Convenience Retail Asia Limited — Proxy Solicitation & Information Statement 2016

May 23, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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(Incorporated in Hong Kong with limited liability) (Stock Code: 420)

PROPOSALS FOR (1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) ADOPTION OF NEW ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover shall have the same respective meanings as those defined in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 4 to 11 of this circular.

The notice of AGM to be held at Block A, 6th Floor, Eastern Sea Industrial Building, 29-39 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong on Friday, 24 June 2016 at 9:30 a.m. is set out on pages 80 to 85 of this circular. If you are unable to attend the meeting but wish to exercise your right as a Shareholder, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

24 May 2016

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . . .	6
4.	ADOPTION OF NEW ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . .	6
5.	THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
9.	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I – DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM. . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II – EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX III – AMENDMENTS TO THE ARTICLES
	OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		80

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.

– i –

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held at Block A, 6th Floor, Eastern Sea Industrial Building, 29-39 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong on Friday, 24 June 2016 at 9:30 a.m.;

“Articles of Association”

the existing articles of association of the Company, and a reference to an “Article” is a reference to a provision in the Articles of Association;

“associate(s)”

has the meaning ascribed thereto under the Listing Rules;

“Board”

the board of Directors;

“close associate(s)”

has the meaning ascribed thereto under the Listing Rules;

“Companies Ordinance”

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), which came into effect on 3 March 2014;

“Company”

Fountain Set (Holdings) Limited, a company incorporated in Hong Kong with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 420);

“controlling shareholder(s)”

has the meaning ascribed thereto under the Listing Rules;

“core connected person(s)”

has the meaning ascribed thereto under the Listing Rules;

“Director(s)”

the director(s) of the Company;

“Group”

the Company and its subsidiaries;

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“INED(s)”

the independent non-executive Director(s);

– 1 –

DEFINITIONS

“Issue Mandate”

• “Latest Practicable Date”

• “Listing Rules”

• “New Articles of Association”

• “Nomination Committee”

“PRC”

• “Predecessor Companies Ordinance”

• “Remuneration Committee”

• “Repurchase Mandate”

the general and unconditional mandate to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the resolution approving such mandate;

• 20 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

the Rules Governing the Listing of Securities on the Stock Exchange;

• the articles of association of the Company proposed to be adopted under the special resolution no.7 at the AGM, and a reference to a “New Article” is a reference to a provision in the New Articles of Association;

the nomination committee of the Board;

the People’s Republic of China and, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan;

the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), which was in force immediately prior to 3 March 2014;

the remuneration committee of the Board;

the general and unconditional mandate to be granted to the Directors authorizing the repurchases by the Company on the Stock Exchange of Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the resolution approving such mandate;

– 2 –

DEFINITIONS

“Retiring Directors”	the Directors, namely Mr. ZHANG Chong, Mr. LAN Jiang
	and Mr. William LAM, who are subject to retire at the AGM
	according to the Articles of Association;
“SFC”	the Securities and Futures Commission of Hong Kong;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share Buy-backs Code”	the Code on Share Buy-backs as amended from time to time
	and administered by the SFC;
“Share(s)”	ordinary shares in the share capital of the Company;
“Shareholder(s)”	registered holder(s) of fully-paid Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules;
“substantial shareholder(s)”	has the meaning ascribed thereto under the Listing Rules;
“Takeovers Code”	the Code on Takeovers and Mergers as amended from time
	to time and administered by the SFC;
“Year”	the year ended 31 December 2015; and
“%”	percentage or per cent.

– 3 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 420)

Executive Directors: Mr. ZHAO Yao (Chairman and Chief Executive Officer) Mr. GONG Zhengyi Mr. CHEN Minghong Mr. LAN Jiang

Non-executive Directors: Dr. YEN Gordon Mr. ZHANG Chong

Registered office: Block A, 6th Floor Eastern Sea Industrial Building 29-39 Kwai Cheong Road Kwai Chung New Territories Hong Kong

Independent Non-executive Directors: Mr. NG Kwok Tung Mr. CHOW Wing Kin, Anthony, SBS, JP Mr. YING Wei Mr. William LAM

24 May 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR (1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND

(3) ADOPTION OF NEW ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with requisite information regarding certain resolutions to be proposed at the AGM and the notice of the AGM. The proposed resolutions include (i) re-election of Directors; (ii) grant of general mandates to issue and repurchase Shares; and (iii) adoption of the New Articles of Association.

