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CMON Limited Proxy Solicitation & Information Statement 2022

May 10, 2022

50172_rns_2022-05-10_a16433c6-7f3a-4c2d-b9af-adea40a03297.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CMON Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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.

==> picture [65 x 66] intentionally omitted <==

CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1792)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of CMON Limited (the ‘‘EGM’’) to be held at 201 Henderson Road #07/08–01, Apex @ Henderson, Singapore 159545 on Friday, 27 May 2022 at 2: 30 p.m. (or as soon thereafter as the annual general meeting of the Company convened for the same day at the same place at 2: 00 p.m. shall have been concluded or adjourned) is set out on pages 58 to 60 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://cmon.com). Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before Wednesday 2: 30 p.m. on (Wednesday, 25 May 2022) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM (or any adjournment thereof) if they so wish.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

11 May 2022

CONTENTS

Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
1. Introduction
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 2
2. Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. EGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX — Comparative Table of the Amendments to
the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EGM NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

– i –

DEFINITIONS

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

  • ‘‘Amended and the amended and restated articles of association of the Company Restated Articles of incorporating and consolidating all the Proposed Amendments, Association’’ proposed to be adopted by the Company at the EGM

  • ‘‘Articles of the articles of association of the Company, as amended, modified Association’’ or otherwise supplemented from time to time

  • ‘‘Board’’ the board of Directors

  • ‘‘Companies Act’’ the Companies Act Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands

  • ‘‘Company’’ CMON Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on the main board of the Stock Exchange

  • ‘‘Director(s)’’ the director(s) of the Company

  • ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 201 Henderson Road #07/08–01, Apex @ Henderson, Singapore 159545 on Friday, 27 May 2022 at 2: 30 p.m. (or as soon thereafter as the annual general meeting of the Company convened for the same day at the same place at 2: 00 p.m. shall have been concluded or adjourned)

  • ‘‘EGM Notice’’ the notice for convening the EGM, which is set out on pages 58 to 60 of this circular

  • ‘‘Group’’ the Company and its subsidiaries

  • ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

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

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented, or otherwise modified from time to time

  • ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.00005 each in the capital of the Company

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

  • ‘‘Singapore’’ Republic of Singapore

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

– 1 –

LETTER FROM THE BOARD

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CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1792)

Executive Directors:

Mr. Ng Chern Ann (Chairman and Joint Chief Executive Officer) Mr. David Doust (Joint Chief Executive Officer) Mr. David Preti Mr. Koh Zheng Kai

Non-executive Director: Mr. Frederick Chua Oon Kian

Independent non-executive Directors: Mr. Wong Yu Shan Eugene Mr. Choy Man Mr. Leung Yuk Hung Paul

Registered office: Offices of Conyers Trust Company (Cayman) Limited Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarters and principal place of business: 201 Henderson Road #07/08–01 Apex @ Henderson Singapore 159545

Registered place of business in Hong Kong: 31/F., Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong 11 May 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the EGM Notice and information regarding the resolutions to be proposed at the EGM include, among other things, a special resolution on the proposed amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association.

– 2 –

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 4 May 2022 in relation to the proposed amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association.

In order to further improve its corporate governance, in line with the relevant requirements of the applicable laws of the Cayman Islands and the Listing Rules (in particular, Appendix 3 of the Listing Rules as amended with effect from 1 January 2022) and the laws of the Cayman Islands, and to provide for other housekeeping amendments to the Articles of Association, the Board resolved on 4 May 2022 to propose to make amendments to certain articles in the Articles of Association (the ‘‘Proposed Amendments’’) and to adopt the Amended and Restated Articles of Association in substitution for and to the exclusion of the Articles of Association.

The Proposed Amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association are subject to the approval of the Shareholders by passing a special resolution at the EGM. Save for the Proposed Amendments to the Articles of Association, the other provisions of the Articles of Association remain unchanged. The Proposed Amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association will become effective upon the approval by the Shareholders at the EGM. The Directors believe that the Proposed Amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association are in the interests of the Company and its Shareholders as a whole. The Company’s legal advisers as to the laws of Hong Kong have confirmed to the Company stating that the Proposed Amendments to the Articles of Association are in compliance with the Listing Rules. The Company’s legal advisers as to the laws of the Cayman Islands have confirmed that the Proposed Amendments and the proposed adoption of the Amended and Restated Articles of Association do not violate the applicable laws of the Cayman Islands.

Detailed information of the Proposed Amendments is set out in the Appendix to this circular.

3. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 24 May 2022 to Friday, 27 May 2022 (both dates inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Monday, 23 May 2022.

– 3 –

LETTER FROM THE BOARD

4. EGM NOTICE

Set out on pages 58 to 60 of this circular is the EGM Notice at which a special resolution will be proposed to Shareholders to consider and approve the Proposed Amendments to the Articles of Association of the Company and the proposed adoption of the Amended and Restated Articles of Association.

5. FORM OF PROXY

A form of proxy is enclosed with this circular for use at the EGM. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://cmon.com). Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before 2: 30 p.m. on Wednesday, 25 May 2022) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM (or any adjournment thereof) if they so wish and in such event the form of proxy shall be deemed to be revoked.

6. VOTING BY POLL

There is no Shareholder who has any material interest in the proposed resolution, therefore none of the Shareholders is required to abstain from voting on such resolution.

Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution set out in the EGM Notice will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 4 –

LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the proposed resolution is in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully By order of the Board CMON Limited Ng Chern Ann Chairman, Joint Chief Executive Officer and Executive Director

– 5 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

I. COMPARATIVE TABLE OF THE MAJOR PROPOSED AMENDMENTS

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
2(1) 2(1) ‘‘business day’’ shall mean a day on
which
the
Designated
Stock
Exchange generally is open for the
business of dealing in securities in
Hong Kong. For the avoidance of
doubt, where the Designated Stock
Exchange is closed for the business of
dealing in securities in Hong Kong on
a business day by reason of a Number
8 or higher typhoon signal, black
rainstorm warning or other similar
event, such day shall for the purposes
of these Articles be counted as a
business day.
‘‘close associate’’ in relation to any
Director,
shall
have
the
same
meaning as defined in the rules of
the
Designated
Stock
Exchange
(‘‘Listing Rules’’) as modified from
time to time, except that for purposes
of Article 100 where the transaction
or arrangement to be approved by the
Board
is
a
connected
transaction
referred to in the Listing Rules, it
shall have the same meaning as that
ascribed to ‘‘associate’’ in the Listing
Rules.		 2(1) ‘‘Act’’ the Companies Act, Cap. 22
(Act 3 of 1961, as consolidated and
revised) of the Cayman Islands.
‘‘announcement’’
an
official
publication of a Notice or document
of
the
Company,
including
a
publication, subject to and to such
extent permitted by the Listing Rules,
by electronic communication or by
advertisement
published
in
the
newspapers or in such manner or
means ascribed and permitted by the
Listing Rules and applicable laws.
~~‘‘business day’’ shall mean a day on~~
~~which~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange generally is open for the~~
~~business of dealing in securities in~~
~~Hong Kong. For the avoidance of~~
~~doubt, where the Designated Stock~~
~~Exchange is closed for the business of~~
~~dealing in securities in Hong Kong on~~
~~a business day by reason of a Number~~
~~8 or higher typhoon signal, black~~
~~rainstorm warning or other similar~~
~~event, such day shall for the purposes~~
~~of these Articles be counted as a~~
~~business day.~~
‘‘close associate’’ in relation to any
Director,
shall
have
the
same
meaning as defined in the ~~rules of~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange~~
~~(‘‘~~
Listing Rules~~’’)~~
as modified from
time to time, except that for purposes
of Article 100 where the transaction
or arrangement to be approved by the
Board
is
a
connected
transaction
referred to in the Listing Rules, it
shall have the same meaning as that
ascribed to ‘‘associate’’ in the Listing
Rules.		 To ensure
consistency and
amend in
accordance with
the Companies
Act and Appendix
3 to the Listing
Rules and to
assist the
interpretation of
other articles
which relate to
housekeeping
amendments and
to modernise or
clarify articles
where appropriate

– 6 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
‘‘dollars’’ and ‘‘$’’ dollars, the legal
currency of Hong Kong.
‘‘Law’’ The Companies Law, Cap. 22
(Law 3 of 1961, as consolidated and
revised) of the Cayman Islands.		 ~~‘‘dollars’’ and ‘‘$’’ dollars, the legal~~
~~currency of Hong Kong.~~
‘‘electronic
communication’’
a
communication
sent,
transmitted,
conveyed and received by wire, by
radio, by optical means or by other
electron magnetic means in any form
through any medium.
‘‘electronic
meeting’’
a
general
meeting held and conducted wholly
and exclusively by virtual attendance
and participation by Members and/or
proxies
by
means
of
electronic
facilities.
‘‘hybrid meeting’’ a general meeting
convened
for
the
(i)
physical
attendance
by
Members
and/or
proxies
at
the
Principal
Meeting
Place and where applicable, one or
more
Meeting
Locations
and
(ii)
virtual attendance and participation
by Members and/or proxies by means
of electronic facilities.
~~‘‘Law’’ The Companies Law, Cap. 22~~
~~(Law 3 of 1961, as consolidated and~~
~~revised) of the Cayman Islands.~~
‘‘Listing
Rules’’
rules
of
the
Designated Stock Exchange.
‘‘Meeting Location’’ has the meaning
given to it in Article 64A.
‘‘physical meeting’’ a general meeting
held
and
conducted
by
physical
attendance
and
participation
by
Members
and/or
proxies
at
the
Principal
Meeting
Place
and/or
where
applicable,
one
or
more
Meeting Locations.
‘‘Principal Meeting Place’’ shall have
the meaning given to it in Article
59(2).

– 7 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
‘‘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 Notice has been
duly given in accordance with Article
59;
…
‘‘Statutes’’ the Law and every other
law of the Legislature of the Cayman
Islands for the time being in force
applying
to
or
affecting
the
Company,
its
memorandum
of
association and/or these Articles.
‘‘Subsidiary and Holding Company’’
has the meanings attributed to them
in 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
rules
of
the
Designated
Stock
Exchange
from
time to time) of the voting power at
any general meeting of the Company.		 ‘‘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 Notice has been
duly given in accordance with Article
59~~;~~
.
…
‘‘Statutes’’ the ~~Law~~
~~A~~ct and every
other law of the Legislature of the
Cayman Islands for the time being in
force applying to or affecting the
Company,
its
memorandum
of
association and/or these Articles.
~~‘‘Subsidiary and Holding Company’’~~
~~has the meanings attributed to them~~
~~in 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
~~rules~~
~~of~~
~~the~~
~~Designated Stock Exchange~~
~~L~~isting
Rules from time to time) of the voting
power at any general meeting of the
Company.

