of the			Shareholder concerned and in any such event the only
	Shareholders aforesaid shall be to receive cash			entitlement of the Shareholders aforesaid shall be to
	payments as aforesaid. Shareholders affected as	a		receive cash payments as aforesaid. Shareholders
	result of exercise by the Board of its discretion under			affected as a result of the exercise by the Board of its
	this Article shall not be, and shall be deemed not to			discretion under this Article shall not be, and shall be
	be, a separate class of Shareholders for any purposes			deemed not to be, a separate class of Shareholders for
	whatsoever.			any purposes whatsoever.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as
No. Articles of Association No. Articles of Association 161 (a) Whenever the Board or the Company in 161 (a) Whenever the Board or the Company in general meeting has resolved that a general meeting has resolved that a Dividend be paid or declared on the share Dividend be paid or declared on the share capital of the Company, the Board may capital of the Company, the Board may further resolve, either: further resolve, either: (i) that such Dividend be satisfied (i) that such Dividend be satisfied wholly or in part in the form of an wholly or in part in the form of an allotment of Shares credited as fully allotment of Shares credited as fully paid on the basis that the Shares so paid on the basis that the Shares so allotted shall be of the same class or allotted shall be of the same class or classes as the class or classes already classes as the class or classes already held by the allottee, provided that the held by the allottee, provided that the Shareholders entitled thereto will be Shareholders entitled thereto will be entitled to elect to receive such entitled to elect to receive such Dividend (or part thereof) in cash in Dividend (or part thereof) in cash in lieu of such allotment. In such case, lieu of such allotment. In such case, the following provisions shall apply: the following provisions shall apply:
⋯⋯ ⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
	(D)	the Dividend (or that part of the Dividend		(D)	the Dividend (or that part of the Dividend
		to be satisfied by the allotment of Shares as			to be satisfied by the allotment of Shares as
		aforesaid) shall not be payable in cash in			aforesaid) shall not be payable in cash in
		respect whereof the cash election has not			respect whereof the cash election has not
		been duly exercised (the non-elected			been duly exercised (the *non-elected*
		Shares) and in lieu and in satisfaction			*Shares*) and in lieu and in satisfaction
		thereof Shares shall be allotted credited as			thereof Shares shall be allotted credited as
		fully paid to the holders of the non-elected			fully paid to the holders of the non-elected
		Shares on the basis of allotment determined			Shares on the basis of allotment determined
		as aforesaid and for such purpose the Board			as aforesaid and for such purpose the Board
		shall capitalise and apply out of any part of			shall capitalise and apply out of any part of
		the undivided profits of the Company or			the undivided profits of the Company or
		any part of any of the Company’s reserve			any part of any of the Company’s reserve
		accounts (including any special account, or			accounts (including any special account, or
		share premium account (if there be any			share premium account (if there be any
		such reserve)) as the Board may determine,			such reserve)) as the Board may determine,
		a sum equal to the aggregate nominal			a sum equal to the aggregate nominal
		amount of the Shares to be allotted on such			amount of the Shares to be allotted on such
		basis and apply the same in paying up in			basis and apply the same in paying up in
		full the appropriate number of Shares for			full the appropriate number of Shares for
		allotment and distribution to and amongst			allotment and distribution to and
		the holders of the non- elected Shares on such basis;			~~amongst~~among the holders of the non- elected Shares on such basis;
		or			or
		(ii) that Shareholders entitled to such			(ii) that Shareholders entitled to such
		Dividend will be entitled to elect to			Dividend will be entitled to elect to
		receive an allotment of Shares			receive an allotment of Shares
		credited as fully paid in lieu of the			credited as fully paid in lieu of the
		whole or such part of the Dividend as			whole or such part of the Dividend as
		the Board may think fit on the basis			the Board may think fit on the basis
		that the Shares so allotted shall be of			that the Shares so allotted shall be of
		the same class or classes as the class			the same class or classes as the class
		or classes of Shares already held by			or classes of Shares already held by
		the allottee. In such case, the			the allottee. In such case, the
		following provisions shall apply:			following provisions shall apply:
	⋯⋯			⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