– 4 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

Presently, the Board comprises 10 Directors, of which four are executive Directors, namely Mr. ZHAO Yao, Mr. GONG Zhengyi (“Mr. GONG”), Mr. CHEN Minghong and Mr. LAN Jiang (“Mr. LAN”); two are non-executive Directors, namely Dr. YEN Gordon and Mr. ZHANG Chong (“Mr. ZHANG”); and four are INEDs, namely Mr. NG Kwok Tung, Mr. CHOW Wing Kin, Anthony, SBS, JP (“Mr. CHOW”), Mr. YING Wei and Mr. William LAM (“Mr. LAM”).

Mr. LAN and Mr. LAM have been appointed by the Board as an executive Director and an INED respectively with effect from 9 May 2016. In accordance with Article 93 of the Articles of Association, these Directors shall hold office until the next following general meeting of the Company (i.e. the AGM) and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

Article 102(A) of the Articles of Association provides that at each annual general meeting of the Company, one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third or any other number subject to such manner of rotation as may be required by the Listing Rules or other codes, rules and regulations prescribed from time to time by the applicable regulatory authority, shall retire from office. The same Article also provides that the Directors to retire in every year shall be those who have the been the longest in office since their last election. Accordingly, Mr. ZHANG, Mr. CHOW and Mr. GONG will retire by rotation. Mr. ZHANG, being eligible, offered himself for re-election at the AGM. However, Mr. CHOW and Mr. GONG have decided not to stand for re-election at the AGM as they desire to devote more time on their respective public appointments and company’s business commitments. In view of Mr. CHOW’s retirement at the AGM, his letter of appointment which will expire on 30 May 2016 will be renewed only until 24 June 2016 at the existing remuneration level (confirmed by the Board upon the Remuneration Committee’s recommendation on 20 April 2016).

Upon the nomination of the Nomination Committee, the Board has recommended that Mr. ZHANG, Mr. LAN and Mr. LAM stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting or on the written resolutions in respect of the proposition of his recommendation for re-election by the Shareholders.

Pursuant to Rule 13.74 of the Listing Rules, the biographical and other details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

– 5 –

LETTER FROM THE BOARD

3. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

It will be proposed at the AGM to grant to the Directors (i) an Issue Mandate to allot, issue and deal with Shares up to a limit equal to 20% of the aggregate number of the issued Shares as at the date of passing the relevant resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate number of the Shares repurchased by the Company under the Repurchase Mandate and (ii) a Repurchase Mandate to repurchase Shares not exceeding 10% of the aggregate number of the Shares in issue as at the date of passing the relevant resolution.

As at the Latest Practicable Date, a total of 1,205,026,960 Shares were in issue. Subject to the passing of the proposed resolutions granting the Issue Mandate and the Repurchase Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased and cancelled by the Company prior to the AGM, the Company would be allowed under (i) the Issue Mandate to issue a maximum of 241,005,392 Shares, representing 20% of the aggregate number of the issued Shares as at the date of the AGM; and (ii) the Repurchase Mandate to repurchase a maximum of 120,502,696 Shares, representing 10% of the aggregate number of the issued Shares as at the date of the AGM.

The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the New Articles of Association (as the case may be) or by any applicable laws to be held; or (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

An explanatory statement, as required by the Listing Rules to be given to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix II to this circular.

4. ADOPTION OF NEW ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 23 May 2016 in relation to the proposed adoption of the New Articles of Association.

The Companies Ordinance came into effect on 3 March 2014. A special resolution will be proposed at the AGM to adopt the New Articles of Association with a view to bringing the Articles of Association in line with the changes made by the new Companies Ordinance and the Listing Rules. It is also proposed that the Company can take this opportunity to make some housekeeping amendments, such as updating certain other provisions and removing certain outdated provisions, and consolidating all the previous amendments to the Articles of Association.

