CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2016

Mar 18, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Jiuhao Health Industry Corporation Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

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

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

PROPOSED CHANGE OF COMPANY NAME AND PROPOSED AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an EGM to be held at Tianshan Room, Level 5, Island Shangri-la Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 April 2016 at 2:45 p.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company is set out on pages 26 to 28 of this circular. A form of proxy for use at the EGM is also enclosed.

Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

21 March 2016

CONTENTS

	Page
Definitions.....................................................................................................................................	1
Letter from the Board
Introduction........................................................................................................................	2
Proposed Change of Company Name..............................................................................	3
Proposed amendments to the Memorandum and Articles of Association....................	4
EGM....................................................................................................................................	4
Recommendation................................................................................................................	5
Appendix I – Proposed Amendments to the Memorandum
and Articles of Association.........................................................................	6
Notice of EGM..............................................................................................................................	26

– i –

DEFINITIONS

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

• “Articles of Association” means the articles of association of the Company currently in force;

• “Board” means the board of Directors; “Company” means China Jiuhao Health Industry Corporation Limited, a company incorporated in the Cayman Islands, the issued shares of which are listed on the Main Board of the Stock Exchange;

• “Director(s)” means the director(s) of the Company; “EGM” means the extraordinary general meeting of the Company to be convened to approve the change of the Company’s English and dual foreign name in Chinese and the adoption of the amended and restated Memorandum and Articles of Association;

• “Group” means the Company and its subsidiaries from time to time; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Memorandum” the memorandum of association of the Company; “Share(s)” ordinary share(s) in the issued share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company;

• “Shareholder(s)” holder(s) of Share(s); and

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited.

– 1 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

Executive Directors:

Mr. Wang Zhongjun Mr. Lau Seng Yee Mr. Wang Zhonglei Mr. Lin Haifeng Ms. Wang Dongmei Mr. Yuen Hoi Po

Independent Non-Executive Directors:

Dr. Wong Yau Kar David, BBS, JP Mr. Yuen Kin Mr. Chu Yuguo

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

Principal place of business in Hong Kong: Suite 3503, 35/F Tower Two, Lippo Centre 89 Queensway Hong Kong

21 March 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND PROPOSED AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 29 February 2016 in relation to the proposed change of name of the Company, and the proposed amendments to the existing Memorandum and Articles of Association of the Company.

– 2 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the EGM of the Company to be held and convened on 22 April 2016, for approving the proposed change of name of the Company, and the proposed adoption of the amended and restated Memorandum and Articles of Association.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “China Jiuhao Health Industry Corporation Limited” to “Huayi Tencent Entertainment Company Limited” and to change the dual foreign name in Chinese of the Company from “中國9號健康產業有限公司” to “華誼騰訊 娛樂有限公司”.

Conditions for the Change of Company Name

The proposed change of name of the Company is subject to (i) the passing of a special resolution by the Shareholders at the EGM to approve the change of the Company English name and dual foreign name in Chinese; and (ii) the Registrar of Companies in the Cayman Islands entering the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by it. Subject to the satisfaction of the conditions set out above, the change of Company English name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands. The Registrar of Companies in the Cayman Islands shall issue a certificate of incorporation on change of name thereafter. The Company will further carry out the necessary filing procedures with the Companies Registry in Hong Kong. In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares and the website of the Company will also be changed after the change of Company name becoming effective.

Reasons for the Change of the Company Name

Reference is made to the announcement of the Company on 5 February 2016 in relation to the completion of the subscriptions of Shares by the investors which led to change in control of the Company. While the Company intends to continue the operation of its existing online and offline healthcare and wellness services businesses, net proceeds from the subscriptions will be utilized to develop the media and entertainment businesses of the Group. The Board considers that the change of name of the Company will better reflect the future development of the Group in the media and entertainment businesses and the commitment of the Company’s new controlling Shareholders, and provide a more coherent corporate image and identity of the Company.