			Existing in force			Proposed to be amended as
	No.	Articles of Association		No.	Articles of Association
		(D)	the Dividend (or that part of the Dividend		(D)	the Dividend (or that part of the Dividend
			in respect of which a right of election has			in respect of which a right of election has
			been accorded) shall not be payable on			been accorded) shall not be payable on
			Shares in respect whereof the Share			Shares in respect whereof the Share
			election has been duly exercised (the			election has been duly exercised (the
			elected Shares) and in lieu thereof Shares			elected Shares) and in lieu thereof Shares
			shall be allotted credited as fully paid to the			shall be allotted credited as fully paid to the
			holders of the elected Shares on the basis of			holders of the elected Shares on the basis of
			allotment determined as aforesaid and for			allotment determined as aforesaid and for
			such purpose the Board shall capitalise and			such purpose the Board shall capitalise and
			apply out of any part of the undivided			apply out of any part of the undivided
			profits of the Company or any part of any			profits of the Company or any part of any
			of the Company’s reserve accounts			of the Company’s reserve accounts
			(including any special account, contributed			(including any special account, contributed
			surplus account, share premium account and			surplus account, share premium account and
			capital redemption reserve fund (if there be			capital redemption reserve fund (if there be
			any such reserve)) as the Board may			any such reserve)) as the Board may
			determine, a sum equal to the aggregate			determine, a sum equal to the aggregate
			nominal amount of the Shares to be allotted			nominal amount of the Shares to be allotted
			on such basis and apply the same in paying			on such basis and apply the same in paying
			up in full the appropriate number of Shares			up in full the appropriate number of Shares
			for allotment and distribution to and			for allotment and distribution to and
			amongst the holders of the elected Shares on such basis.			~~amongst~~among the holders of the elected Shares on such basis.
			(b) ⋯⋯			(b) ⋯⋯
164(a)		The Board may retain any Dividends or other		164(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			~~moneys~~monies payable on or in respect of a Share upon which the Company has a lien, and may
		same	in or towards satisfaction of the debts,		apply	the same in or towards satisfaction of the
		liabilities or engagements in respect of which the			debts,	liabilities or engagements in respect of
		lien exists.			which	the lien exists.
	167	If two or more persons are registered as joint		167	If two or more persons are registered as joint
		holders of any Share, any one of such persons			holders of any Share, any one of such persons
		may give effectual receipts for any Dividends and			may give effectual receipts for any Dividends and
		other other	moneys payable and bonuses, rights and distributions in respect of such Shares.		other ~~moneys~~monies payable and bonuses, rights and other distributions in respect of such Shares.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as No. Articles of Association No. Articles of Association 168 Unless otherwise directed by the Board, any 168 Unless otherwise directed by the Board, any Dividend or other moneys payable or bonuses, Dividend or other ~~moneys~~ monies payable or rights or other distributions in respect of any bonuses, rights or other distributions in respect of Share may be paid or satisfied by cheque or any Share may be paid or satisfied by cheque or warrant or certificate or other documents or warrant or certificate or other documents or evidence of title sent through the post to the evidence of title sent through the post to the registered address of the Shareholder entitled, or, registered address of the Shareholder entitled, or, in the case of joint holders, to the registered in the case of joint holders, to the registered address of that one whose name stands first in the address of that one whose name stands first in the Register in respect of the joint holding or to such Register in respect of the joint holding or to such person and to such address as the holder or joint person and to such address as the holder or joint holders may in writing direct. Every cheque, holders may in writing direct. Every cheque, warrant, certificate or other document or evidence warrant, certificate or other document or evidence of title so sent shall be made payable to the order of title so sent shall be made payable to the order of the person to whom it is sent or, in the case of of the person to whom it is sent or, in the case of certificates or other documents or evidence of title certificates or other documents or evidence of title as aforesaid, in favour of the Shareholder(s) as aforesaid, in favour of the Shareholder(s) entitled thereto, and the payment on any such entitled thereto, and the payment on any such cheque or warrant by the banker upon whom it is cheque or warrant by the banker upon whom it is drawn shall operate as a good discharge to the drawn shall operate as a good discharge to the Company in respect of the Dividend and/or other Company in respect of the Dividend and/or other moneys represented thereby, notwithstanding that ~~moneys~~ monies represented thereby, it may subsequently appear that the same has been notwithstanding that it may subsequently appear stolen or that any endorsement thereon has been that the same has been stolen or that any forged. Every such cheque, warrant, certificate or endorsement thereon has been forged. Every such other document or evidence of title as aforesaid cheque, warrant, certificate or other document or shall be sent at the risk of the person entitled to evidence of title as aforesaid shall be sent at the the Dividend, money, bonus, rights and other risk of the person entitled to the Dividend, money, distributions represented thereby. bonus, rights and other distributions represented thereby.