– 6 –

LETTER FROM THE BOARD

A summary of the proposed changes to the Articles of Association are set out below:–

• (a) To remove the memorandum of association of the Company and to migrate the mandatory clauses from the memorandum of association (including the Company’s name, the limited liability of its Shareholders and its initial share capital and shareholdings) to the Articles of Association as required by the Companies Ordinance;

• (b) To remove all references to par value, nominal share capital, authorised share capital, unissued shares, share premium and/or capital redemption reserve, as such concepts ceased to be relevant after the abolition of par value under the Companies Ordinance;

• (c) To remove the provisions relating to the issue of bearer warrants, conversion of shares into stock and a subscription right reserve due to the repeal of such powers to issue bearer warrants and stock and the abolition of par value under the Companies Ordinance;

• (d) To simplify the provisions relating to alteration of share capital by stating that the Company may alter its share capital in any way permitted by the Companies Ordinance;

• (e) To remove the obsolete provision relating to the loan of unpaid amounts on shares in advance;

• (f) For any transfer involving partly paid shares, to provide that a statement of reasons for refusal to register any transfer of shares shall be given upon request of the transferor or transferee as required by the Companies Ordinance;

• (g) To allow the Company to hold general meetings in more than one location using any technology that enables the members to listen, speak and vote at different venues;

• (h) To update the provisions relating to general meetings and to revise the minimum notice period for convening a general meeting (other than an annual general meeting) for passing a special resolution from 21 days to 14 days in accordance with the Companies Ordinance;

– 7 –

LETTER FROM THE BOARD

• (i) To revise the thresholds necessary for demanding a poll from 3 to 5 members present in person or by proxy for the time being entitled to vote at a general meeting and from 10% to 5% of the total voting rights of the members having the right to vote at a general meeting to align the Articles of Association with the Companies Ordinance;

• (j) To provide that the chairman of a general meeting shall demand a poll if he, before or on the declaration of the result on a show of hands, knows from the proxies received by the Company that the result on a show of hands will be different from that on a poll as required by the Companies Ordinance;

• (k) To include the following provisions in respect of proxies:

• a. To allow multiple proxies in respect of different tranches of shares held by one shareholder and to permit a proxy to exercise all or any of the member’s rights to attend and vote at a general meeting including voting on a show of hands. However where multiple proxies are appointed, the proxies so appointed are not entitled to vote on a show of hands;

• b. To give flexibility for return of a form of proxy by various means including electronic means (if so desired by the Company) and to prescribe the statutory period in various situations for the return of form of proxy; and

• c. To set out the notice requirement in the case of revocation of proxy’s authority;

• (l) To revise the provisions relating to Directors’ remuneration (fees) so that the Board, if previously authorised by the Company in a general meeting, may determine the same;

• (m) To incorporate certain provisions to provide flexibility to the Directors and members of the committees of the Board in giving their agreement to written resolutions of the Directors or the members of the committees of the Board, for example, allowing their electronic signatures and written notification of confirmation of the resolutions of the Directors or the members of the committees of the Board to signify their agreement to such written resolutions;

• (n) To remove the provision stating that Directors absent from Hong Kong need not be given such notice (i.e. with the effect that the Directors will receive notice of Board meetings whether or not they are in Hong Kong);

– 8 –

LETTER FROM THE BOARD

• (o) To update the provisions relating to disclosure of a Director’s interest in a proposed transaction and his right to vote in respect thereof to reflect the changes under the Companies Ordinance;

• (p) To remove the obsolete provision giving the Chairman certain express authority powers in relation to certain transactions;

• (q) To allow the Company to execute a document as a deed without using its common seal as permitted under the Companies Ordinance;

• (r) To remove the obsolete requirement to file contracts for allotment with the Companies Registry in Hong Kong;

• (s) To remove the obsolete provision in relation to the distribution of realised capital profits;

• (t) To incorporate certain provisions to facilitate the use of electronic communications by the Company subject to compliance with the requirements under the Listing Rules and the Companies Ordinance;

• (u) To revise the provisions relating to indemnity for liability of Directors and officers, including to disclose any permitted indemnity provisions in the relevant Directors’ report, to align the Articles of Association with the Companies Ordinance;

• (v) To replace the obsolete terms with the new terms used in the Companies Ordinance and the section references in the Predecessor Companies Ordinance (with the corresponding section references to the Companies Ordinance);

• (w) To make other miscellaneous amendments to update, modernise or clarify provisions of the Articles of Association where it is considered desirable; and

• (x) To reflect the recent amendments to the Listing Rules relating to connected transaction requirements and definitions of connected persons, close associates and associates.