The Board is of the opinion that the proposed change of the Company name is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Effect of the Change of Company Name

The change of Company English name and dual foreign name in Chinese will not, of itself, affect any rights of the Shareholders or the Company’s daily business operation and its financial position. All existing Share certificates of the Company in issue bearing the existing name of the Company will, after the change of Company English name and dual foreign name in Chinese becoming effective, continue to be effective and as documents of title to the Shares and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing Share certificates for new Share certificates bearing the new name of the Company. Upon the change of Company English name and dual foreign name in Chinese becoming effective, new Share certificates of the Company will be issued under the new name of the Company.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board also proposes to (i) update the Memorandum and Articles of Association due to the change of the Company English name and dual foreign name in Chinese; (ii) make certain amendments to the existing Articles of Association in order to, among other things, align them with the amendments to the Listing Rules; and (iii) adopt an amended and restated Memorandum and Articles of Association.

In accordance with the requirement of Article 168 of the Articles of Association, the proposed amendments to the Memorandum and Articles of Association set out in the notice of EGM will be subject to the approval by the Shareholders by way of a special resolution. The proposed amendments to the Memorandum and Articles of Association are set out in Appendix I of this circular.

EGM

Notice of the EGM to be held at Tianshan Room, Level 5, Island Shangri-la Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 April 2016 at 2:45 p.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company is set out on pages 26 to 28 of this circular.

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LETTER FROM THE BOARD

The EGM is to be held for the purpose of considering and, if thought fit, approving the special resolution to change the name in English and dual foreign name in Chinese of the Company and approving the special resolution in respect of the proposed adoption of the amended and restated Memorandum and Articles of Association. There is a form of proxy for the use at the EGM accompanying this circular. Whether or not you intend to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

The resolutions proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company following the conclusion of the EGM to inform you of its results.

RECOMMENDATION

The Directors consider that all proposed resolutions for approving the proposed change of name in English and dual foreign name in Chinese of the Company and the proposed adoption of the amended and restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all proposed resolutions as set out in the notice of EGM.

By the Order of the Board

China Jiuhao Health Industry Corporation Limited WANG Zhongjun Chairman

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Details of the proposed amendments to the Memorandum and Articles of Association made by the Company are set out as follows:

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Article 2

By adding the following new definitions in the existing Article 2(1):

“close associate” in relation to any Director, shall have the same meaning as defined in the Listing Rules as modified from time to time, except that for purposes of Article 103 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to “associate” in the Listing Rules.

• “Listing Rules” the rules of the Designated Stock Exchange.

“substantial shareholder” a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules from time to time) of the voting power at any general meeting of the Company.

By amending and deleting the following definitions, as the case may be, in the existing Article 2(1):

~~“associate”~~

~~the meaning attributed to it in the rules of the Designated Stock Exchange.~~

“Business Day” a day ~~(other than Saturday) on which banks in Hong Kong are open to conduct business.~~ on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day for the reason of a Number 8 or higher Typhoon Signal, Black Rainstorm Warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• “Company”

~~China Jiuhao Health Industry CorporationH~~ uayi Tencent Entertainment Company Limited ~~中國9號健康產業華~~ 誼 騰訊娛樂有限公司.

• “ ~~Oo~~ rdinary resolution”

• a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of ~~which not less than fourteen (14) clear days’~~ Notice has been duly given in accordance with Article 59.

• “Ordinary Shares”

• ordinary shares of a par value of HK$0.02 each in the capital of the Company.

• “Preference Shares”

non-voting convertible preference shares of a par value of $0.01 each in the share capital of the Company with the rights set out in Article 3(3).

• “Special Resolution”

a resolution shall be a special resolution when it has been passed by a majority of not less than three fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which ~~not less than twenty one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty one (21) clear days’ Notice has been given~~ Notice has been duly given in accordance with Article 59;

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• ~~“Subsidiary and Holding Company”~~

~~the meanings attributed to them in Section 2 of the Companies Ordinance of Hong Kong as in force at the time of adoption of the Articles.~~

By adding the following new subparagraph (i) in the existing Article 2(2):

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

2. Article 3

• (4) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of any Designated Stock Exchange and/or any competent regulatory authority, ~~any power of~~ the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it ~~thinks fiti~~ n its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Law. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.