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as No. Articles of Association No. Articles of Association 170 Subject to the Listing Rules, any resolution 170 Subject to the Listing Rules, any resolution declaring a Dividend or other distribution on declaring a Dividend or other distribution on Shares of any class, whether a resolution of the Shares of any class, whether a resolution of the Company in general meeting or a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable Board, may specify that the same shall be payable or made to the persons registered as the holder of or made to the persons registered as the holder of such Shares as at the close of business on a such Shares as at the close of business on a particular date or at a particular time on a particular date or at a particular time on a particular date, and thereupon the Dividend or particular date, and thereupon the Dividend or other distribution shall be payable or made to other distribution shall be payable or made them in accordance with their respective holdings payable to them in accordance with their so registered, but without prejudice to the rights respective holdings so registered, but without inter se in respect of such Dividend or other prejudice to the rights inter se in respect of such distribution between the transferors and Dividend or other distribution between the transferees of any such Shares. The provisions of transferors and transferees of any such Shares. this Article shall mutatis mutandis apply to The provisions of this Article shall apply mutatis determining the Shareholders entitled to receive mutandis ~~apply~~ to determining the Shareholders notice and vote at any general meeting of the entitled to receive notice and vote at any general Company, bonuses, capitalisation issues, meeting of the Company, bonuses, capitalisation distributions of realised and unrealised capital issues, distributions of realised and unrealised profits or other distributable reserves or accounts capital profits or other distributable reserves or of the Company and offers or grants made by the accounts of the Company and offers or grants Company to the Shareholders. made by the Company to the Shareholders. 171 The Company in general meeting may at any time 171 The Company in general meeting may at any time and from time to time resolve that any surplus and from time to time resolve that any surplus moneys in the hands of the Company representing ~~moneys~~ monies in the hands of the Company capital profits arising from moneys received or representing capital profits arising from recovered in respect of or arising from the ~~moneys~~ monies received or recovered in respect of realisation of any capital assets of the Company or arising from the realisation of any capital or any investments representing the same and not assets of the Company or any investments required for the payment or provision of any fixed representing the same and not required for the preferential Dividend instead of being applied in payment or provision of any fixed preferential the purchase of any other capital assets or for Dividend instead of being applied in the purchase other capital purposes be distributed amongst its of any other capital assets or for other capital Shareholders on the footing that they receive the purposes be distributed ~~amongst~~ among its same as capital and in the Shares and proportions Shareholders on the footing that they receive the in which they would have been entitled to receive same as capital and in the Shares and proportions the same if it had been distributed by way of in which they would have been entitled to receive Dividend, provided that no such surplus moneys the same if it had been distributed by way of as aforesaid shall be so distributed unless the Dividend, provided that no such surplus Company will remain solvent after the ~~moneys~~ monies as aforesaid shall be so distributed distribution, or the net realisable value of the unless the Company will remain solvent after the assets of the Company will after the distribution distribution, or the net realisable value of the be greater than the aggregate of its liabilities, assets of the Company will after the distribution share capital and share premium account. be greater than the aggregate of its liabilities, share capital and share premium account.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
172	The Board shall make or cause to be made such	172	The Board shall make or cause to be made such
	annual or other returns or filings as may be		annual or other returns or filings as may be
	required to be made in accordance with the		required to be made in accordance with the
	Companies Law.		Companies ~~Law~~Act.
173	The Board shall cause proper books of account to	173	The Board shall cause proper books of account to
	be kept of the sums of money received and		be kept of the sums of money received and
	expended by the Company, and the matters in		expended by the Company, and the matters in
	respect of which such receipts and expenditure		respect of which such receipts and expenditure
	take place; and of the assets and liabilities of the		take place; and of the assets and liabilities of the
	Company and of all other matters required by the		Company and of all other matters required by the
	Companies Law necessary to give a true and fair view of the state of the Company’s affairs and to		Companies ~~Law~~Act necessary to give a true and fair view of the state of the Company’s affairs and
	show and explain its transactions.		to show and explain its transactions.
175	No Shareholder (not being a Director) or other	175	No Shareholder (not being a Director) or other
	person shall have any right of inspecting any		person shall have any right of inspecting any
	account or book or document of the Company		account or book or document of the Company
	except as conferred by the Companies Law or ordered by a court of competent jurisdiction or		except as conferred by the Companies ~~Law~~Act or ordered by a court of competent jurisdiction or
	authorised by the Board or the Company in		authorised by the Board or the Company in
	general meeting.		general meeting.
176	⋯⋯	176	⋯⋯
	(c) Subject to the Listing Rules, the Company		(c) Subject to the Listing Rules, the Company
	may send summarised financial statements		may send summarised financial statements
	to Shareholders who has, in accordance		to Shareholders who ~~has~~have, in accordance
	with the Listing Rules, consented and		with the Listing Rules, consented and
	elected to receive summarised financial		elected to receive summarised financial
	statements instead of the full financial		statements instead of the full financial
	statements. The summarised financial		statements. The summarised financial
	statements must be accompanied by any		statements must be accompanied by any
	other documents as may be required under		other documents as may be required under
	the Listing Rules and must be sent to the		the Listing Rules and must be sent ~~to the~~
	Shareholders not less than 21 days before		~~Shareholders ~~not less than 21 days before
	the general meeting to those Shareholders		the general meeting to those Shareholders
	that have consented and elected to receive		that have consented and elected to receive
	the summarised financial statements.		the summarised financial statements.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