The full text of the New Articles of Association (marked-up against the Articles of Association currently in force) is set out in Appendix III to this circular. The Chinese translation of the New Articles of Association set out in the Chinese version of this circular is for reference only. In the case of any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail.

– 9 –

LETTER FROM THE BOARD

5. THE AGM

A notice convening the AGM to be held on Friday, 24 June 2016 is set out on pages 80 to 85 of this circular. A form of proxy in connection with the AGM is also enclosed with this circular. If you are unable to attend the AGM but wish to exercise your right as a Shareholder, you are requested to complete the form of proxy and return it to the Company’s share registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, save for resolutions which relate purely to procedural or administrative matter to be voted on by a show of hands, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be voted on by way of poll. The chairman of the AGM will explain the detailed procedures for conducting a poll at the commencement of the AGM.

After conclusion of the AGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

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.

– 10 –

LETTER FROM THE BOARD

8. RECOMMENDATION

The Board is of the opinion that the re-election of Directors, the granting of general mandates to the Directors to issue and repurchase Shares and the adoption of the New Articles of Association are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

9. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English version of this circular shall prevail over the Chinese version in case of any discrepancy or inconsistency between the two versions.

Yours faithfully, On behalf of the Board ZHAO Yao

Chairman and Chief Executive Officer

– 11 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

The biographical and other details of the Directors proposed to be re-elected at the AGM are set out as follows:

Mr. ZHANG Chong

Mr. ZHANG Chong, aged 45, was appointed as a Non-executive Director and a member of the Audit Committee on 6 June 2012. Mr. ZHANG is currently the General Manager of Investment Management Department of Chinatex Corporation（中國中紡集團公司 ）(“Chinatex”). Mr. ZHANG has over 20 years of experience in the textiles industry. He joined China National Textiles Import and Export Corporation（中國紡織品進出口總公司 ）(“General Corporation”), the predecessor of Chinatex, in 1995 and held positions as the General Manager of Strategy Department, Deputy General Manager of Strategy Department and General Manager of Investment Department of Chinatex, Deputy General Manager of Enterprise Management Department of Chinatex, Officer of Policy Research Office and Assistant of Manager Office of General Corporation. Mr. ZHANG graduated with a Master’s degree in Business Management from the Faculty of Business Administration, University of International Business and Economics, China in 1995. Mr. ZHANG completed an Executive Master’s degree in Business Administration at China Europe International Business School in 2014.

Mr. ZHANG has entered into a letter of appointment with the Company for a term of one year, which is terminable by either the Company or Mr. ZHANG by giving no less than one month’s advance notice in writing to the other. Mr. ZHANG is subject to renewal, retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. No remuneration or emolument is payable to Mr. ZHANG under his appointment letter.

Save as disclosed above, as at the Latest Practicable Date, Mr. ZHANG

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company; and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

• For identification purpose only

– 12 –

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. ZHANG has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

Mr. LAN Jiang

Mr. LAN Jiang, aged 45, was appointed as an executive Director and a member of the Remuneration Committee on 9 May 2016. He is currently a director and the deputy general manager of Chinatex (H.K.) Holding Limited. Mr. LAN has over 20 years of experience in the textiles industry. He joined the General Corporation in 1994 and has held positions such as the financial manager of Chinatex Shanghai Pudong Imp. & Exp. Co., the financial manager, director and deputy general manager of Chinatex (H.K.) Holding Limited and a director of Chinatex Capital Limited. Mr. LAN graduated with a Bachelor’s Degree of Economics, majoring in International Business Administration from the University of International Business and Economics in China in 1994. Mr. LAN obtained a Master’s degree of Executive Master of Business Administration awarded by The Chinese University of Hong Kong in 2015.

Mr. LAN entered into a service contract with the Company (the “Service Contract”) on 9 May 2016 for a term of 3 years commencing on 9 May 2016, which is terminable by either the Company or Mr. LAN by giving no less than 6 months’ notice in writing to the other. According to the Articles of Association, Mr. LAN holds office until the next following general meeting of the Company after his appointment (i.e. the AGM), at which he will be eligible for re-election and thereafter, he will be subject to retirement by rotation and re-election at the annual general meetings of the Company. Pursuant to the Service Contract, Mr. LAN is entitled to a salary of HK$200,000 per annum. Mr. LAN’s remuneration has been determined by the Board upon the Remuneration Committee’s recommendation by reference to his duties and responsibilities within the Group, the Company’s remuneration policy and the Articles of Association.