– 8 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
2(2) 2(2) (e) expressions referring to writing
shall, unless the contrary intention
appears, be construed as including
printing,
lithography,
photography
and
other
modes
of
representing
words or figures in a visible form,
and
including
where
the
representation
takes
the
form
of
electronic
display,
provided
that
both
the
mode
of
service
of
the
relevant document or notice and the
Member’s election comply with all
applicable
Statutes,
rules
and
regulations;
…
(h) references to a document being
executed include references to it being
executed under hand or under seal or
by electronic signature or by any
other method and references to a
notice or document include a notice
or document recorded or stored in
any
digital,
electronic,
electrical,
magnetic or other retrievable form
or medium and information in visible
form
whether
having
physical
substance or not;		 2(2) (e) expressions referring to writing
shall, unless the contrary intention
appears, be construed as including
printing,
lithography,
photography
and
other
modes
of
representing
~~words or figures in a~~
~~o~~r reproducing
words or figures in a legible and
non-transitory form or, to the extent
permitted by and in accordance with
the
Statutes
and
other
applicable
laws,
rules
and
regulations,
any
visible
substitute
for
writing
(including
an
electronic
communication),
or
modes
of
representing or reproducing words
partly in one visible form and partly
in another visible form, and including
where the representation takes the
form of electronic display, provided
that both the mode of service of the
relevant document or ~~notice~~
Notice
and the Member’s election comply
with all applicable Statutes, rules and
regulations;
…
(h)
references
to
a
document
(including, but without limitation, a
resolution in writing) being
signed or
executed include references to it being
signed or executed under hand or
under seal or by electronic signature
or by
electronic communication or by
any other method and references to a
~~notice~~
Notice or document include a
~~notice~~
Notice or document recorded
or stored in any digital, electronic,
electrical,
magnetic
or
other
retrievable
form
or
medium
and
information in visible form whether
having physical substance or not;		 To supplement
the interpretation
provisions

– 9 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(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.		 (i) Section 8
and Section 19 of the
Electronic
Transactions
~~Law~~
~~A~~ct
(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~~.~~
~~;~~
(j)
references
to
the
right
of
a
Member to speak at an electronic
meeting or a hybrid meeting shall
include the right to raise questions or
make statements to the chairman of
the meeting, verbally or in written
form,
by
means
of
electronic
facilities.
Such
a
right
shall
be
deemed to have been duly exercised
if the questions or statements may be
heard or seen by all or only some of
the persons present at the meeting (or
only by the chairman of the meeting)
in which event the chairman of the
meeting
shall
relay
the
questions
raised
or
the
statements
made
verbatim to all persons present at
the
meeting,
either
orally
or
in
writing using electronic facilities;
(k) a reference to a meeting: shall
mean a meeting convened and held in
any
manner
permitted
by
these
Articles
and
any
Member
or
Director attending and participating
at a meeting by means of electronic
facilities
shall
be
deemed
to
be
present
at
that
meeting
for
all
purposes of the Statutes and these
Articles,
and
attend,
participate,
attending, participating, attendance
and participation shall be construed
accordingly;
(l)
references
to
a
person’s
participation in the business of a
general
meeting
include
without
limitation and as relevant the right
(including,
in
the
case
of
a
corporation,
through
a
duly
authorised representative) to speak
or
communicate,
vote,
be
represented by a proxy and have
access in hard copy or electronic
form to all documents
which are
required by the
Statutes or these
Articles to be made available at the
meeting,
and
participate
and
participating in the business of a
general meeting shall be construed
accordingly;		 and Section

– 10 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(m) references to electronic facilities
include, without limitation, website
addresses, webinars, webcast, video
or
any
form
of
conference
call
systems (telephone, video, web or
otherwise); and
(n) where a Member is a corporation,
any reference in these Articles to a
Member
shall,
where
the
context
requires, refer to a duly authorised
representative of such Member.
3 (1) The share capital of the Company
at the date on which these Articles
come into effect shall be divided into
shares of a par value of $0.00005
each.
(2)
Subject
to
the
Law,
the
Company’s
Memorandum
and
Articles of Association and, where
applicable,
the
rules
of
any
Designated Stock Exchange and/or
any competent regulatory authority,
the Company shall have the power to
purchase or otherwise acquire its own
shares and such powe r shall be
exercisable
by
the
Board
in
such
manner,
upon
such
terms
and
subject to such conditions as it in its
absolute discretion thinks fit and any
determination by the Board of the
manner of purchase shall be deemed
authorised
by
these
Articles
for
purposes of the Law. The Company
is
hereby
authorised
to
make
payments in respect of the purchase
of its shares out of capital or out of
any other account or fund which can
be authorised for this purpose in
accordance with the Law.		 3 (1) The share capital of the Company
at the date on which these Articles
come into effect shall be divided into
shares of a par value of ~~$~~
~~H~~ong Kong
dollars 0.00005 each.
(2)
Subject
to
the
~~Law~~
~~A~~ct,
the
Company’s
Memorandum
and
Articles of Association and, where
applicable, the
Listing Rules and/or
the rules of ~~any Designated Stock~~
~~Exchange~~
~~and/or~~
~~any~~
competent
regulatory authority, the Company
shall
have
the
~~powe~~
~~r~~
power
to
purchase
or
otherwise
acquire
its
own shares and such power shall be
exercisable
by
the
Board
in
such
manner,
upon
such
terms
and
subject to such conditions as it in its
absolute discretion thinks fit and any
determination by the Board of the
manner of purchase shall be deemed
authorised
by
these
Articles
for
purposes
of
the
~~Law.~~
~~A~~ct.
The
Company
is
hereby
authorised
to
make
payments
in
respect
of
the
purchase of its shares out of capital
or out of any other account or fund
which
can
be
authorised
for
this
purpose in accordance with the ~~Law~~
Act.		 To amend the
article according
to the Companies
Act, to modernise
the article and
provide flexibility
to the extent
permissible by
laws and
regulation, and to
make clerical
amendments

– 11 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(3) Subject to compliance with the
rules
and
regulations
of
the
Designated Stock Exchange and any
other relevant regulatory authority,
the
Company
may
give
financial
assistance for the purpose of or in
connection with a purchase made or
to be made by any person of any
shares in the Company.
(4) No share shall be issued to bearer.		 (3) Subject to compliance with ~~the~~
~~rules~~
~~and~~
~~regulations~~
~~of~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange~~
~~L~~isting
Rules
and
any
other
~~relevant~~
competent regulatory authority, the
Company
may
give
financial
assistance for the purpose of or in
connection with a purchase made or
to be made by any person of any
shares in the Company.
(4)
The
Board
may
accept
the
surrender
for
no
consideration
of
any fully paid share.
~~(4)~~
(5) No share shall be issued to
bearer.
8(2) Subject to the provisions of the Law,
the rules of any Designated Stock
Exchange and the Memorandum and
Articles
of
Association
of
the
Company, and to any special rights
conferred
on
the
holders
of
any
shares or attaching to any class of
shares, shares may be issued on the
terms that they may be, or at the
option of the Company or the holder
are, liable to be redeemed on such
terms and in such manner, including
out of capital, as the Board may deem
fit.		 9 ~~(2)~~
Subject to the provisions of the
~~Law~~
~~A~~ct, the ~~rules of any Designated~~
~~Stock Exchange~~
ListingRules and the
Memorandum
and
Articles
of
Association of the Company, and to
any special rights conferred on the
holders of any shares or attaching to
any class of shares, shares may be
issued on the terms that they may be,
or at the option of the Company or
the holder are, liable to be redeemed
on such terms and in such manner,
including out of capital, as the Board
may deem fit.		 To clarify the
applicable legal
references to the
Companies Act
and the Listing
Rules and tidy up
amendments
9 9 Where the Company purchases for
redemption
a
redeemable
share,
purchases
not
made
through
the
market or by tender shall be limited
to a maximum price as may from time
to
time
be
determined
by
the
Company in general meeting, either
generally or with regard to specific
purchases. If purchases are by tender,
tenders
shall
be
available
to
all
Membersalike		 [deletion] ~~Where the Company purchases for~~
~~redemption~~
~~a~~
~~redeemable~~
~~share,~~
~~purchases~~
~~not~~
~~made~~
~~through~~
~~the~~
~~market or by tender shall be limited~~
~~to a maximum price as may from time~~
~~to~~
~~time~~
~~be~~
~~determined~~
~~by~~
~~the~~
~~Company in general meeting, either~~
~~generally or with regard to specific~~
~~purchases. If purchases are by tender,~~
~~tenders~~
~~shall~~
~~be~~
~~available~~
~~to~~
~~all~~
~~Membersalike~~		 To bring the
article up to date
. ~~.~~

– 12 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
10 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.		 10 Subject to the ~~Law~~
Act 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~~
~~a~~uthorised representative)
holding or representing by proxy not
less than one-third in nominal value
of the issued shares of that class and
at any adjourned meeting of such
holders,
two
holders
present
in
person or (in the case of a Member
being
a
corporation)
its
duly
~~authorized~~
~~a~~uthorised 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.		 To amend the
article according
to the Companies
Act and Appendix
3 to the Listing
Rules, and tidy up
amendments

– 13 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
12(1) 12(1) Subject to the Law, these Articles,
any direction that may be given by
the Company in general meeting and,
where applicable, the rules of any
Designated
Stock
Exchange
and
without
prejudice
to
any
special
rights or restrictions for the time
being attached to any shares or any
class of shares, the unissued shares of
the Company (whether forming part
of
the
original
or
any
increased
capital) shall be at the disposal of
the Board, which may offer, allot,
grant
options
over
or
otherwise
dispose of them to such persons, at
such times and for such consideration
and upon such terms and conditions
as the Board may in its absolute
discretion determine but so that no
shares shall be issued at a discount.
Neither the Company nor the Board
shall be obliged, when making or
granting any allotment of, offer of,
option over or disposal of shares, to
make, or make available, any such
allotment, offer, option or shares to
Members or others with registered
addresses in any particular territory
or territories being a territory or
territories where, in the absence of a
registration
statement
or
other
special
formalities,
this
would
or
might, in the opinion of the Board,
be
unlawful
or
impracticable.
Members affected as a result of the
foregoing sentence shall not be, or be
deemed to be, a separate class of
members for any purpose whatsoever.		 12(1) Subject
to
the
~~Law~~
Act,
these
Articles, any direction that may be
given by the Company in general
meeting and, where applicable, the
~~rules~~
~~of~~
~~any~~
~~Designated~~
~~Stock~~
~~Exchange~~
Listing Rules and without
prejudice to any special rights or
restrictions
for
the
time
being
attached to any shares or any class
of shares, the unissued shares of the
Company (whether forming part of
the original or any increased capital)
shall be at the disposal of the Board,
which may offer, allot, grant options
over or otherwise dispose of them to
such persons, at such times and for
such consideration and upon such
terms and conditions as the Board
may
in
its
absolute
discretion
determine but so that no shares shall
be
issued
at
a
discount
to
their
nominal value. Neither the Company
nor the Board shall be obliged, when
making or granting any allotment of,
offer of, option over or disposal of
shares, to make, or make available,
any such allotment, offer, option or
shares to Members or others with
registered addresses in any particular
territory
or
territories
being
a
territory or territories where, in the
absence of a registration statement or
other special formalities, this would
or might, in the opinion of the Board,
be
unlawful
or
impracticable.
Members affected as a result of the
foregoing sentence shall not be, or be
deemed to be, a separate class of
~~members~~
Members for any purpose
whatsoever.		 For consistency
and to clarify that
the subscription
price for an issue
of shares may not
fall below the
nominal value of
the shares

– 14 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 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.		 16 Every share certificate shall be issued
under the Seal or a facsimile thereof
or with the Seal printed thereon and
shall specify the number and class
and distinguishing numbers (if any)
of the shares to which it relates, and
the amount paid up thereon and may
otherwise be in such form as the
Directors may from time to time
determine. The seal of the Company
may only be affixed
or imprinted to a
share certificate with the authority of
the Directors, or be executed under
the signature of appropriate officials
with
statutory
authority,
unless
otherwise
determined
by
the
Directors.
No
certificate
shall
be
issued representing shares of more
than one class. The Board may by
resolution determine, either generally
or in any particular case or cases, that
any
signatures
on
any
such
certificates (or certificates in respect
of
other
securities)
need
not
be
autographic but may be affixed to
such certificates by some mechanical
means or may be printed thereon.		 To clarify the
article

– 15 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 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
during
business
hours
by
Members without charge or by any
other
person,
upon
a
maximum
payment of $2.50 or such lesser sum
specified by the Board, at the Office
or such other place at which the
Register is kept in accordance with
the Law or, if appropriate, upon a
maximum payment of $1.00 or such
lesser sum specified by the Board at
the Registration Office. The Register
including any overseas or local or
other branch register of Members
may, after notice has been given by
advertisement
in
an
appointed
newspaper or any other newspapers
in accordance with the requirements
of any Designated Stock Exchange or
by
any
electronic
means
in
such
manner as may be accepted by the
Designated Stock Exchange to that
effect, be closed at such times or for
such periods not exceeding in the
whole thirty (30) days in each year
as
the
Board may
determine
and
either generally or in respect of any
class of shares.		 44 The Register and branch register of
Members, as the case may be, shall be
open to inspection for at least two (2)
hours
during
business
hours
by
Members without charge or by any
other
person,
upon
a
maximum
payment
of
~~$~~
~~H~~ong
Kong
dollars
2.50 or such lesser sum specified by
the Board, at the Office or such other
place at which the Register is kept in
accordance with the ~~Law~~
~~A~~ct or, if
appropriate,
upon
a
maximum
payment
of
~~$~~
~~H~~ong
Kong
dollars
1.00 or such lesser sum specified by
the Board at the Registration Office.
The Register including any overseas
or local or other branch register of
Members may, after notice has been
given
by
advertisement
in
an
appointed newspaper or any other
newspapers in accordance with the
requirements
of
any
Designated
Stock Exchange or by any electronic
means in such manner as may be
accepted by the Designated Stock
Exchange to that effect, be closed 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.		 To clarify the
article
45(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;		 45(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~~
;		 To amend in
accordance with
the Listing Rules