		Existing in force			Proposed to be amended as
No.	Articles of Association		No.	Articles of Association
177	(a)	The Company shall at each annual general meeting appoint one or more firms of	177	(a)	The ~~Company~~Shareholders shall at each annual general meeting appoint one or more
		auditors to hold office until the conclusion			firms of auditors to hold office by Ordinary
		of the next annual general meeting on such			Resolution until the conclusion of the next
		terms and with such duties as may be			annual general meeting on such terms and
		agreed with the Board, but if an			with such duties as may be agreed with the
		appointment is not made, the Auditors in			Board, but if an appointment is not made,
		office shall continue in office until a			the Auditors in office shall continue in
		successor is appointed. A Director, officer			office until a successor is appointed. A
		or employee of any such Director, officer or			Director, officer or employee of any such
		employee shall not be appointed Auditors of			Director, officer or employee shall not be
		the Company. The Board may fill any			appointed Auditors of the Company. ~~The~~
		casual vacancy in the office of Auditors,			Subject to compliance with the Listing
		but while any such vacancy continues the			Rules, the Board may fill any casual
		surviving or continuing Auditors (if any)			vacancy in the office of Auditors, but while
		may act. The remuneration of the Auditors			any such vacancy continues the surviving or
		shall be fixed by or on the authority of the			continuing Auditors (if any) may act. The
		Company in the annual general meeting			remuneration of the Auditors shall be fixed
		except that in any particular year the			by or on the authority of the
		Company in general meeting may delegate the fixing of such remuneration to the			~~Company~~Shareholders in the annual general meeting by Ordinary Resolution except that
		Board and the remuneration of any Auditors			in any particular year the
		appointed to fill any casual vacancy may be fixed by the Board.			~~Company~~Shareholders in general meeting may by Ordinary Resolution delegate the
					fixing of such remuneration to the Board
					and, subject to compliance with the Listing
					Rules, the remuneration of any Auditors
					appointed to fill any casual vacancy may be
					fixed by the Board.
	(b)	The Shareholders may, at any general		(b)	The Shareholders may, at any general
		meeting convened and held in accordance			meeting convened and held in accordance
		with these Articles, remove the Auditors by			with these Articles, remove the Auditors by
		Special Resolution at any time before the expiration of the term of office and shall,			~~Special~~Ordinary Resolution at any time before the expiration of the term of office
		by Ordinary Resolution, at that meeting			and shall, by Ordinary Resolution, at that
		appoint new auditors in its place for the remainder of the term.			meeting appoint new ~~auditors~~Auditors in ~~its~~their place for the remainder of the term.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as
No. Articles of Association No. Articles of Association 181 (a) Except where otherwise expressly stated, 181 (a) Except where otherwise expressly stated, any notice or document to be given to or by any notice or document to be given to or by any person pursuant to these Articles shall any person pursuant to these Articles shall be in writing or, to the extent permitted by be in writing or, to the extent permitted by the Companies Law and the Listing Rules the Companies ~~Law~~ Act and the Listing from time to time and subject to this Rules from time to time and subject to this Article, contained in an electronic Article, contained in an electronic communication. A notice calling a meeting communication. A notice calling a meeting of the Board need not be in writing. of the Board need not be in writing.
(b) Except where otherwise expressly stated, (b) Except where otherwise expressly stated, any notice or document to be given to or by any notice or document to be given to or by any person pursuant to these Articles any person pursuant to these Articles (including any corporate communications (including any corporate communications within the meaning ascribed thereto under within the meaning ascribed thereto under the Listing Rules) may be served on or the Listing Rules) may be served on or delivered to any Shareholder either delivered to any Shareholder either personally or by sending it through the post personally or by sending it through the post in a prepaid envelope or wrapper addressed in a prepaid envelope or wrapper addressed to such Shareholder at his registered to such Shareholder at his registered address as appearing in the register or by address as appearing in the register or by leaving it at that address addressed to the leaving it at that address addressed to the Shareholder or by any other means Shareholder or by any other means authorised in writing by the Shareholder authorised in writing by the Shareholder concerned or (other than share certificate) concerned or (other than share by publishing it by way of advertisement in ~~certificate~~ certificates) by publishing it by the Newspapers. In case of joint holders of way of advertisement in the Newspapers. In a share, all notices shall be given to that case of joint holders of a share, all notices one of the joint holders whose name stands shall be given to that one of the joint first in the register and notice so given shall holders whose name stands first in the be sufficient notice to all the joint holders. register and notice so given shall be Without limiting the generality of the sufficient notice to all the joint holders. foregoing but subject to the Companies Without limiting the generality of the Law and the Listing Rules, a notice or foregoing but subject to the Companies document may be served or delivered by ~~Law~~ Act and the Listing Rules, a notice or the Company to any Shareholder by document may be served or delivered by electronic means to such address as may the Company to any Shareholder by from time to time be authorised by the electronic means to such address as may Shareholder concerned or by publishing it from time to time be authorised by the on a website and notifying the Shareholder Shareholder concerned or by publishing it concerned that it has been so published. on a website and notifying the Shareholder concerned that it has been so published.
⋯⋯ ⋯⋯