• (5) ~~Except as allowed by the Law and subject furtherS~~ ubject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority the Company ~~shall notm~~ ay give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

3. Article 6

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

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

4. Article 8

• (1) Subject to the provisions of the Law and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise ~~as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision,~~ as the Board may determine. 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.

5. Article 10

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

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

• (b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him ~~; and~~

• ~~(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.~~

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APPENDIX I

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

6. Article 16

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

7. Article 44

The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours ~~on every~~ during business ~~dayh~~ ours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place ~~in the Cayman Islands~~ at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of ~~HK~~ $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

8. Article 45

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

• (a) determining the Members entitled to receive any dividend, distribution, allotment or issue and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made;

• (b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

9. Article 49

• (a) a fee of such maximum sum as prescribed by the Designated Stock Exchange ~~may determinef~~ rom time to time to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

10. Article 51

The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in ~~an appointed newspaper or~~ any ~~other~~ newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

11. Article 56

An annual general meeting of the Company shall be held in each year other than the year of the Company’s ~~incorporationa~~ doption of these Articles (within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or not more than eighteen (18) months after the date of ~~incorporationa~~ doption of these Articles, unless a longer period would not infringe the rules of the Designated Stock Exchange, if any) at such time and place as may be determined by the Board.

12. Article 59

• (1) An annual general meeting ~~and any extraordinary general meeting at which the passing of a special resolution is to be considered shallm~~ ust be called by Notice of not less than twenty -one (21) clear days’ Notice and not less than twenty (20) clear Business Days. All other ~~extraordinary g~~ eneral meetings ~~may(~~ including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days’ ~~Notice but~~ and not less than ten (10) clear Business Days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

• (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

• (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together ~~holding~~ representing not less than ninety five per cent. (95%) ~~in nominal value of the issued shares giving that right~~ of the total voting rights at the meeting of all the Members.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• (2) The notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding up of a Member and to each of the Directors and the Auditors.

13. Article 63

The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.

14. Article 66

• (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a ~~show of handsp~~ oll every Ordinary Shareholder present in person (or being a corporation, is present by a representative duly authorised), or by proxy shall have one vote ~~and on a poll every Ordinary Shareholder present in person or by proxy or, in the case of an Ordinary Shareholder being a corporation, by its duly authorised representative shall have one vote~~ for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. ~~Notwithstanding anything contained in these ArticlesA~~ resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that, where more than one proxy is appointed by an Ordinary Shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. ~~A resolution put to the vote of a meeting shall be decided on a show of hands unless (F~~ or purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• (2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands ~~or on the withdrawal of any other demand for,~~ a poll ~~) a poll is~~ may be demanded:

• (a ~~) by the chairman of such meeting; or(b)~~ by at least three Ordinary Shareholders present in person or in the case of an Ordinary Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• ( ~~cb~~ ) by an Ordinary Shareholder or Ordinary Shareholders present in person or in the case of an Ordinary Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Ordinary Shareholders having the right to vote at the meeting; or

• ( ~~dc~~ ) by an Ordinary Shareholder or Ordinary Shareholders present in person or in the case of an Ordinary Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

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

15. Article 67

~~Unless a poll is duly demanded and the demand is not withdrawnW~~ here a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

16. Article 68

~~If a poll is duly demanded the~~ The result of the poll shall be deemed to be the resolution of the meeting ~~at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll..~~

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

17. Article 69

~~A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediatelyT~~ he Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.