– 16 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
46 Subject to these Articles, any Member
may transfer all or any of his shares
by an instrument of transfer in the
usual or common form or in a form
prescribed by the Designated Stock
Exchange
or
in
any
other
form
approved by the Board and may be
under hand or, if the transferor or
transferee is a clearing house or its
nominee(s), by hand or by machine
imprinted signature or by such other
manner of execution as the Board
may approve from time to time.		 46 (1) Subject to these Articles, any
Member may transfer all or any of
his
shares
by
an
instrument
of
transfer
in
the
usual
or
common
form or in a form prescribed by the
Designated Stock Exchange or in any
other form approved by the Board
and may be under hand or, if the
transferor or transferee is a clearing
house or its nominee(s), by hand or
by machine imprinted signature or by
such other manner of execution as the
Board may approve from time to
time.
(2) Notwithstanding the provisions of
subparagraph (1) above, for so long
as
any
shares
are
listed
on
the
Designated Stock Exchange, titles to
such listed shares may be evidenced
and transferred in accordance with
the laws applicable to and the Listing
Rules that are or shall be applicable
to such listed shares. The register of
members of the Company in respect
of
its
listed
shares
(whether
the
Register or a branch register) may
be kept by recording the particulars
required by Section 40 of the Act in a
form otherwise than legible if such
recordingotherwise complies with the
laws applicable to and the Listing
Rules that are or shall be applicable
to such listed shares.		 To amend in
accordance with
the Listing Rules
51 The registration of transfers of shares
or of any class of shares may, after
notice
has
been
given
by
advertisement in any newspapers or
by any other means in accordance
with
the
requirements
of
any
Designated Stock Exchange to that
effect be suspended at such times and
for such periods (not exceeding in the
whole thirty (30) days in any year) as
the Board may determine.		 51 The registration of transfers of shares
or of any class of shares may, after
notice
has
been
given
by
announcement
or
by
electronic
communication or by advertisement
in any newspapers or by any other
means
in
accordance
with
the
requirements
of
any
Designated
Stock Exchange to that effect be
suspended
at
such
times
and
for
such periods (not exceeding in the
whole thirty (30) days in any year) as
the Board may determine.
The period
of thirty (30) days may be extended in
respect of any year if approved by the
Members by ordinary resolution.		 To amend the
manner of giving
notice for transfer
of shares, and the
time period of
suspension of
registration of
transfers of shares

– 17 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
55(2)(c) the Company, if so required by the
rules governing the listing of shares
on the Designated Stock Exchange,
has
given
notice
to,
and
caused
advertisement
in
newspapers
in
accordance with the requirements of,
the Designated Stock Exchange to be
made of its intention to sell such
shares in the manner required by the
Designated Stock Exchange, and a
period of three (3) months or such
shorter period as may be allowed by
the Designated Stock Exchange has
elapsed
since
the
date
of
such
advertisement.		 55(2)(c) the Company~~, if so required by the~~
~~rules governing the listing of shares~~
~~on the Designated Stock Exchange,~~
has given notice
of its intention to sell
such
shares
to,
and
caused
advertisement ~~in newspapers~~
~~b~~oth in
daily newspaper and in a newspaper
circulating in the area of the last
known address of such Member or
any person entitled to the share under
Article 54 and where applicable, in
each case in accordance with the
requirements
of~~,~~
~~the~~
~~Designated~~
~~Stock Exchange to be made of its~~
~~intention to sell such shares in the~~
~~manner required by~~
the Designated
Stock Exchange, and a period of
three
(3)
months
or
such
shorter
period as may be allowed by the
Designated
Stock
Exchange
has
elapsed
since
the
date
of
such
advertisement.		 To amend in
accordance with
the Listing Rules
56 An annual general meeting of the
Company shall be held in each year
other than the year of the Company’s
adoption of these Articles (within a
period of not more than fifteen (15
months after the holding of the last
preceding annual general meeting or
not more than eighteen (18) months
after the date of adoption of these
Articles, unless a longer period would
not
infringe
the
rules
of
the
Designated Stock Exchange, if any)
at such time and place as may be
determined by the Board.		 56 An annual general meeting of the
Company
shall
be
held
in
each
financial
year
other
than
the
financial
year
of
the
Company’s
adoption of these Articles ~~(~~
and such
annual general meeting must be held
within ~~a period of not more than~~
~~fifteen (15~~
six (6) months after the
~~holding~~
end of the ~~last preceding~~
~~annual general meeting or not more~~
~~than eighteen (18) months after the~~
~~date of adoption of these Articles,~~
Company’s financial year (unless a
longer period would not infringe the
~~rules~~
~~of~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange~~
Listing Rules, if any~~) at~~
~~such~~
~~time~~
~~and~~
~~place~~
~~as~~
~~may~~
~~be~~
~~determined by the Board.~~
~~)~~.		 To amend in
accordance with
Appendix 3 of the
Listing Rules
57 Each general meeting, other than an
annual
general
meeting,
shall
be
called
an
extraordinary
general
meeting. General meetings may be
held in any part of the world as may
be determined by the Board.		 57 Each general meeting, other than an
annual
general
meeting,
shall
be
called
an
extraordinary
general
meeting.
~~General~~
~~A~~ll
general
meetings
(including
an
annual
general
meeting,
any
adjourned
meeting or postponed meeting) may
be held
as a physical meeting in any
part of the world
and at one or more
locations as provided in Article 64A,
as
a
hybrid
meeting
or
as
an
electronic
meeting,
as
may
be
determined
by
the
Board
in
its
absolute discretion.		 To provide for
electronic and
hybrid general
meetings

– 18 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
58 The Board may whenever it thinks fit
call extraordinary general meetings.
Any one or more Members holding at
the date of deposit of the requisition
not less than one-tenth of the paid up
capital of the Company carrying the
right of voting at general meetings of
the Company shall at all times have
the right, by written requisition to the
Board
or
the
Secretary
of
the
Company,
to
require
an
extraordinary general meeting to be
called
by
the
Board
for
the
transaction of any business specified
in such requisition; and such meeting
shall be held within two (2) months
after the deposit of such requisition.
If within twenty-one (21) days of such
deposit the Board fails to proceed to
convene
such
meeting
the
requisitionist(s) himself (themselves)
may do so in the same 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.		 58 The Board may whenever it thinks fit
call extraordinary general meetings.
Any one or more Member
(s
) holding
at
the
date
of
deposit
of
the
requisition not less than one-tenth of
the paid up capital of the Company
carrying the right of voting at general
meetings of the Company shall at all
times
have
the
right,
by
written
requisition
to
the
Board
or
the
Secretary
of
the
Company,
to
require
an
extraordinary
general
meeting to be called by the Board
for the transaction of any business
or
resolution
specified
in
such
requisition; and such meeting shall
be held within two (2) months after
the deposit of such requisition. If
within twenty-one (21) days of such
deposit the Board fails to proceed to
convene
such
meeting
the
requisitionist(s) himself (themselves)
may
~~do~~
~~so~~
~~in~~
~~the~~
~~same~~
~~manner~~
convene a physical meeting
at only one location which will be
the Principal Meeting Place, and all
reasonable expenses incurred by the
requisitionist(s) as a result of the
failure
of
the
Board
shall
be
reimbursed to the requisitionist(s) by
the Company.		 To amend in
accordance with
Appendix 3 of the
Listing Rules and
make tidy up
amendments
59 59 (1) An annual general meeting must
be called by Notice of not less than
twenty-one (21) clear days and not
less than twenty (20) clear business
days.
All
other
general
meetings
(including an extraordinary general
meeting) must be called by Notice of
not less than fourteen (14) clear days
and
not
less
than
ten
(10)
clear
business days 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) …
(b) …		 59 (1) An annual general meeting must
be called by Notice of not less than
twenty-one (21) clear days ~~and not~~
~~less than twenty (20) clear business~~
~~days~~
.
All
other
general
meetings
(including an extraordinary general
meeting) must be called by Notice of
not less than fourteen (14) clear days
~~and~~
~~not~~
~~less~~
~~than~~
~~ten~~
~~(10)~~
~~clear~~
~~business days~~
but if permitted by the
~~rules~~
~~of~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange~~
Listing Rules, a general
meeting may be called by shorter
notice, subject to the ~~Law~~
Act, if it
is so agreed:
(a) …
(b) …		 To amend in
accordance with
Appendix 3 of the
Listing Rules and
to insert
arrangements
allowing for
hybrid/electronic
meeting

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(2) The notice shall specify the time
and
place
of
the
meeting
and
particulars
of
resolutions
to
be
considered
at
the
meeting
and
particulars
of
resolutions
to
be
considered at the meeting, 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.		 (2) The ~~notice~~
~~N~~otice shall specify
(a)
the time and
date of the meeting, (b)
save for an electronic meeting, the
place of the meeting and
if there is
more than one meeting location as
determined by the Board pursuant to
Article 64A, the principal place of the
meeting
(the
‘‘Principal
Meeting
Place’’), (c) if the general meeting is
to
be
a
hybrid
meeting
or
an
electronic meeting, the Notice shall
include a statement to that effect and
with details of the electronic facilities
for attendance and participation by
electronic means at the meeting or
where
such
details
will
be
made
available by the Company prior to
the meeting, and (d) particulars of
resolutions to be considered at the
meeting
~~and,~~
~~in~~
~~case~~
~~of~~
~~special~~
~~business, the general nature of the~~
~~business~~
.
The
~~notice~~
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~~
~~N~~otices 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.		 ~~ti~~
61(1)(d) appointment
of
Auditors
(where
special notice of the intention for
such appointment is not required by
the Law) and other officers;		 61(1)(d) appointment
of
Auditors
(where
special notice of the intention for
such appointment is not required by
the ~~Law~~
Act) and other officers;
and		 To amend in
accordance with
the Companies
Act
61(e) The fixing of the remuneration of the
Auditors,
and
the
voting
of
the
remuneration or extra remuneration
to the Directors;		 61(e) The fixing of the remuneration of the
Auditors,
and
the
voting
of
the
remuneration or extra remuneration
to the Directors~~;~~
~~.~~		 To make clerical
amendment
61(1)(f) 61(1)(f) the
granting
of
any
mandate
or
authority to the Directors to offer,
allot, grant options over or otherwise
dispose of the unissued shares in the
capital of the Company representing
not more than twenty per cent. (20%)
in nominal value of its existing issued
share capital; and		 [deletion] ~~the~~
~~granting~~
~~of~~
~~any~~
~~mandate~~
~~or~~
~~authority to the Directors to offer,~~
~~allot, grant options over or otherwise~~
~~dispose of the unissued shares in the~~
~~capital of the Company representing~~
~~not more than twenty per cent. (20%)~~
~~in nominal value of its existing issued~~
~~share capital; and~~		 To clarify and
streamline the
Article

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
61(1)(g) the
granting
of
any
mandate
or
authority
to
the
Directors
to
repurchase
securities
of
the
Company.		 [deletion] ~~the~~
~~granting~~
~~of~~
~~any~~
~~mandate~~
~~or~~
~~authority~~
~~to~~
~~the~~
~~Directors~~
~~to~~
~~repurchase~~
~~securities~~
~~of~~
~~the~~
~~Company.~~		 To clarify and
streamline the
Article
61(2) No
business
other
than
the
appointment
of
a
chairman
of
a
meeting shall be transacted at any
general meeting unless a quorum is
present at the commencement of the
business. Two (2) Members entitled
to vote and present in person or by
proxy or (in the case of a Member
being
a
corporation)
by
its
duly
authorised representative shall form
a quorum for all purposes.		 61(2) No
business
other
than
the
appointment
of
a
chairman
of
a
meeting shall be transacted at any
general meeting unless a quorum is
present at the commencement of the
business. Two (2) Members entitled
to vote and present in person or by
proxy or ~~(in the case of a Member~~
~~being a corporation) by its duly~~
, for
quorum
purposes
only,
two
(2)
persons appointed by the clearing
house
as
authorised
representative
or proxy shall form a quorum for all
purposes.		 To clarify the
quorum of
clearing house
62 62 If within thirty (30) minutes (or such
longer time not exceeding one hour as
the chairman of the meeting may
determine to wait) after the time
appointed for the meeting a quorum
is
not
present,
the
meeting,
if
convened
on
the
requisition
of
Members, shall be dissolved. In any
other case it shall stand adjourned to
the same day in the next week at the
same time and place or to such time
and
place
as
the
Board
may
determine.
If
at
such
adjourned
meeting
a
quorum
is
not
present
within half an hour from the time
appointed for holding the meeting,
the meeting shall be dissolved.		 62 If within thirty (30) minutes (or such
longer time not exceeding one hour as
the chairman of the meeting may
determine
to wait) after
the
time
appointed for the meeting a quorum
is
not
present,
the
meeting,
if
convened
on
the
requisition
of
Members, shall be dissolved. In any
other case it shall stand adjourned to
the same day in the next week at the
same
time
and
(where
applicable)
same place
(s) or to such time and
(where applicable) such place
(s) and
in such form and manner referred to
in Article 57 as the
chairman of the
meeting (or in default, the Board
)
may
absolutely determine. If at such
adjourned meeting a quorum is not
present within half an hour from the
time
appointed
for
holding
the
meeting,
the
meeting
shall
be
dissolved.		 To clarify the
arrangements in
respect of
adjourned
meetings