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
184	A notice or document may be given by the	184	A notice or document may be given by the
	Company to the person entitled to a Share in		Company to the person entitled to a Share in
	consequence of the death, mental disorder,		consequence of the death, mental disorder,
	bankruptcy or liquidation of a Shareholder by		bankruptcy or liquidation of a Shareholder by
	sending it through the post in a prepaid envelope		sending it through the post in a prepaid envelope
	or wrapper addressed to him by name, or by the		or wrapper addressed to him by name, or by the
	title of representative of the deceased, the trustee		title of representative of the deceased, the trustee
	of the bankrupt or the liquidator of the		of the bankrupt or the liquidator of the
	Shareholder, or by any like description, at the		Shareholder, or by any like description, at the
	address, if any, supplied for the purpose by the		address, if any, supplied for the purpose by the
	person claiming to be so entitled, or (until such an		person claiming to be so entitled, or (until such an
	address has been so supplied) by giving the notice		address has been so supplied) by giving the notice
	or document in any manner in which the same		or document in any manner in which the same
	might have been given if the death, metal disorder, bankruptcy or winding up had not		might have been given if the death, ~~metal~~mental disorder, bankruptcy or winding up had not
	occurred.		occurred.
186	Any notice or document delivered or sent by post	186	Any notice or document delivered or sent by post
	to, or left at the registered address of any		to, or left at the registered address of any
	Shareholder in pursuance of these Articles, shall		Shareholder in pursuance of these Articles, ~~shall~~
	notwithstanding that such Shareholder be then		notwithstanding that such Shareholder be then
	deceased, bankrupt or wound up and whether or		deceased, bankrupt or wound up and whether or
	not the Company has notice of his death,		not the Company has notice of his death,
	bankruptcy or winding up, be deemed to have		bankruptcy or winding up, shall be deemed to
	duly served in respect of any registered Shares		have been duly served in respect of any registered
	whether held solely or jointly with other persons		Shares whether held solely or jointly with other
	by such Shareholder until some other person be		persons by such Shareholder until some other
	registered in his stead as the holder or joint holder		person be registered in his stead as the holder or
	thereof, and such service shall for all purposes of		joint holder thereof, and such service shall for all
	these Articles be deemed a sufficient service of		purposes of these Articles be deemed a sufficient
	such notice or document on his personal		service of such notice or document on his
	representatives and all persons (if any) jointly		personal representatives and all persons (if any)
	interested with him in any such Shares.		jointly interested with him in any such Shares.
189	Subject to the Companies Law, a resolution that the Company be wound up by the Court or be	189	Subject to the Companies ~~Law~~Act, a resolution that the Company be wound up by the Court or be
	wound up voluntarily shall be passed by way of a		wound up voluntarily shall be passed by way of a
	Special Resolution.		Special Resolution.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