18. Article 70

~~The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.[~~ repealed]

19. Article 73

All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes ~~, whether on a show of hands or on a poll,~~ the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

20. Article 74

Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

21. Article 75

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

22. Article 80

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote ~~or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid~~ . No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting ~~or on a poll demanded at a meeting or an adjourned meeting~~ in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

23. Article 81

Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority ~~to demand or join in demanding a poll and~~ to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

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APPENDIX I

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

24. Article 82

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

25. Article 84

• (2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to vote individually on a show of hands.

26. Article 86

• (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and shall hold office for such term as the Members may determine or, in the absence of such determination, in accordance with Article 87 or until their successors are elected or appointed or their office is otherwise vacated.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• (3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board to fill a casual vacancy shall hold office until the next following annual general meeting of Members after his -

• appointment and be subject to re election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection.

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

27. Article 87

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

• (2) A retiring ~~director of the Company~~ Director shall be eligible for re-election ~~. The directors of the Company~~ and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any ~~director of the CompanyD~~ irector who wishes to retire and not to offer himself for re-election. Any further ~~directors of the CompanyD~~ irectors so to retire shall be those of the other ~~directors of the CompanyD~~ irectors subject to retirement by rotation ~~(whichever is later)~~ who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected ~~directors of the CompanyD~~ irectors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any ~~director of the CompanyD~~ irector appointed pursuant to Article 86( ~~23~~ ) shall not be taken into account in determining which particular ~~directors of the CompanyD~~ irectors or the number of ~~directors of the CompanyD~~ irectors who are to retire by rotation.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

28. Article 92

Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if ~~weh~~ e were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

29. Article 103

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

• (i) any contract or arrangement for the giving to such Director or his close associate(s) any security or indemnity in respect of money lent by him or any of his ~~associatesc~~ lose associate(s) or obligations incurred or undertaken by him or any of his ~~associates~~ close associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;

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

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• (iii) any proposal, contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub underwriting of the offer;

• (iv) any proposal, contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;

• (v) any ~~contract or arrangementp~~ roposal concerning any other company in which the Director or his close associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder other than a company in which the Director and/or his close associate(s) is/are beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of any of his close associates is derived); or

• (vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including (a) the adoption, modification or operation of an employee’s share scheme or a share incentive or a share option scheme under which the Director or his close associate(s) may benefit; or (b) the adoption, modification or operation of, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to ~~directors, his associatesD~~ irectors or his close associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the ~~employeesc~~ lass of persons to which such scheme or fund relates.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• (2) ~~A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent. or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.~~

• ~~(3) Where a company in which a Director and/or his associate(s) own(s) five (5) per cent. or more (within the meaning of Article 103(2)) is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.(4) I~~ f any question shall arise at any meeting of the Board as to the materiality of the interest of a Director ~~or his associate(s) (~~ other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned ~~and of his associate(s) a~~ s known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman ~~and of his associate(s) a~~ s known to such chairman has not been fairly disclosed to the Board.

30. Article 104

• (4) ~~Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H ofT~~ he Company shall not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would be prohibited by the Companies Ordinance (Chapter ~~32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly:6~~ 22 of the laws of Hong Kong) as if the Company were a company incorporated in Hong Kong.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

• ~~(i) make a loan to a Director or a director of any holding company of the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);~~

• ~~(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or~~

• ~~(iii) if any one or more of the Directors hold (jointly or severally or indirectly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.~~

31. Article 115

A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board ~~of which notice may be given in writing~~ . Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by ~~the president or chairman, as the case may be, or~~ any Director.

32. Article 122

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

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

33. Article 146

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

34. Article 152

Subject to Article 153, a printed copy of the Directors’ report, accompanied by the balance sheet ~~and profit and loss account,~~ including every document required by law to be annexed thereto, and profit and loss account or income and expenditure account, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be delivered or sent by post to each person entitled thereto at least twenty one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

35. Article 153

Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, ~~a summarys~~ ummarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to ~~a summarys~~ ummarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

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APPENDIX I PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

36. Article 155

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

• (2) ~~A person, other than a retiring Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has been given not less than fourteen (14) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the retiring Auditor.~~

• ~~(3)~~ The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

37. Article 158

If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall ~~as soon as practicable convene an extraordinary general meeting to f~~ ill the vacancy and fix the remuneration of the Auditor so appointed.