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 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.		 63 (1) The chairman of the Company
or
if there is more than one chairman,
any one of them as may be agreed
amongst themselves or failing such
agreement, any one of them elected
by all the Directors present shall
preside
as
chairman
at
~~every~~
a
general meeting. If at any meeting
~~the~~
~~n~~o chairman~~,~~
is~~not~~
present within
fifteen (15) minutes after the time
appointed for holding the meeting, or
is ~~not~~
willing to act as chairman
, the
deputy chairman of the Company or
if there is more than one deputy
chairman, any one of them as may
be
agreed
amongst
themselves
or
failing such agreement, any one of
them elected by all the Directors
present shall preside as chairman. If
no chairman or deputy chairman is
present
or
is
willing
to
act
as
chairman
of
the
meeting,
the
Directors present shall choose one of
their number to act, or if one Director
only is present he shall preside as
chairman if willing to act. If no
Director is present, or if each of the
Directors present declines to take the
chair, or if the chairman chosen shall
retire from the chair, the Members
present in person or ~~(in the case of a~~
~~Member being a corporation) by its~~
~~duly authorised representative or~~
by
proxy and entitled to vote shall elect
one of their number to be chairman
of the meeting.
(2)
If
the
chairman
of
a
general
meeting
is
participating
in
the
general meeting using an electronic
facility
or
facilities
and
becomes
unable to participate in the general
meeting using such electronic facility
or
facilities,
another
person
(determined
in
accordance
with
Article 63(1) above) shall preside as
chairman of the meeting unless and
until the original chairman of the
meeting is able to participate in the
general meeting using the electronic
facility or facilities.		 To provide for
flexibility in the
conduct of
general meetings
and clarify the
article

– 22 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
64 The chairman may, with the consent
of any meeting at which a quorum is
present (and shall if so directed by the
meeting), adjourn the meeting from
time to time and from place to place
as the meeting shall determine, but no
business shall be transacted at any
adjourned meeting other than the
business which might lawfully have
been transacted at the meeting had
the
adjournment
not
taken
place.
When a meeting is adjourned for
fourteen (14) days or more, at least
seven (7) clear days’ notice of the
adjourned
meeting
shall
be
given
specifying the time and place of the
adjourned meeting but it shall not be
necessary to specify in such notice the
nature
of
the
business
to
be
transacted at the adjourned meeting
and the general nature of the business
to be transacted. Save as aforesaid, it
shall be unnecessary to give notice of
an adjournment.		 64 Subject
to
Article
64C,
the~~The~~
chairman may, with the consent of
any meeting at which a quorum is
present (and shall if so directed by the
meeting), adjourn the meeting from
time to time
(or indefinitely) and
/or
from place to place
(s) and/or from
one
form
to
another
(a
physical
meeting,
a
hybrid
meeting
or
an
electronic meeting) as the meeting
shall
determine,
but
no
business
shall be transacted at any adjourned
meeting
other
than
the
business
which
might
lawfully
have
been
transacted at the meeting had the
adjournment not taken place. When
a meeting is adjourned for fourteen
(14) days or more, at least seven (7)
clear
days’~~notice~~
~~N~~otice
of
the
adjourned
meeting
shall
be
given
specifying the ~~time and place of the~~
~~adjourned meeting~~
~~d~~etails set out in
Article
59(2)
but
it
shall
not
be
necessary to specify in such ~~notice~~
Notice the nature of the business to
be
transacted
at
the
adjourned
meeting and the general nature of
the business to be transacted. Save as
aforesaid, it shall be unnecessary to
give~~notice~~
Notice of an adjournment.		 To clarify the
arrangements
relating to
adjournment of
meetings

– 23 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
N/A N/A 64A (1) The Board may, at its absolute
discretion,
arrange
for
persons
entitled to attend a general meeting
to do so by simultaneous attendance
and
participation
by
means
of
electronic facilities at such location
or locations (‘‘Meeting Location(s)’’)
determined
by
the
Board
at
its
absolute discretion. Any Member or
any proxyattendingandparticipating
in such way or any Member or proxy
attending
and
participating
in
an
electronic
meeting
or
a
hybrid
meeting
by
means
of
electronic
facilities is deemed to be present at
and shall be counted in thequorum of
the meeting.
(2) All general meetings are subject to
the following and, where appropriate,
all
references
to
a
‘‘Member’’
or
‘‘Members’’ in this sub-paragraph (2)
shall
include
a
proxy
or
proxies
respectively:
(a) where a Member is attending a
Meeting Location and/or in the case
of a hybrid meeting, the meeting shall
be treated as having commenced if it
has
commenced
at
the
Principal
Meeting Place;		 To provide for
electronic or
hybrid general
meetings at the
absolute
discretion of the
directors

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APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(b) Members present in person or by
proxy at a Meeting Location and/or
Members attending and participating
in an electronic meeting or a hybrid
meeting
by
means
of
electronic
facilities
shall
be
counted
in
the
quorum for and entitled to vote at
the meeting in question, and that
meeting
shall
be
duly
constituted
and its proceedings valid provided
that the chairman of the meeting is
satisfied
that
adequate
electronic
facilities
are
available
throughout
the meeting to ensure that Members
at
all
Meeting
Locations
and
Members
participating
in
an
electronic
meeting
or
a
hybrid
meeting
by
means
of
electronic
facilities are able to participate in
the business for which the meeting
has been convened;
(c) where Members attend a meeting
by
being
present
at
one
of
the
Meeting
Locations
and/or
where
Members
participating
in
an
electronic
meeting
or
a
hybrid
meeting
by
means
of
electronic
facilities, a failure (for any reason)
of
the
electronic
facilities
or
communication
equipment,
or
any
other failure in the arrangements for
enabling those in a Meeting Location
other
than
the
Principal
Meeting
Place to participate in the business
for
which
the
meeting
has
been
convened
or
in
the
case
of
an
electronic
meeting
or
a
hybrid
meeting, the inability of one or more
Members or proxies to access, or
continue
to
access,
the
electronic
facilities despite adequate electronic
facilities having been made available
by the Company, shall not affect the
validity
of
the
meeting
or
the
resolutions passed, or any business
conducted there or any action taken
pursuant to such business provided
that
there
is
a
quorum
present
throughout the meeting.

– 25 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(d) if any of the Meeting Locations is
not in the same jurisdiction as the
Principal Meeting Place and/or in the
case
of
a
hybrid
meeting,
the
provisions
of
these
Articles
concerning the service and giving of
Notice for the meeting, and the time
for lodging proxies, shall apply by
reference to the Principal Meeting
Place;
and
in
the
case
of
an
electronic
meeting,
the
time
for
lodging proxies shall be as stated in
the Notice for the meeting.
N/A N/A 64B The
Board
and,
at
any
general
meeting,
the
chairman
of
the
meeting
may
from
time
to
time
make
arrangements
for
managing
attendance and/or participation and/
or voting at the Principal Meeting
Place, any Meeting Location(s) and/
or
participation
in
an
electronic
meeting
or
a
hybrid
meeting
by
means
of
electronic
facilities
(whether
involving
the
issue
of
tickets
or
some
other
means
of
identification,
passcode,
seat
reservation,
electronic
voting
or
otherwise) as it shall in its absolute
discretion consider appropriate, and
may from time to time change any
such arrangements, provided that a
Member
who,
pursuant
to
such
arrangements,
is
not
entitled
to
attend, in person or by proxy, at
any
Meeting
Location
shall
be
entitled so to attend at one of the
other Meeting Locations; and the
entitlement of any Member so to
attend
the
meeting
or
adjourned
meeting
or
postponed
meeting
at
such Meeting Location or Meeting
Locations shall be subject to anysuch
arrangement as may be for the time
being in force and by the Notice of
meeting
or
adjourned
meeting
or
postponed meeting stated to apply
to the meeting.		 To provide for
directors’
discretion to
arrange electronic
or hybrid general
meetings

– 26 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
N/A N/A 64C If it appears to the chairman of the
general meeting that:
(a)
the
electronic
facilities
at
the
Principal Meeting Place or at such
other Meeting Location(s) at which
the meeting may be attended have
become inadequate for the purposes
referred to in Article 64A(1) or are
otherwise not sufficient to allow the
meeting to be conducted substantially
in accordance with the provisions set
out in the Notice of the meeting; or
(b)
in
the
case
of
an
electronic
meeting
or
a
hybrid
meeting,
electronic
facilities
being
made
available
by
the
Company
have
become inadequate; or
(c) it is not possible to ascertain the
view of those present or to give all
persons entitled to do so a reasonable
opportunity to communicate and/or
vote at the meeting; or
(d) there is violence or the threat of
violence, unruly behaviour or other
disruption occurring at the meeting
or it is not possible to secure the
proper and orderly conduct of the
meeting;
then, without prejudice to any other
power which the chairman of the
meeting
may
have
under
these
Articles
or
at
common
law,
the
chairman may, at his/her absolute
discretion, without the consent of
the meeting, and before or after the
meeting has started and irrespective
of
whether
a
quorum
is
present,
interrupt
or
adjourn
the
meeting
(including
adjournment
for
indefinite
period).
All
business
conducted at the meeting up to the
time of such adjournment shall be
valid.		 To provide for
orderly conduct
of electronic or
hybrid meetings

– 27 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
N/A N/A 64D The
Board
and,
at
any
general
meeting,
the
chairman
of
the
meeting may make any arrangement
and
impose
any
requirement
or
restriction
the
Board
or
the
chairman of the meeting, as the case
may
be,
considers
appropriate
to
ensure
the
security
and
orderly
conduct
of
a
meeting
(including,
without limitation, requirements for
evidence of identity to be produced
by those attending the meeting, the
searching of their personal property
and the restriction of items that may
be
taken
into
the
meeting
place,
determining
the
number
and
frequency of and the time allowed
for questions that may be raised at a
meeting). Members shall also comply
with all requirements or restrictions
imposed by the owner of the premises
at which the meeting is held. Any
decision made under this Article shall
be final and conclusive and a person
who refuses to comply with any such
arrangements,
requirements
or
restrictions may be refused entry to
the meeting or ejected (physically or
electronically) from the meeting.		 To provide for
orderly conduct
of electronic or
hybrid meetings

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APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
N/A N/A 64E If, after the sending of Notice of a
general
meeting
but
before
the
meeting
is
held,
or
after
the
adjournment of a meeting but before
the
adjourned
meeting
is
held
(whether
or
not
Notice
of
the
adjourned meeting is required), the
Directors,
in
their
absolute
discretion,
consider
that
it
is
inappropriate,
impracticable,
unreasonable or undesirable for any
reason to hold the general meeting on
the date or at the time or place or by
means of electronic facilities specified
in the Notice callingthe meeting,they
may change or postpone the meeting
to another date, time and/or place
and/or change the electronic facilities
and/or
change
the
form
of
the
meeting
(a
physical
meeting,
an
electronic
meeting
or
a
hybrid
meeting) without approval from the
Members. Without prejudice to the
generality
of
the
foregoing,
the
Directors shall have the power to
provide in every Notice calling a
general meeting the circumstances in
which a postponement of the relevant
general
meeting
may
occur
automatically without further notice,
including without limitation where a
number 8 or higher typhoon signal,
black
rainstorm
warning
or
other
similar event is in force at any time
on
the
day
of
the
meeting.
This
Article
shall
be
subject
to
the
following:
(a) when a meeting is so postponed,
the Company shall endeavour to post
a Notice of suchpostponement on the
Company’s
website
as
soon
as
practicable (provided that failure to
post such a Notice shall not affect the
automatic
postponement
of
a
meeting);		 To provide for
directors’
discretion to
postpone general
meetings