Existing in force Proposed to be amended as No. Articles of Association No. Articles of Association 191 If the Company shall be wound up (in whatever 191 If the Company shall be wound up (in whatever manner) the liquidator may, with the sanction of a manner) the liquidator may, with the sanction of a Special Resolution and any other sanction Special Resolution and any other sanction required by the Companies Law, divide among the required by the Companies ~~Law~~ Act, divide among Shareholders in specie or kind the whole or any the Shareholders in specie or kind the whole or part of the assets of the Company whether the any part of the assets of the Company whether the assets shall consist of property of one kind or assets shall consist of property of one kind or shall consist of properties of different kinds and shall consist of properties of different kinds and the liquidator may, for such purpose, set such the liquidator may, for such purpose, set such value as he deems fair upon any one or more class value as he deems fair upon any one or more class or classes of property to be divided as aforesaid or classes of property to be divided as aforesaid and may determine how such division shall be and may determine how such division shall be carried out as between the Shareholders or carried out as between the Shareholders or different classes of Shareholders and the different classes of Shareholders and the Shareholders within each class. The liquidator Shareholders within each class. The liquidator may, with the like sanction, vest any part of the may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit assets in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like of Shareholders as the liquidator, with the like sanction, shall think fit, provided that no sanction, shall think fit, provided that no Shareholder shall be compelled to accept any Shareholder shall be compelled to accept any Shares or other assets upon which there is a Shares or other assets upon which there is a liability. liability.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	Existing in force		Proposed to be amended as
No.	Articles of Association	No.	Articles of Association
192	The Directors, managing directors, alternate 192		The Directors, managing directors, alternate
	Directors, Auditors, Secretary and other officers		Directors, Auditors, Secretary and other officers
	for the time being of the Company and the		for the time being of the Company and the
	trustees (if any) for the time being acting in		trustees (if any) for the time being acting in
	relation to any of the affairs of the Company, and		relation to any of the affairs of the Company, and
	their respective executors or administrators, shall		their respective executors or administrators, shall
	be indemnified and secured harmless out of the		be indemnified and secured harmless out of the
	assets of the Company from and against all		assets of the Company from and against all
	actions, costs, charges, losses, damages and		actions, costs, charges, losses, damages and
	expenses which they or any of them, their or any		expenses which they or any of them, their or any
	of their executors or administrators, shall or may		of their executors or administrators, shall or may
	incur or sustain by reason of any act done,		incur or sustain by reason of any act done,
	concurred in or omitted in or about the execution		concurred in or omitted in or about the execution
	of their duty or supposed duty in their respective		of their duty or supposed duty in their respective
	offices or trusts, except such (if any) as they shall		offices or trusts, except such (if any) as they shall
	incur or sustain through their own fraud or		incur or sustain through their own fraud or
	dishonesty, and none of them shall be answerable		dishonesty, and none of them shall be answerable
	for the acts, receipts, neglects or defaults of any		for the acts, receipts, neglects or defaults of any
	other of them, or for joining in any receipt for the		other of them, or for joining in any receipt for the
	sake of conformity, or for any bankers or other		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		persons with whom any ~~moneys~~monies or effects of the Company shall be lodged or deposited for
	custody, or for the insufficiency or deficiency of		safe custody, or for the insufficiency or deficiency
	any security upon which any moneys of the Company shall be placed out or invested, or for		of any security upon which any ~~moneys~~monies of the Company shall be placed out or invested, or
	any other loss, misfortune or damage which may		for any other loss, misfortune or damage which
	arise in the execution of their respective offices or		may arise in the execution of their respective
	trusts, or in relation thereto, except as the same		offices or trusts, or in relation thereto, except as
	shall happen by or through their own fraud,		the same shall happen by or through their own
	dishonesty or recklessness. The Company may		fraud, dishonesty or recklessness. The Company
	take out and pay the premium and other moneys		may take out and pay the premium and other
	for the maintenance of insurance, bonds and other instruments for the benefit either of the Company		~~moneys~~monies for the maintenance of insurance, bonds and other instruments for the benefit either
	or the Directors (and/or other officers) or any of		of the Company or the Directors (and/or other
	them to indemnify the Company and/or Directors		officers) or any of them to indemnify the
	(and/or other officers) named therein for this		Company and/or Directors (and/or other officers)
	purpose against any loss, damage, liability and		named therein for this purpose against any loss,
	claim which they may suffer or sustain in		damage, liability and claim which they may suffer
	connection with any breach by the Directors		or sustain in connection with any breach by the
	(and/or other officers) or any of them of their		Directors (and/or other officers) or any of them of
	duties to the Company.		their duties to the Company.