Save as disclosed above, as at the Latest Practicable Date, Mr. LAN

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company, and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

– 13 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Save as disclosed above, Mr. LAN has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

Mr. William LAM

Mr. William LAM, aged 57, was appointed as an INED and a member of each of the Audit Committee and the Nomination Committee on 9 May 2016. He is a solicitor of Hong Kong and the Supreme Court of England and Wales, and a civil celebrant of marriages in Hong Kong.

He graduated from the University of Manchester, England in 1981 with a Bachelor of Science in Electronics and Electrical Engineering. His major subjects included Computer Design, Power Transmission and Telecommunications. He is also a member of the Institute of Electrical and Electronics Engineers (M.I.E.E.E.) in the United States of America. After obtaining his Bachelor’s Degree, he studied law at the Manchester Polytechnic (now known as Manchester Metropolitan University), England and the College of Law in Chester, England respectively.

Mr. LAM returned to Hong Kong in 1984 to work in family business in Tai Sun Company (a member of Hong Kong and Kowloon Textile), and Shing Fung Finance Company Limited, both founded by his late-father Mr. LAM Muk Kwong in 1958 and 1972 respectively.

In 1992, Mr. LAM furthered his studies in law at the University of Hong Kong and obtained a Postgraduate Certificate in Laws (PCLL) and was admitted as a solicitor of the Supreme Court of Hong Kong in 1994 and then in the following year admitted as a solicitor of the Supreme Court of England and Wales. In 1999, Mr. LAM founded William Lam and Company Solicitors to start his own practice in law.

Mr. LAM also serves in many areas. He is an executive committee member of the Federation of Hong Kong Guangdong Community Organisations, the president of the University of Manchester Alumni Association of Hong Kong and a member of the Technology Committee of The Law Society of Hong Kong and was a co-opted member of the Chinese Temples Committee from 2009 to 2015. Mr. LAM has also acted as the legal advisor of various organisations, such as the General Chamber of Textiles, the Chamber of the Hong Kong Computer Industry, the Hong Kong Information Technology Joint Council, the Hong Kong WEEE Recycling Association, the Hong Kong Society of Medical Professionals, the Hong Kong Software Industry Association, the Public Surgeons United, the Government Doctors’ Association, the Hong Kong Public Doctors’ Association and the Hong Kong New Youth Energy Think Tank.

– 14 –

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. LAM confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

Mr. LAM entered into a letter of appointment with the Company on 9 May 2016 for a term of one year. Pursuant to the Articles of Association, Mr. LAM holds office until the next following general meeting of the Company after his appointment (i.e. the AGM), at which he will be eligible for re-election and thereafter, he will be subject to retirement by rotation and re-election at the annual general meetings of the Company. Mr. LAM is entitled to a director’s fee of HK$200,000 per annum, which has been determined by the Board upon the Remuneration Committee’s recommendation by reference to his duties and responsibilities in the Company, the Company’s remuneration policy and the Articles of Association.

Save as disclosed above, as at the Latest Practicable Date, Mr. LAM

• (i) did not hold any directorship in other listed companies during the past three years nor any other position in any member of the Group;

• (ii) did not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company, and

• (iii) did not have any interest in the shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LAM has confirmed that there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of his re-election.

– 15 –

APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate and also constitutes the memorandum required under section 239 of the Companies Ordinance.

1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange or on any other stock exchange on which the shares of the companies may be listed and recognised by the SFC and the Stock Exchange for this purpose subject to certain restrictions, the most important of which are summarized below:

• (a) The shares proposed to be purchased by the company are fully-paid up.

• (b) The company has previously sent to its shareholders an explanatory statement complying with the Listing Rules.

• (c) The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the Listing Rules and which has been passed at a general meeting of the company duly convened and held and the company has delivered a copy of such resolution, together with the necessary supporting documentation, to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,205,026,960 Shares in issue, all of which were fully paid up.

Subject to the passing of the Ordinary Resolution as referred to in item 6(A) of the notice convening the AGM and on the basis that no further Shares are issued or repurchased and cancelled between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 120,502,696 Shares which are fully paid up during the period from the date of the AGM up to (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association on the New Articles of Association (as the case may be) or any applicable laws to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying such authority, whichever occurs first.