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APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(b) when onlythe form of the meeting
or electronic facilities specified in the
Notice are changed, the Board shall
notify the Members of details of such
change in such manner as the Board
may determine;
(c) when a meeting is postponed or
changed
in
accordance
with
this
Article,
subject
to
and
without
prejudice
to
Article
64,
unless
already
specified
in
the
original
Notice of the meeting, the Board
shall fix the date, time, place (if
applicable) and electronic facilities
(if applicable) for the postponed or
changed meeting and shall notify the
Members
of
such
details
in
such
manner as the Board may determine;
further all proxy forms shall be valid
(unless revoked or replaced by a new
proxy) if they are received as required
by these Articles not less than 48
hours
before
the
time
of
the
postponed meeting; and
(d)
Notice
of
the
business
to
be
transacted
at
the
postponed
or
changed
meeting
shall
not
be
required,
nor
shall
any
accompanying
documents
be
required to be recirculated, provided
that the business to be transacted at
the postponed or changed meeting is
the same as that set out in the original
Notice of general meeting circulated
to the Members.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
N/A N/A 64F All persons seeking to attend and
participate in an electronic meetingor
a hybrid meeting shall be responsible
for maintaining adequate facilities to
enable them to do so. Subject to
Article
64C,
any
inability
of
a
person
or
persons
to
attend
or
participate in a general meeting by
way of electronic facilities shall not
invalidate the proceedings of and/or
resolutions passed at that meeting.		 To provide for
maintenance of
electronic or
hybrid meeting
facilities
N/A N/A 64G Without prejudice to other provisions
in Article 64, a physical meeting may
also
be
held
by
means
of
such
telephone,
electronic
or
other
communication
facilities
as
permit
all
persons
participating
in
the
meeting to communicate with each
other
simultaneously
and
instantaneously, and participation in
such
a
meeting
shall
constitute
presence in person at such meeting.		 To provide for
manner of
physical meeting

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 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
poll
every
Member
present
in
person
or
by
proxy or, in the case of a Member
being
a
corporation,
by
its
duly
authorised representative shall have
one vote for every fully paid share of
which he is the holder but so that no
amount paid up or credited as paid
up on a share in advance of calls or
instalments
is
treated
for
the
foregoing purposes as paid up on
the share. A resolution put to the
vote of a meeting shall be decided by
way of a poll save that the chairman
of the meeting may in good faith,
allow
a
resolution
which
relates
purely
to
a
procedural
or
administrative matter to be voted on
by a show of hands in which case
every Member present in person (or
being a corporation, is present by a
duly authorized representative), or by
proxy(ies)
shall
have
one
vote
provided that where more than one
proxy is appointed by a Member
which is a clearing house (or its
nominee(s)), each such proxy shall
have one vote on a show of hands.
For
purposes
of
this
Article,
procedural
and
administrative
matters are those that (i) are not on
the agenda of the general meeting or
in any supplementary circular that
may be issued by the Company to its
Members;
and
(ii)
relate
to
the
chairman’s duties to maintain the
orderly conduct of the meeting and/
or allow the business of the meeting
to be properly and effectively dealt
with, whilst allowing all Members a
reasonable
opportunity
to
express
their views.		 66 (1) Subject to any special rights or
restrictions as to voting for the time
being attached to any shares by or in
accordance with these Articles, at any
general
meeting
on
a
poll
every
Member
present
in
person
or
by
proxy ~~or, in the case of a Member~~
~~being~~
~~a~~
~~corporation,~~
~~by~~
~~its~~
~~duly~~
~~authorised representative~~
shall have
one vote for every fully paid share of
which he is the holder but so that no
amount paid up or credited as paid
up on a share in advance of calls or
instalments
is
treated
for
the
foregoing purposes as paid up on
the share. A resolution put to the
vote of a meeting shall be decided by
way of a poll save that
in the case of a
physical meeting, the chairman of the
meeting may in good faith, allow a
resolution which relates purely to a
procedural or administrative matter
to be voted on by a show of hands in
which case every Member present in
person ~~(or being a corporation, is~~
~~present~~
~~by~~
~~a~~
~~duly~~
~~authorized~~
~~representative),~~
or
by
proxy(ies)
shall have one vote provided that
where
more
than
one
proxy
is
appointed by a Member which is a
clearing house (or its nominee(s)),
each such proxy shall have one vote
on a show of hands. For purposes of
this
Article,
procedural
and
administrative matters are those that
(i) are not on the agenda of the
general
meeting
or
in
any
supplementary circular that may be
issued
by
the
Company
to
its
Members;
and
(ii)
relate
to
the
chairman’s duties to maintain the
orderly conduct of the meeting and/
or allow the business of the meeting
to be properly and effectively dealt
with, whilst allowing all Members a
reasonable
opportunity
to
express
their
views.
Votes
(whether
on
a
show of hands or by way of poll)
may be cast by such means, electronic
or otherwise, as the Directors or the
chairman
of
the
meeting
may
determine.		 To allow vote by a
show of hands on
procedural or
administrative
matters and to
clarify the voting
arrangements by
show of hands or
by poll

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(2) Where a show of hands is allowed,
before or on the declaration of the
result of the show of hands, a poll
may be demanded:
(a) by at least three Members present
in person or in the case of a Member
being
a
corporation
by
its
duly
authorised
representative
or
by
proxy for the time being entitled to
vote at the meeting; or
(b) by a Member or Members present
in person or in the case of a Member
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 Members having the right to vote
at the meeting; or
(c) by a Member or Members present
in person or in the case of a Member
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 a
Member or in the case of a Member
being
a
corporation
by
its
duly
authorised
representative
shall
be
deemed to be the same as a demand
by the Member.		 (2) ~~Where~~
~~I~~n the case of a physical
meeting where a show of hands is
allowed, before or on the declaration
of the result of the show of hands, a
poll may be demanded:
(a) by at least three Members present
in person or ~~in the case of a Member~~
~~being~~
~~a~~
~~corporation~~
~~by~~
~~its~~
~~duly~~
~~authorised~~
~~representative~~
~~or~~
by
proxy for the time being entitled to
vote at the meeting; or
(b) by a Member or Members present
in person ~~or in the case of a Member~~
~~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 Members having the right to vote
at the meeting; or
(c) by a Member or Members present
in person ~~or in the case of a Member~~
~~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 a
Member ~~or in the case of a Member~~
~~being~~
~~a~~
~~corporation~~
~~by~~
~~its~~
~~duly~~
~~authorised~~
~~representative~~
shall
be
deemed to be the same as a demand
by the Member.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
72 72 (1) A Member who is a patient for
any purpose relating to mental health
or in respect of whom an order has
been
made
by
any
court
having
jurisdiction
for
the
protection
or
management
of
the
affairs
of
persons incapable of managing their
own affairs may vote, by his receiver,
committee, curator bonis or other
person in the nature of a receiver,
committee or curator bonis appointed
by such court, and such receiver,
committee, curator bonis or other
person may vote by proxy, and may
otherwise act and be treated as if he
were the registered holder of such
shares for the purposes of general
meetings, provided that such evidence
as the Board may require of the
authority of the person claiming to
vote shall have been deposited at the
Office, head office or Registration
Office, as appropriate, not less than
forty- eight (48) hours before the time
appointed for holding the meeting, or
adjourned meeting, as the case may
be.
(2) Any person entitled under Article
53 to be registered as the holder of
any shares may vote at any general
meeting in respect thereof in the same
manner as if he were the registered
holder of such shares, provided that
forty- eight (48) hours at least before
the time of the holding of the meeting
or adjourned meeting, as the case
may be, at which he proposes to vote,
he shall satisfy the Board of his
entitlement to such shares, or the
Board
shall
have
previously
admitted his right to vote at such
meeting in respect thereof.		 72 (1) A Member who is a patient for
any purpose relating to mental health
or in respect of whom an order has
been
made
by
any
court
having
jurisdiction
for
the
protection
or
management
of
the
affairs
of
persons incapable of managing their
own affairs may vote, by his receiver,
committee, curator bonis or other
person in the nature of a receiver,
committee or curator bonis appointed
by such court, and such receiver,
committee, curator bonis or other
person may vote by proxy, and may
otherwise act and be treated as if he
were the registered holder of such
shares for the purposes of general
meetings, provided that such evidence
as the Board may require of the
authority of the person claiming to
vote shall have been deposited at the
Office, head office or Registration
Office, as appropriate, not less than
forty-eight (48) hours before the time
appointed for holding the meeting, or
adjourned
meeting,
or
postponed
meeting, as the case may be.
(2) Any person entitled under Article
53 to be registered as the holder of
any shares may vote at any general
meeting in respect thereof in the same
manner as if he were the registered
holder of such shares, provided that
forty-eight (48) hours at least before
the time of the holding of the meeting
or adjourned
meeting or postponed
meeting, as the case may be, at which
he proposes to vote, he shall satisfy
the Board of his entitlement to such
shares,
or
the
Board
shall
have
previously admitted his right to vote
at such meeting in respect thereof.		 To clarify
provisions
regarding voting

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
73 73 (1) …
(2)
Where
the
Company
has
knowledge
that
any
Member
is,
under the rules of the Designated
Stock Exchange, required to abstain
from
voting
on
any
particular
resolution
of
the
Company
or
restricted to voting only for or only
against any particular resolution of
the Company, any votes cast by or on
behalf
of
such
Member
in
contravention of such requirement
or restriction shall not be counted.		 73 (1) …
(2)
All members shall have the right
to (a) speak at a general meeting; and
(b) vote at a general meeting except
where a Member is required, by the
Listing Rules, to abstain from voting
to
approve
the
matter
under
consideration.
(3)
Where
the
Company
has
knowledge
that
any
Member
is,
under the rules of the ~~Designated~~
~~Stock~~
~~Exchange~~
~~L~~isting
Rules,
required to abstain from voting on
any
particular
resolution
of
the
Company
or
restricted
to
voting
only
for
or
only
against
any
particular
resolution
of
the
Company, any votes cast by or on
behalf
of
such
Member
in
contravention of such requirement
or restriction shall not be counted.		 To amend in
accordance with
Appendix 3 of the
Listing Rules

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
74 74 If:
(a) any objection shall be raised to the
qualification of any voter; or
(b)
any
votes
have
been
counted
which
ought
not
to
have
been
counted or which might have been
rejected; or
(c) any votes are not counted which
ought to have been counted;
the objection or error shall not vitiate
the
decision
of
the
meeting
or
adjourned meeting on any resolution
unless the same is raised or pointed
out at the meeting or, as the case may
be, the adjourned meeting at which
the
vote
objected
to
is
given
or
tendered
or
at
which
the
error
occurs. Any objection or error shall
be referred to the chairman of the
meeting and shall only vitiate the
decision
of
the
meeting
on
any
resolution if the chairman decides
that the same may have affected the
decision of the meeting. The decision
of the chairman on such matters shall
be final and conclusive.		 74 If:
(a) any objection shall be raised to the
qualification of any voter; or
(b)
any
votes
have
been
counted
which
ought
not
to
have
been
counted or which might have been
rejected; or
(c) any votes are not counted which
ought to have been counted;
the objection or error shall not vitiate
the
decision
of
the
meeting
or
adjourned
meeting
or
postponed
meeting on any resolution unless the
same is raised or pointed out at the
meeting or, as the case may be, the
adjourned
meeting
or
postponed
meeting at which the vote objected
to is given or tendered or at which the
error occurs. Any objection or error
shall be referred to the chairman of
the meeting and shall only vitiate the
decision
of
the
meeting
on
any
resolution if the chairman decides
that the same may have affected the
decision of the meeting. The decision
of the chairman on such matters shall
be final and conclusive.		 To provide for
postponement of
meetings