– 52 –

DETAILS OF THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

			Existing in force			Proposed to be amended as	Proposed to be amended as	Proposed to be amended as
No.	Articles of Association			No.	Articles of Association
194	(a)	The	Company shall have the power to sell,	194	(a)	The		Company shall have the power to sell,
		in such manner as the Board thinks fit, any				in such manner as the Board thinks fit, any
		Shares of a Shareholder who is untraceable,				Shares of a Shareholder who is untraceable,
		but no such sale shall be made unless:				but	no such sale shall be made unless:
		(i)	during the period of 12 years prior to			(i)		during the period of 12 years prior to
			the date of the advertisements					the date of the advertisements
			referred to in sub-paragraph (ii)					referred to in sub-paragraph (ii)
			below (or, if published more than					below (or, if published more than
			once, the first thereof) at least three					once, the first thereof) at least three
			Dividends or other distributions in					Dividends or other distributions in
			respect of the Shares in question					respect of the Shares in question
			have become payable or been made					have become payable or been made
			and no Dividend or other distribution					and no Dividend or other distribution
			in respect of the Shares during that					in respect of the Shares during that
			period has been claimed;					period has been claimed;
		(ii)	the Company has caused an			(ii)		the Company has caused an
			advertisement to be inserted in the					advertisement to be inserted in the
			Newspapers of its intention to sell					Newspapers of its intention to sell
			such Shares and a period of three					such Shares and a period of three
			months has elapsed since the date of such advertisement (or, if published					~~months~~Months has elapsed since the date of such advertisement (or, if
			more than once, the first thereof);					published more than once, the first
								thereof);
		(iii)	the Company has not at any time
			during the said periods of 12 years			(iii)		the Company has not at any time
			and three months received any					during the said periods of 12 years
			indication of the existence of the					and three ~~months~~Months received
			holder of such Shares or of a person					any indication of the existence of the
			entitled to such Shares by death,					holder of such Shares or of a person
			bankruptcy or operation of law; and					entitled to such Shares by death,
								bankruptcy or operation of law; and
	⋯⋯
					⋯⋯
196	The	following provisions shall have effect to the		196	The	following provisions shall have effect to the
	extent that they are not prohibited by and are in				extent that they are not prohibited by and are in
	compliance with the Companies Law:				compliance with the Companies ~~Law~~Act:
	⋯⋯				⋯⋯
197	The	following provisions shall have effect at any		197	The	following provisions shall have effect at any
	time	and from time to time, provided that they are			time	and from time to time, provided that they are
	not	prohibited by or inconsistent with the			not	prohibited by or inconsistent with the
	Companies Law:				Companies ~~Law~~Act:
	⋯⋯				⋯⋯