– 16 –

APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase the Shares on the market.

Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association or the New Articles of Association (as the case may be) and the Companies Ordinance. It is proposed that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from available cash flow or working capital facilities of the Company and its subsidiaries.

The Companies Ordinance provides that the Company may make a payment in respect of a redemption or buy-back of its own Shares out of (i) the Company’s distributable profits; (ii) the proceeds of a fresh issue of Shares made of the purpose of the redemption or buy-back; or (iii) the capital of the Company. The Companies Ordinance further provides that a listed company must not make a payment out of capital in respect of a buy-back of its own shares on a recognised stock market or on an approved stock exchange.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Group for the Year contained in the Company’s 2015 Annual Report) in the event that the proposed repurchase of Shares was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 17 –

APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2015
May	1.47	1.25
June	1.48	1.13
July	1.22	0.65
August	1.06	0.74
September	0.87	0.77
October	1.06	0.80
November	0.99	0.89
December	0.94	0.84
2016
January	0.89	0.78
February	0.82	0.75
March	0.89	0.81
April	0.96	0.83
May (up to and including the Latest Practicable Date)	0.93	0.86

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make share repurchases pursuant to the proposed Ordinary Resolution as referred to in item 6(A) of the notice convening the AGM in accordance with the Listing Rules, the Articles of Association or the New Articles of the Associations (as the case may be) and the applicable laws of Hong Kong.

7. EFFECTS ON THE TAKEOVERS CODE

If as a result of the share repurchases, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 18 –

APPENDIX II

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, Chinatex Corporation, the controlling shareholder of the Company, together with its close associates were interested in an aggregate of 433,098,000 Shares, representing approximately 35.94% of the total number of Shares in issue. Based on such shareholding, and in the event that the Directors exercised in full the Repurchase Mandate, the beneficial interests of Chinatex Corporation together with their respective close associates in the issued Shares would be increased to approximately 39.93% of the total number of Shares in issue. The Directors believe that such an increase will give rise to an obligation of Chinatex Corporation together with their close associates to make a mandatory offer in respect of all the remaining issued Shares not owned by them under Rule 26 of the Takeovers Code as they will be regarded as having acquired in any period of 12 months additional Share carrying more than 2% of the voting rights. The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such an extent that Chinatex Corporation together with its close associates will have an obligation to make a mandatory offer under the Takeovers Code and the number of Shares held by the public would be reduced to less than 25% of the total number of Shares in issue.

Save as aforesaid, the Directors are not aware of any Shareholders or a group of Shareholders acting in concert which will give rise to an obligation to make a mandatory offer under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates presently intend to sell Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

9. SHARES REPURCHASED BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

– 19 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This is a marked-up version which shows the difference between the contents of the Company’s existing memorandum of association and the Articles of Association and the New Articles of Association. The English version shall always prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

– 20 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

~~Company Limited by Shares~~

~~MEMORANDUM OF ASSOCIATION~~

~~(As altered by a Special Resolution passed on 29th March, 1988)~~

~~OF~~

~~FOUNTAIN SET (HOLDINGS) LIMITED 福田實業（集團）有限公司~~

• ~~*1. The name of the Company is “FOUNTAIN SET (HOLDINGS) LIMITED 褔田實業（集團）有限公司”.~~