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
77 77 (1) The Company may, at its absolute
discretion,
provide
an
electronic
address
for
the
receipt
of
any
document or information relating to
proxies
for
a
general
meeting
(including any instrument of proxy
or invitation to appoint a proxy, any
document
necessary
to
show
the
validity of, or otherwise relating to,
an appointment of proxy (whether or
not required under these Articles)and
notice of termination of the authority
of a proxy). If such an electronic
address is provided, the Company
shall be deemed to have agreed that
any such document or information
(relating to proxies as aforesaid) may
be sent by electronic means to that
address, subject as hereafter provided
and subject to any other limitations
or
conditions
specified
by
the
Company
when
providing
the
address.
Without
limitation,
the
Company may from time to time
determine that any such electronic
address may be used generally for
such
matters
or
specifically
for
particular meetings or purposes and,
if
so,
the
Company
may
provide
different
electronic
addresses
for
different
purposes.
The
Company
may also impose any conditions on
the transmission of and its receipt of
such
electronic
communications
including,
for
the
avoidance
of
doubt,
imposing
any
security
or
encryption arrangements as may be
specified by the Company. If any
document or information required to
be sent to the Company under this
Article is sent to the Company by
electronic means, such document or
information is not treated as validly
delivered to or deposited with the
Company if the same is not received
by the Company at its designated
electronic
address
provided
in
accordance with this Article or if no
electronic address is so designated by
the Company for the receipt of such
document or information.		 To provide for use
of technology in
providing general
meeting
documents and
clarify the article

– 37 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
The instrument appointing a proxy
and (if required by the Board) the
power of attorney or other authority
(if any) under which it is signed, or a
certified
copy
of
such
power
or
authority, shall be delivered to such
place or one of such places (if any) as
may be specified for that purpose in
or by way of note to or in any
document accompanying the notice
convening the meeting (or, if no place
is so specified at the Registration
Office
or
the
Office,
as
may
be
appropriate)
not
less
than
forty-
eight
(48)
hours
before
the
time
appointed for holding the meeting or
adjourned
meeting
at
which
the
person
named
in
the
instrument
proposes
to
vote.
No
instrument
appointing a proxy shall be valid
after the expiration of twelve (12)
months from the date named in it as
the date of its execution, except at an
adjourned meeting in cases where the
meeting was originally held within
twelve (12) months from such date.
Delivery of an instrument appointing
a proxy shall not preclude a Member
from attending and voting in person
at the meeting convened and in such
event, the instrument appointing a
proxy shall be deemed to be revoked.		 (2)
The
instrument
appointing
a
proxy and (if required by the Board)
the
power
of
attorney
or
other
authority (if any) under which it is
signed, or a certified copy of such
power or authority, shall be delivered
to such place or one of such places (if
any) as may be specified for that
purpose in or by way of note to or in
any
document
accompanying
the
~~notice~~
Notice convening the meeting
(or, if no place is so specified at the
Registration Office or the Office, as
may
be
appropriate),
or
if
the
Company has provided an electronic
address
in
accordance
with
the
preceding
paragraph,
shall
be
received
at
the
electronic
address
specified, not less than forty-eight
(48) hours before the time appointed
for holding the meeting or adjourned
meeting
or
postponed
meeting
at
which
the
person
named
in
the
instrument
proposes
to
vote.
No
instrument appointing a proxy shall
be valid after the expiration of twelve
(12) months from the date named in it
as the date of its execution, except at
an adjourned meeting
or postponed
meeting in cases where the meeting
was originally held within twelve (12)
months from such date. Delivery of
an instrument appointing a proxy
shall not preclude a Member from
attending and voting ~~in person~~
at the
meeting convened and in such event,
the instrument appointing a proxy
shall be deemed to be revoked.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
78 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
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.		 78 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~~
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
vote
on
any
amendment
of
a
resolution put to the meeting for
which it is given as the proxy thinks
fit. The instrument of proxy shall,
unless the contrary is stated therein,
be valid as well for any adjournment
or postponement of the meeting as
for the meeting to which it relates.
The
Board
may
decide,
either
generally or in any particular case,
to treat a proxy appointment as valid
notwithstanding
that
the
appointment
or
any
of
the
information
required
under
these
Articles
has not been received in
accordance with the requirements of
these Articles. Subject to aforesaid, if
theproxyappointment and anyof the
information
required
under
these
Articles
is
not
received
in
the
manner set out in these Articles, the
appointee shall not be entitled to vote
in respect of the shares in question.		 To clarify the
article and allow
for flexibility in
proxy
appointment
79 79 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,
at
which
the
instrument of proxy is used.		 79 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~~
Notice
convening
the
meeting
or
other
document
sent
therewith)
two
(2)
hours
at
least
before
the
commencement
of
the
meeting
or
adjourned
meeting
or
postponed
meeting,
at
which
the
instrument of proxy is used.		 To clarify the
article

– 39 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
83(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
appointed by the Board to fill a
casual vacancy shall hold office until
the first general meeting of Members
after his appointment and be subject
to re-election at such meeting and any
Director appointed by the Board as
an addition to the existing Board
shall hold office only until the next
following annual general meeting of
the
Company
and
shall
then
be
eligible for re-election.		 83(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
person
appointed by the Directors to fill a
casual vacancy on or as an addition
to the Board shall hold office only
until the first annual general meeting
of the Company after appointment
and be subject to re-election at such
meeting.~~Any Director appointed by~~
~~the Board to fill a casual vacancy~~
~~shall hold office until the first general~~
~~meeting~~
~~of~~
~~Members~~
~~after~~
~~his~~
~~appointment~~
~~and~~
~~be~~
~~subject~~
~~to~~
~~re-election at such meeting and any~~
~~Director appointed by the Board as~~
~~an addition to the existing Board~~
~~shall hold office only until the next~~
~~following annual general meeting of~~
~~the~~
~~Company~~
~~and~~
~~shall~~
~~then~~
~~be~~
~~eligible for re-election.~~		 To amend in
accordance with
Appendix 3 to the
Listing Rules
83(6) 83(6) A vacancy on the Board created by
the removal of a Director under the
provisions of subparagraph (5) above
may
be
filled
by
the
election
or
appointment by ordinary resolution
the Members at the meeting at which
such Director is removed.		 83(6) A vacancy on the Board created by
the removal of a Director under the
provisions of subparagraph (5) above
may
be
filled
by
the
election
or
appointment by ordinary resolution
of the Members at the meeting at
which such Director is removed.		 To make a clerical
amendment

– 40 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
100(1) 100(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 close associate(s)
or obligations incurred or undertaken
by him or any of his 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
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;		 100(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
of
any
security
or
indemnity either: -
(a) to ~~such~~
the Director or his close
associate(s) ~~any security or indemnity~~
in respect of money lent ~~by him or~~
~~any~~
~~of~~
~~his~~
~~close~~
~~associate(s)~~
or
obligations incurred or undertaken
by
him
or
any
of
~~his~~
~~close~~
~~associate(s)~~
them at the request of or
for the benefit of the Company or any
of its subsidiaries
; or
(b)~~(ii) any contract or arrangement~~
~~for the giving of any security or~~
~~indemnity~~
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
associate(s)
has
himself/themselves
assumed responsibility in whole or
in part
and whether alone or jointly
under a guarantee or indemnity or by
the giving of security;		 To clarify the
scope to close
associates and
amend according
to the Listing
Rules

– 41 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(iii)
any
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 associate(s) is/are or
is/are to be interested as a participant
in
the
underwriting
or
sub-underwriting of the offer;		 (ii

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APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(iv) any contract or arrangement in
which
the
Director
or
his
close
associate(s) is/are interested in the
same manner as other holders of
shares
or
debentures
or
other
securities of the Company by virtue
only of his/their interest in shares or
debentures or other securities of the
Company; or
(v)
any
proposal
or
arrangement
concerning
the
adoption,
modification or operation of a share
operation scheme, a pension fund or
retirement,
death
or
disability
benefits
scheme
or
other
arrangement which relates both to
directors or his close associate(s) and
to employees of the Company or of
any of its subsidiaries and does not
provide in respect of any Director, or
his close associate(s), as such any
privilege or advantage not accorded
generally to the class of persons to
which such scheme or fund relates		 (iv) any contract or arrangement in
which
the
Director
or
his
close
associate(s) is/are interested in the
same manner as other holders of
shares
or
debentures
or
other
securities of the Company by virtue
only of his/their interest in shares or
debentures or other securities of the
Company~~; or~~
.
~~(v)~~
~~any~~
~~proposal~~
~~or~~
~~arrangement~~
~~concerning~~
~~the~~
~~adoption,~~
~~modification or operation of a share~~
~~operation scheme, a pension fund or~~
~~retirement,~~
~~death~~
~~or~~
~~disability~~
~~benefits~~
~~scheme~~
~~or~~
~~other~~
~~arrangement which relates both to~~
~~directors or his close associate(s) and~~
~~to employees of the Company or of~~
~~any of its subsidiaries and does not~~
~~provide in respect of any Director, or~~
~~his close associate(s), as such any~~
~~privilege or advantage not accorded~~
~~generally to the class of persons to~~
~~which such scheme or fund relates~~
~~generay o e ca~~
~~hihhh~~
~~wc suc sceme ~~
111 The Board may meet for the despatch
of business, adjourn and otherwise
regulate its meetings as it considers
appropriate. Questions arising at any
meeting shall be determined by a
majority of votes. In the case of any
equality of votes the chairman of the
meeting shall have an additional or
casting vote.		 111 The Board may meet for the despatch
of business, adjourn
or postpone and
otherwise regulate its meetings as it
considers
appropriate.
Questions
arising
at
any
meeting
shall
be
determined by a majority of votes.
In the case of any equality of votes
the chairman of the meeting shall
have an additional or casting vote.		 To provide for
postponement of
meetings

– 43 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
112 A
meeting
of
the
Board
may be
convened
by
the
Secretary
on
request
of
a
Director
or
by
any
Director.
The
Secretary
shall
convene
a
meeting
of
the
Board.
Notice of a meeting of the Board
shall be deemed to be duly given to a
Director if it is given to such Director
in writing or verbally (including in
person
or
by
telephone)
or
via
electronic mail or by telephone or in
such other manner as the Board may
from
time
to
time
determine
whenever he shall be required so to
do by any Director.		 112 A
meeting
of the
Board may
be
convened
by
the
Secretary
on
request
of
a
Director
or
by
any
Director.
The
Secretary
shall
convene
a
meeting
of
the
Board
whenever he shall be required so to
do by any Director. Notice of a
meeting
of
the
Board
shall
be
deemed
to
be
duly
given
to
a
Director
if
it
is
given
to
such
Director
in
writing
or
verbally
(including
in
person
or
by
telephone) or ~~via~~
~~b~~y electronic ~~mail~~
means to an electronic address from
time to time notified to the Company
by such Director or (if the recipient
consents to it beingmade available on
a website) by making it available on a
website or by telephone or in such
other manner as the Board may from
time to time determine ~~whenever he~~
~~shall be required so to do~~
~~by any~~
~~Director~~
.		 To provide for
means by which
notice of a
meeting is deemed
given
113(2) Directors
may
participate
in
any
meeting of the Board by means of a
conference
telephone
or
other
communications equipment through
which all persons participating in the
meeting can communicate with each
other
simultaneously
and
instantaneously and, for the purpose
of
counting
a
quorum,
such
participation
shall
constitute
presence at a meeting as if those
participating were present in person.		 113(2) Directors
may
participate
in
any
meeting of the Board by means of a
conference telephone
, electronic or
other
communications
equipment
through
which
all
persons
participating
in
the
meeting
can
communicate
with
each
other
simultaneously and instantaneously
and, for the purpose of counting a
quorum,
such
participation
shall
constitute presence at a meeting as if
those participating were present in
person.		 To provide for
electronic
communications
in directors’
meetings
115 The Board may elect a chairman and
one or more deputy chairman of its
meetings and determine the period for
which they are respectively to hold
such office. If no chairman or deputy
chairman is elected, or if at any
meeting
neither
the
chairman
nor
any
deputy
chairman
is
present
within five (5) minutes after the time
appointed for holding the same, the
Directors present may choose one of
their number to be chairman of the
meeting.		 115 The Board may elect ~~a~~
one or more
chairman and one or more deputy
chairman
of
its
meetings
and
determine the period for which they
are respectively to hold such office. If
no chairman or deputy chairman is
elected, or if at any meeting ~~neither~~
~~the~~
no chairman ~~nor any~~
or deputy
chairman is present within five (5)
minutes after the time appointed for
holding
the
same,
the
Directors
present
may
choose
one
of
their
number
to
be
chairman
of
the
meeting.		 To clarify the
article and
provide for
flexibility to the
extent permissible
by laws and
regulations