– 53 –

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

==> picture [99 x 52] intentionally omitted <==

China Beststudy Education Group 卓越教育集團 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3978)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the Notice of Annual General Meeting of China Beststudy Education Group (the “ Company ”) dated 30 May 2022 (the “ Original Notice of AGM ”) which sets out the resolutions to be considered by shareholders at the 2021 annual general meeting to be held at 41/F, Xinde Business Centre, Zhongshan 4th Road, Yuexiu District, Guangzhou, Guangdong, PRC on Thursday, 30 June 2022 at 2:30 p.m (the “ Annual General Meeting ”). This supplemental notice shall be read together with the Original Notice of AGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:

The Annual General Meeting, which will be held as originally scheduled, will consider the following matters in addition to the resolutions set out in the Original Notice of AGM.

ORDINARY RESOLUTION

“To appoint Deloitte Touche Tohmatsu Certified Public Accountants as the auditor of the Company to fill the vacancy following the retirement of Ernst & Young and to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the board of directors of the Company to fix their remuneration.”
For identification purpose only

– 54 –

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without modification the following resolution as a special resolution:

“ THAT the amendments to the memorandum and articles of association of the Company (the “ Memorandum and Articles of Association ”) set out in Appendix I to the supplemental circular of the Company dated 16 June 2022 of which this supplemental notice forms part be and are hereby approved and the amended and restated Memorandum and Articles of Association (a copy of which having been produced before the Meeting and signed by the chairman of the Meeting for the purpose of identification) be and are hereby adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing Memorandum and Articles of Association, and any director, registered office provider or company secretary of the Company be and is hereby authorized severally to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect and implement the adoption of the amended and restated Memorandum and Articles of Association.”

By Order of the Board

Junjing Tang

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 16 June 2022

Notes:

A revised form of proxy (the “ Revised Proxy Form ”) in connection with the above resolutions is enclosed with the supplemental circular of the Company dated 16 June 2022 (the “ supplemental circular ”). Please refer to the section headed “ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT” on pages 4 to 6 of the supplemental circular for arrangements on the completion and submission of the Revised Proxy Form.
Please refer to Notice of AGM for details of the other ordinary resolutions to be considered at the Annual General Meeting, closure of the register of members of the Company and eligibility for attending the Annual General Meeting, proxy and other relevant matters.

– 55 –

AI assistant

China Beststudy Education Group AGM Information 2022

50935_rns_2022-06-15_a94d6344-0459-4553-adfd-69370e5fdc8c.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

China Beststudy Education Group 卓越教育集團 *

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

China Beststudy Education Group 卓越教育集團 *

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

3. PROPOSED CHANGE OF AUDITOR

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

LETTER FROM THE BOARD

5. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

6. RECOMMENDATION

Junjing Tang

China Beststudy Education Group 卓越教育集團 *

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:

ORDINARY RESOLUTION

SPECIAL RESOLUTION

By Order of the Board

Junjing Tang

AI assistant

China Beststudy Education Group — AGM Information 2022

50935_rns_2022-06-15_a94d6344-0459-4553-adfd-69370e5fdc8c.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

**China Beststudy Education Group 卓 越 教 育 集 團 ***

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

**China Beststudy Education Group 卓 越 教 育 集 團 ***

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED CHANGE OF AUDITOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

3. PROPOSED CHANGE OF AUDITOR

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

LETTER FROM THE BOARD

5. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

6. RECOMMENDATION

Junjing Tang

**China Beststudy Education Group 卓 越 教 育 集 團 ***

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:

ORDINARY RESOLUTION

SPECIAL RESOLUTION

By Order of the Board

Junjing Tang

More from China Beststudy Education Group

China Beststudy Education Group AGM Information 2022

China Beststudy Education Group 卓越教育集團 *

China Beststudy Education Group 卓越教育集團 *

China Beststudy Education Group 卓越教育集團 *