38. Article 160

The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this ~~actf~~ act and name such country or jurisdiction.

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APPENDIX I

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

39. Article 161

Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the ~~rules of the Designated Stock ExchangeL~~ isting Rules), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

40. Article 162

Any Notice or other document:

• (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the ~~nN~~ otice or other document was so addressed and put into the post shall be conclusive evidence thereof;

• (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A ~~nN~~ otice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

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APPENDIX I

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

41. Article 164

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

42. Article 166

• (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, ~~a~~ as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

PROPOSED AMENDMENTS TO THE MEMORANDUM

1. Heading

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

~~CHINA JIUHAO HEALTH INDUSTRY CORPORATION LIMITED~~

~~中國9號健康產業有限公司 H~~ uayi Tencent Entertainment Company Limited 華誼騰訊娛樂有 限公司

2. Clause 1

The name of the Company is ~~China Jiuhao Health Industry Corporation Limited 中國9號健康 產業有限公司~~ Huayi Tencent Entertainment Company Limited 華誼騰訊娛樂有限公司.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [297 x 116] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 419)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Jiuhao Health Industry Corporation Limited (the “ Company ”) will be held at Tianshan Room, Level 5, Island Shangri-la Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 22 April 2016 at 2:45 p.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company for the purpose of considering and if thought fit, passing, with or without modifications, the following resolutions as special resolutions of the Company.

SPECIAL RESOLUTIONS

• A. “ THAT the English name of the Company be changed from “China Jiuhao Health Industry Corporation Limited” to “Huayi Tencent Entertainment Company Limited” and that the dual foreign name of the Company be changed from “中國9號健康產業有限 公司” to “華誼騰訊娛樂有限公司” with effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English and dual foreign name of the Company on the register of companies in place of the former English and dual foreign name of the Company (the “ Change of Company Name ”); and that any director of the Company (each a “ Director ”) and/or the secretary of the Company (the “ Secretary ”) be and is hereby authorised for and on behalf of the Company to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the implementation of the Change of Company Name.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• B. “ THAT subject to the passing of special resolution numbered 1 above and to the new name and dual foreign name of the Company being entered in the register of companies by the Registrar of Companies in the Cayman Islands, the amended and restated memorandum of association and articles of association of the Company (the “ New Memorandum and Articles of Association ”), in the form of the document produced to the EGM and marked “A” and initialed by the chairman of the EGM for the purpose of identification, be and is hereby approved and adopted as the new memorandum of association and articles of association of the Company in substitution for and to the exclusion of the existing memorandum of association and articles of association of the Company and any one Director of the Company be and is hereby authorized to do all acts and things and to sign, execute and deliver all documents as he may deem necessary, expedient or appropriate to give effect to or otherwise in connection with the adoption of the New Memorandum and Articles of Association.”

By the Order of the Board China Jiuhao Health Industry Corporation Limited WANG Zhongjun Chairman

Hong Kong, 21 March 2016

As at the date of this circular, the Board comprises:

Executive directors: Mr. WANG Zhongjun (Chairman), Mr. LAU Seng Yee (Vice Chairman), Mr. WANG Zhonglei, Mr. LIN Haifeng, Ms. WANG Dongmei, Mr. YUEN Hoi Po Independent non-executive directors: Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and, subject to the provisions of the articles of associations of the Company, to vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member.

2. A form of proxy for use at the EGM is enclosed herewith. Whether or not you intend to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish and in such event, the instrument appointing a proxy shall deemed to be revoked.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

4. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, then the vote of the senior of the said persons so present shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by order in which the names stand on the register of members of the Company in respect of such shares.

5. All the resolutions are to be voted by way of poll.

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