– 44 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
119 119 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.		 119 A resolution in writing signed by all
the
Directors
except
such
as
are
temporarily unable to act through
ill-health or disability, and all the
alternate Directors, if appropriate,
whose
appointors
are
temporarily
unable
to
act
as
aforesaid
shall
(provided
that
such
number
is
sufficient
to
constitute
a
quorum
and further provided that a copy of
such resolution has been given or the
contents thereof communicated to all
the
Directors
for
the
time
being
entitled to receive notices of Board
meetings
in
the
same
manner
as
notices of meetings are required to
be given by these Articles) be as valid
and effectual as if a resolution had
been passed at a meeting of the Board
duly
convened
and
held.
A
notification
of
consent
to
such
resolution given by a Director in
writing to the Board by any means
(including
by
means
of
electronic
communication) shall be deemed to
be
his/her
signature
to
such
resolution in writing for the purpose
of this Article. 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.		 To provide for
electronic
communications
in passing
resolutions

– 45 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
124 (1) The officers of the Company shall
consist of a chairman, the Directors
and Secretary and such additional
officers (who may or may not be
Directors) as the Board may from
time to time determine, all of whom
shall be deemed to be officers for the
purposes
of
the
Law
and
these
Articles.
(2) The Directors shall, as soon as
may be after each appointment or
election of Directors, elect amongst
the Directors a chairman and if more
than one (1) Director is proposed for
this office, the election to such office
shall take place in such manner as the
Directors may determine.		 124 (1) The officers of the Company shall
consist of ~~a~~
~~a~~t least one chairman, the
Directors
and
Secretary
and
such
additional officers (who may or may
not be Directors) as the Board may
from time to time determine, all of
whom shall be deemed to be officers
for the purposes of the ~~Law~~
~~A~~ct and
these Articles.
(2) The Directors shall, as soon as
may be after each appointment or
election of Directors, elect amongst
the Directors a chairman and if more
than one (1) Director is proposed for
this office, the ~~election to such office~~
~~shall take place~~
Directors may elect
more
than
one
chairman
in
such
manner
as
the
Directors
may
determine.		 To allow the
Company to have
more than one
chairman
132(b) 132(b) any
dividend
mandate
or
any
variation or cancellation thereof or
any notification of change of name or
address at any time after the expiry of
two (2) years from the date such
mandate
variation
cancellation
or
notification
was
recorded
by
the
Company;		 132(b) any
dividend
mandate
or
any
variation or cancellation thereof or
any notification of change of name or
address at any time after the expiry of
two (2) years from the date such
mandate
, variation
, cancellation or
notification
was
recorded
by
the
Company;		 To make clerical
amendments

– 46 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
144 144 The
Company
may,
upon
the
recommendation
of
the
Board,
at
any time and from time to time pass
an ordinary resolution to the effect
that it is desirable to capitalise all or
any part of any amount for the time
being standing to the credit of any
reserve or fund (including a share
premium
account
and
capital
redemption reserve and the profit
and loss account) whether or not the
same is available for distribution and
accordingly that such amount be set
free
for
distribution
among
the
Members or any class of Members
who would be entitled thereto if it
were distributed by way of dividend
and in the same proportions, on the
footing that the same is not paid in
cash
but
is
applied
either
in
or
towards paying up the amounts for
the time being unpaid on any shares
in
the
Company
held
by
such
Members respectively or in paying
up in full unissued shares, debentures
or other obligations of the Company,
to be allotted and distributed credited
as
fully
paid
up
among
such
Members, or partly in one way and
partly in the other, and the Board
shall give effect to such resolution
provided that, for the purposes of this
Article, a share premium account and
any capital redemption reserve or
fund representing unrealised profits,
may be applied only in paying up in
full unissued shares of the Company
to
be
allotted
to
such
Members
credited as fully paid.		 144 (1) The Company may, upon the
recommendation
of
the
Board,
at
any time and from time to time pass
an ordinary resolution to the effect
that it is desirable to capitalise all or
any part of any amount for the time
being standing to the credit of any
reserve or fund (including a share
premium
account
and
capital
redemption reserve and the profit
and loss account) whether or not the
same is available for distribution and
accordingly that such amount be set
free
for
distribution
among
the
Members or any class of Members
who would be entitled thereto if it
were distributed by way of dividend
and in the same proportions, on the
footing that the same is not paid in
cash
but
is
applied
either
in
or
towards paying up the amounts for
the time being unpaid on any shares
in
the
Company
held
by
such
Members respectively or in paying
up in full unissued shares, debentures
or other obligations of the Company,
to be allotted and distributed credited
as
fully
paid
up
among
such
Members, or partly in one way and
partly in the other, and the Board
shall give effect to such resolution
provided that, for the purposes of this
Article, a share premium account and
any capital redemption reserve or
fund representing unrealised profits,
may be applied only in paying up in
full unissued shares of the Company
to
be
allotted
to
such
Members
credited as fully paid.		 To further
elaborate on
capitalization of
reserves and to
offer flexibility to
the extent
permissible by
laws and
regulations

– 47 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(2) Notwithstanding any provisions
in
these
Articles,
the
Board
may
resolve to capitalise all or any part
of any amount for the time being
standing to the credit of any reserve
or fund (including a share premium
account
and
the
profit
and
loss
account) whether or not the same is
available for distribution by applying
such
sum
in
paying
up
unissued
shares to be allotted to (i) employees
(including directors) of the Company
and/or
its
affiliates
(meaning
any
individual, corporation, partnership,
association,
joint-stock
company,
trust, unincorporated association or
other
entity
(other
than
the
Company) that directly, or indirectly
through one or more intermediaries,
controls, is controlled by or is under
common control with, the Company)
upon
exercise
or
vesting
of
any
options or awards granted under any
share incentive scheme or employee
benefit scheme or other arrangement
which relates to such persons that has
been adopted or approved by the
Members at a general meeting, or
(ii) any trustee of any trust to whom
shares are to be allotted and issued by
the Company in connection with the
operation
of
any
share
incentive
scheme or employee benefit scheme
or other arrangement which relates to
such persons that has been adopted
or approved by the Members at a
general meeting.
152(2) 152(2) The Members may, at any general
meeting
convened
and
held
in
accordance with these Articles, by
special
resolution
remove
the
Auditor
at
any
time
before
the
expiration of his term of office and
shall by ordinary resolution at that
meeting appoint another Auditor in
his stead for the remainder of his
term.		 152(2) The Members may, at any general
meeting
convened
and
held
in
accordance with these Articles, by
~~special~~
~~o~~rdinary
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.		 To amend in
accordance with
Appendix 3 of the
Listing Rules

– 48 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
155 If
the
office
of
auditor
becomes
vacant by the resignation or death
of the Auditor, or by his becoming
incapable
of
acting
by
reason
of
illness or other disability at a time
when his services are required, the
Directors shall fill the vacancy and fix
the remuneration of the Auditor so
appointed.		 155 ~~If~~
~~the~~
~~office~~
~~of~~
~~auditor~~
~~becomes~~
~~vacant by the resignation or death~~
~~of the Auditor, or by his becoming~~
~~incapable~~
~~of~~
~~acting~~
~~by~~
~~reason~~
~~of~~
~~illness or other disability at a time~~
~~when his services are required, the~~
~~Directors shall fill the vacancy and fix~~
~~the remuneration of the Auditor so~~
~~appointed.~~
The Directors may fill any casual
vacancy in the office of Auditor but
while any such vacancy continues the
surviving or continuing Auditor or
Auditors,
if
any,
may
act.
The
remuneration
of
any
Auditor
appointed
by
the
Directors
under
this Article may
be
fixed by
the
Board. Subject to Article 152(2), an
Auditor appointed under this Article
shall
hold
office
until
the
next
following annual general meeting of
the
Company
and
shall
then
be
subject
to
appointment
by
the
Members
under
Article
152(1)
at
such remuneration to be determined
by the Members under Article 154.		 To amend in
accordance with
Appendix 3 of the
Listing Rules

– 49 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
158 158 Any Notice or document (including
any
‘‘corporate
communication’’
within the meaning ascribed thereto
under the rules of the Designated
Stock Exchange), 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’’).		 158 (1)
Any
Notice
or
document
(including
any
‘‘corporate
communication’’ within the meaning
ascribed thereto under the~~rules of the~~
~~Designated~~
~~Stock~~
~~Exchange~~
~~L~~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
electronic
communication
and
any
such Notice and document may be
~~served~~
given or ~~delivered~~
issued by
the ~~Company on or to any Member~~
~~either~~
following means:
(a) by serving it personally ~~or~~
on the
relevant person;
(b) by sending it through the post in a
prepaid envelope addressed to such
Member at his registered address as
appearing in the Register or at any
other address supplied by him to the
Company for the purpose
;
(c) by delivering or~~, as the case may~~
~~be, by transmitting~~
leaving it ~~to any~~
~~a~~t
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~~
as
aforesaid;		 To provide means
of giving or
issuing any
notices and
documents

– 50 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(d) by placing an advertisement in
appropriate
newspapers
or
other
publication and where applicable, in
accordance with the requirements of
the Designated Stock Exchange
;~~or, to~~
~~the extent permitted by the applicable~~
(e) by sending or transmitting it as an
electronic
communication
to
the
relevant person at such electronic
address as he may provide under
Article
158(5),
subject
to
the
Company
complying
with
the
Statutes and any other applicable
laws,
rules
and
regulations
from
time to time in force with regard to
any requirements for the obtaining of
consent (or deemed consent) from
such person;
(f) by ~~placing~~
publishing it on the
Company’s website ~~or the website of~~
~~the Designated Stock Exchange, and~~
~~giving~~
to which the relevant person
may
have
access,
subject
to
the
~~member a notice~~
Company complying
with
Statutes
and
any
other
applicable
laws,
rules
and
regulations
from
time
to
time
in
force
with
regard
to
any
requirements
for
the
obtaining
of
consent (or deemed consent) from
such
person
and/or
for
giving
notification
to
any
such
person
stating
that
the
notice
~~or~~
~~other~~
~~,~~
document
or publication is available
~~there~~
on
the
Company’s
computer
network
website
(a
‘‘notice
of
availability’’)~~.~~
; or
(g) by sending or otherwise making it
available to such person through such
other means to the extent permitted
by
and
in
accordance
with
the
Statutes and other applicable laws,
rules and regulations.

– 51 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
(2) 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.
(3) In the case of joint holders of a
share all notices shall be given to that
one of the joint holders whose name
stands first in the Register and notice
so given shall be deemed a sufficient
service on or delivery to all the joint
holders.
(4)Every person who,byoperation of
law, transfer, transmission, or other
means
whatsoever,
shall
become
entitled to any share, shall be bound
by every notice in respect of such
share, which, previously to his name
and
address
(including
electronic
address)
being
entered
in
the
Register as the registered holder of
such share, shall have been duly given
to the person from whom he derives
title to such share.
(5) Every Member or a person who is
entitled to receive notice from the
Company under the provisions of the
Statutes or these Articles may register
with
the
Company
an
electronic
address
to
which
notices
can
be
served upon him.
(6) Subject to any applicable laws,
rules and regulations and the terms of
these Articles, any notice, document
or
publication,
including
but
not
limited to the documents referred to
in Articles, 149, 150 and 158 may be
given in the English language only or
in both the English language and the
Chinese language.

– 52 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
159 Any Notice or other document:
(a) …
(b) …
(c) if served or delivered in any other
manner
contemplated
by
these
Articles, shall be deemed to have
been served or delivered at the time
of personal service or delivery or, as
the case may be, at the time of the
relevant
despatch
or
transmission;
and
in
proving
such
service
or
delivery
a
certificate
in
writing
signed
by
the
Secretary
or
other
officer
of
the
Company
or
other
person appointed by the Board as to
the act and time of such service,
delivery,
despatch
or
transmission
shall be conclusive evidence thereof;
and
(d) may be given to a Member either
in
the
English
language
or
the
Chinese
language,
subject
to
due
compliance
with
all
applicable
Statutes, rules and regulations.		 159 Any Notice or other document:
(a) …
(b) …
(c) if published on the Company’s
website, shall be deemed to have been
served
on
the
day
on
which
the
notice, document or publication first
so appears on the Company’s website
to which the relevant person may
have access or the day on which the
notice of availability is deemed to
have been served or delivered to such
person
under
these
Articles,
whichever is later;
~~(c)~~
~~(~~d) if served or delivered in any
other manner contemplated by these
Articles, shall be deemed to have been
served or delivered at the time of
personal service or delivery or, as the
case may be, at the time of the
relevant
despatch
or
transmission;
and
in
proving
such
service
or
delivery
a
certificate
in
writing
signed
by
the
Secretary
or
other
officer
of
the
Company
or
other
person appointed by the Board as to
the act and time of such service,
delivery,
despatch
or
transmission
shall be conclusive evidence thereof;
and
~~(d) may be given to a Member either~~
~~in~~
~~the~~
~~English~~
~~language~~
~~or~~
~~the~~
~~Chinese~~
~~language,~~
~~subject~~
~~to~~
~~due~~
~~compliance~~
~~with~~
~~all~~
~~applicable~~
~~Statutes, rules and regulations.~~
(e) if published as an advertisement in
a
newspaper
or
other
publication
permitted under these Articles, shall
be deemed to have been served on the
day on which the advertisement first
so appears.		 To provide for
service of any
notice or
documents
162(1) 162(1) The Board shall have power in the
name and on behalf of the Company
to present a petition to the court for
the Company to be wound up.		 162(1) ~~The~~
~~S~~ubject
to
Article
162(2),
the
Board shall have power in the name
and on behalf of the Company to
present a petition to the court for the
Company to be wound up.		 To ensure
consistency of
articles

– 53 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
163(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
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, 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.		 163(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
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~~
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, 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.		 To make clerical
amendments

– 54 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
163(3) 163(3) In the event of winding-up of the
Company
in
Hong
Kong,
every
Member who is not for the time
being in Hong Kong shall be bound,
within fourteen (14) days after the
passing of an effective resolution to
wind up the Company voluntarily, or
the
making
of
an
order
for
the
winding-up
of
the
Company,
to
serve
notice
in
writing
on
the
Company
appointing
some
person
resident in Hong Kong and stating
that person’s full name, address and
occupation
upon
whom
all
summonses, notices, process, orders
and
judgements
in
relation
to
or
under
the
winding-up
of
the
Company
may
be
served,
and
in
default
of
such
nomination
the
liquidator of the Company shall be
at liberty on behalf of such Member
to appoint some such person, and
service
upon
any
such
appointee,
whether appointed by the Member
or the liquidator, shall be deemed to
be good personal service on such
Member for all purposes, and, where
the
liquidator
makes
any
such
appointment,
he
shall
with
all
convenient speed give notice thereof
to such Member by advertisement as
he shall deem appropriate or by a
registered letter sent through the post
and addressed to such Member at his
address as appearing in the register,
and such notice shall be deemed to be
service on the day following that on
which the advertisement first appears
or the letter is posted.		 [deletion] ~~In the event of winding-up of the~~
~~Company~~
~~in~~
~~Hong~~
~~Kong,~~
~~every~~
~~Member who is not for the time~~
~~being in Hong Kong shall be bound,~~
~~within fourteen (14) days after the~~
~~passing of an effective resolution to~~
~~wind up the Company voluntarily, or~~
~~the~~
~~making~~
~~of~~
~~an~~
~~order~~
~~for~~
~~the~~
~~winding-up~~
~~of~~
~~the~~
~~Company,~~
~~to~~
~~serve~~
~~notice~~
~~in~~
~~writing~~
~~on~~
~~the~~
~~Company~~
~~appointing~~
~~some~~
~~person~~
~~resident in Hong Kong and stating~~
~~that person’s full name, address and~~
~~occupation~~
~~upon~~
~~whom~~
~~all~~
~~summonses, notices, process, orders~~
~~and~~
~~judgements~~
~~in~~
~~relation~~
~~to~~
~~or~~
~~under~~
~~the~~
~~winding-up~~
~~of~~
~~the~~
~~Company~~
~~may~~
~~be~~
~~served,~~
~~and~~
~~in~~
~~default~~
~~of~~
~~such~~
~~nomination~~
~~the~~
~~liquidator of the Company shall be~~
~~at liberty on behalf of such Member~~
~~to appoint some such person, and~~
~~service~~
~~upon~~
~~any~~
~~such~~
~~appointee,~~
~~whether appointed by the Member~~
~~or the liquidator, shall be deemed to~~
~~be good personal service on such~~
~~Member for all purposes, and, where~~
~~the~~
~~liquidator~~
~~makes~~
~~any~~
~~such~~
~~appointment,~~
~~he~~
~~shall~~
~~with~~
~~all~~
~~convenient speed give notice thereof~~
~~to such Member by advertisement as~~
~~he shall deem appropriate or by a~~
~~registered letter sent through the post~~
~~and addressed to such Member at his~~
~~address as appearing in the register,~~
~~and such notice shall be deemed to be~~
~~service on the day following that on~~
~~which the advertisement first appears~~
~~or the letter is posted.~~		 To bring the
articles up to date

– 55 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Original Article Original Article Original Article Basis for the
Amendment		 Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
164(1) The Directors, Secretary and other
officers and every Auditor for the
time being of the Company and the
liquidator or trustees (if any) for the
time being acting in relation to any of
the
affairs
of
the
Company
and
everyone of them, and everyone of
their
heirs,
executors
and
administrators, shall be indemnified
and secured harmless out of the assets
and profits of the Company from and
against all actions, costs, charges,
losses, damages and expenses which
they or any of them, their or any of
their
heirs,
executors
or
administrators, shall or may incur or
sustain by or by reason of any act
done, concurred in or omitted in or
about the execution of their duty, or
supposed duty,
in their respective
offices or trusts; and none of them
shall
be
answerable
for
the
acts,
receipts, neglects or defaults of the
other or others of them or for joining
in
any
receipts
for
the
sake
of
conformity, or for any bankers or
other persons with whom any moneys
or effects belonging to the Company
shall or may be lodged or deposited
for safe custody, or for insufficiency
or deficiency of any security upon
which any moneys of or belonging to
the Company shall be placed out on
or invested, or for any other loss,
misfortune
or
damage
which
may
happen
in
the
execution
of
their
respective
offices
or
trusts,
or
in
relation thereto; PROVIDED THAT
this indemnity shall not extend to any
matter in respect of any fraud or
dishonesty which may attach to any
of said persons.		 164(1) The Directors, Secretary and other
officers and every Auditor ~~for the~~
~~time being~~
of the Company
at any
time, whether at present or in the
past, and the liquidator or trustees (if
any) ~~for the time being~~
acting
or who
have acted in relation to any of the
affairs of the Company and everyone
of them, and everyone of their heirs,
executors and administrators, shall be
indemnified and secured harmless out
of
the
assets
and
profits
of
the
Company
from
and
against
all
actions,
costs,
charges,
losses,
damages and expenses which they or
any of them, their or any of their
heirs,
executors
or
administrators,
shall or may incur or sustain by or
by reason of any act done, concurred
in
or
omitted
in
or
about
the
execution of their duty, or supposed
duty, in their respective offices or
trusts; and none of them shall be
answerable
for
the
acts,
receipts,
neglects or defaults of the other or
others of them or for joining in any
receipts for the sake of conformity, or
for any bankers or other persons with
whom
any
moneys
or
effects
belonging to the Company shall or
may be lodged or deposited for safe
custody,
or
for
insufficiency
or
deficiency
of
any
security
upon
which any moneys of or belonging
to the Company shall be placed out
on or invested, or for any other loss,
misfortune
or
damage
which
may
happen
in
the
execution
of
their
respective
offices
or
trusts,
or
in
relation thereto; PROVIDED THAT
this indemnity shall not extend to any
matter in respect of any fraud or
dishonesty which may attach to any
of said persons.		 To clarify the
scope of
indemnity
N/A N/A 165 FINANCIAL YEAR
Unless otherwise determined by the
Directors, the financial year end of
the Companyshall be 31 of December
in each year.		 To amend in
accordance with
Companies Act
requirements

– 56 –

APPENDIX

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Article Original Article Original Article Basis for the
Amendment
Original Article Amended Article Basis for the
Amendment
Article
No.		 Article Article
No.		 Article
166 166 No
Member
shall
be
entitled
to
require
discovery
of
or
any
information respecting any detail of
the Company’s trading or any matter
which is or may be in the nature of a
trade secret or secret process which
may relate to the conduct of the
business of the Company and which
in the opinion of the Directors it will
be inexpedient in the interests of the
members
of
the
Company
to
communicate to the public.		 167 No
Member
shall
be
entitled
to
require
discovery
of
or
any
information respecting any detail of
the Company’s trading or any matter
which is or may be in the nature of a
trade secret or secret process which
may relate to the conduct of the
business of the Company and which
in the opinion of the Directors it will
be inexpedient in the interests of the
~~members of the Company~~
Members
to communicate to the public.		 To ensure
consistency of
expression in
articles

II. HOUSEKEEPING AMENDMENTS

The Proposed Amendments also include other housekeeping amendments including but not limited to changing the word ‘‘Law’’ wherever they may appear to the word ‘‘Act’’, changing the word ‘‘notice’’ to ‘‘Notice’’ as defined whenever appropriate, changing the word ‘‘member’’ to Member’’ whenever appropriate, changing the words ‘‘rules of the Designated Stock Exchange’’ wherever they may appear to ‘‘Listing Rules’’ and renumbering the articles as appropriate.

– 57 –

EGM NOTICE

==> picture [65 x 65] intentionally omitted <==

CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1792)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘EGM’’) of CMON Limited (the ‘‘Company’’) will be held at 201 Henderson Road #07/08–01, Apex @ Henderson, Singapore 159545 on Friday, 27 May 2022 at 2: 30 p.m. (or as soon thereafter as the annual general meeting of the Company convened for the same day at the same place at 2: 00 p.m. shall have been concluded or adjourned) for the following purpose:

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

‘‘THAT:

  • (a) the proposed amendments (the ‘‘Proposed Amendments’’) to the amended and restated articles of association of the Company, the details of which are set forth in the Appendix to the circular of the Company dated 11 May 2022 (the ‘‘Circular’’), be and are hereby approved;

  • (b) the second amended and restated articles of association of the Company (incorporating the Proposed Amendments) (the ‘‘Amended and Restated Articles of Association’’) in the form of the document marked ‘‘A’’ and produced to this meeting (for the purpose of identification initialed by the chairman of the meeting), be and is hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated articles of association of the Company with immediate effect; and

  • (c) any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he shall, in his absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Amended and Restated Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.’’

By order of the Board CMON Limited

Ng Chern Ann

Chairman, Joint Chief Executive Officer and Executive Director

Singapore, 11 May 2022

– 58 –

EGM NOTICE

Registered office: Registered place of business Offices of Conyers Trust Company in Hong Kong: (Cayman) Limited 31/F., Tower Two, Times Square Cricket Square 1 Matheson Street Hutchins Drive Causeway Bay P.O. Box 2681 Hong Kong Grand Cayman, KY1-1111 Cayman Islands Headquarters and principal place of business: 201 Henderson Road #07/08–01 Apex @ Henderson Singapore 159545

Notes:

  • (i) All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.

  • (ii) A shareholder entitled to attend and vote at the EGM is entitled to appoint one proxy or if he/she/it holds two or more shares, more than one proxy to attend, speak and vote in his/her/it stead. A proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

  • (iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. before 2: 30 p.m. on Wednesday, 25 May 2022) or any adjournment thereof and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

  • (iv) Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (v) The register of members of the Company will be closed from on Tuesday, 24 May 2022 to on Friday, 27 May 2022, both dates inclusive, in order to determine the eligibility of shareholders to attend and vote at the EGM, during which period no share transfer will be registered. To be eligible to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Monday, 23 May 2022.

– 59 –

EGM NOTICE

As at the date of this announcement, the executive Directors are Mr. Ng Chern Ann, Mr. David Doust, Mr. David Preti and Mr. Koh Zheng Kai; the non-executive Director is Mr. Frederick Chua Oon Kian; and the independent non-executive Directors are Mr. Wong Yu Shan Eugene, Mr. Choy Man and Mr. Leung Yuk Hung Paul.

– 60 –

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