==> picture [429 x 337] intentionally omitted <==

----- Start of picture text -----

2. The Registered Office of the Company will be situate in Hong Kong.
3. The objects for which the Company is established are:–
(1) To carry on the business of a holding company in all its branches and to co-ordinate the policy and administration
of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary
company is a member or which are in any manner controlled by the Company.
(2) To carry on all or any of the businesses following: namely, cotton spinners and doublers, flax, hemp, and
jute spinners, linen manufacturers, flax, hemp, jute, linen and wool merchants wool combers, worsted spinners,
woollen spinners, yarn merchants, worsted stuff manufacturers, spinners and weavers of artificial fibres of
all kinds, bleachers and dyers, manufacturers, knitters and finishers of garments and articles made of cloth of
any kind, and to purchase, comb, prepare, spin, dye and deal in flax, hemp, jute wool, cotton, silk, linen, and
other fibrous substances (whether natural or artificial or mixed) and to weave or otherwise manufacture, buy,
sell, import; export, and deal in linen, cloth and other goods and fabrics (whether textile, felted, netted or looped
and whether manufactured wholly or partially of natural or artificial fibres), and in all embroidered, sewn, stitched,
decorated and painted goods and articles of use or ornament.
(3) To carry on all or any of the businesses of haberdashers, drapers, hosiers, manufacturers, importers; exporters,
and wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dressmakers, tailors, hatters,
clothiers, outfitters, glovers, lace manufacturers, feather dressers, boot and shoe makers, manufacturers, importers
and exporters, and wholesale dealers of and in leather goods, household furniture, ironmongery, turnery and
other household fittings and utensils, ornaments, stationery, and fancy goods, jewellery, watches, clocks, dressing
bags, articles of vertu, objects of art, curios, ivory, ware, articles made-wholly or partially of gold, silver, or other
precious materials and generally of and in all manufactured goods and materials, and to manufacture and to
establish factories for manufacturing goods for the foregoing businesses.
(4) To purchase for investment or resale, and to traffic in land and house and other property of any tenure and any
interest therein, and to create, sell, and deal in, and to make advances upon the security of land or house, or other
property, or any interest therein, and generally to deal in, traffic by way of sale, lease, exchange, or otherwise
with land and house property whether real or personal.
----- End of picture text -----

• ~~The name of the Company was changed to its present name on 29th September, 1987.~~

– 21 –

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~5~~	~~T ll f th bi ll id b Ld Ci Ld Itt Ci~~
~~()~~ ~~6~~	~~o carry on a or any o e usness usuay carre on y an ompanes, an nvesmen ompanes,~~ ~~Land Mortgage Companies, Construction and Building Estate Companies in all their several branches.~~ ~~T h tk l i h thi i tt itt ld hditt f~~
~~()~~ ~~7~~	~~o purcase, ae on ease, or n excange, or oerwse acqure any esae or neres, ans or ereamens o~~ ~~any tenure.~~ ~~T bti t i f bildi ld bli t th C t ti thf t~~
~~()~~ ~~8~~	~~o oan vacan possesson o any ungs on ans eongng o e ompany, o pay compensaon ereor, o~~ ~~dlih th d t lt d f bildi ld bli t i hih th~~
	~~emos e same an o ayou an prepare or ung purposes any ans eongng o or n wc e~~ ~~Company is interested, either as owners, lessees, contractors or otherwise.~~ ~~T tt th tti f bildi f ll kid ld bli t i hih th~~
~~()~~ ~~9~~	~~o consruc or procure e consrucon o ungs o a ns, upon any ans eongng o or n wc e~~ ~~C i ittd ith l tt thi d i til dlli h~~
	~~ompany s nerese, eer as owners, essees, conracors or oerwse, an n parcuar weng ouses,~~ ~~h d h d t lt ll d i dt iti d fih bildi itt~~
	~~sops, an wareouses, an o aer, pu own, mprove, ecorae, manan, an urns ungs suae on any~~ ~~such lands.~~ ~~T tt d iti tibt t th tti it f d t~~
~~()~~ ~~10~~	~~o consruc an manan or conrue o or procure e consrucon or manenance o roas, ramways,~~ ~~bkt bid k ld hl hh kt fti kh di~~
	~~emanmens, rges sewers, pars, peasure-grouns, scoos, curces, mares, acores worsops, reang-~~ ~~bth d th bildi k d i hih th thik ditl~~
	~~rooms, as, an oer ungs, wors an convenences wc e company may n recy or~~ ~~iditl di t th dlt f t i hih it i ittd ith l~~
	~~nrecy conucve o e eveopmen o any propery n wc s nerese eer as owners, essees,~~ ~~contractors or otherwise.~~ ~~T ll f th flli bi l bild d tt dt t ht~~
~~()~~ ~~11~~	~~o carry on a or any o e oowng usness namey, uers an conracors, ecoraors, sone mercans,~~ ~~bik d til k t li b tib ht htl k lid itll h~~
	~~rc an e maers, quarry masers, me urners, mer mercans, oe eepers, cense vcuaers, ouse~~ ~~d tt t d th bi th i f hih th C thik ditl iditl~~
	~~an esae agens an oer usnesses e carryng on o wc e ompany may n recy or nrecy~~ ~~di t th dlt f t i hih it i ittd ith l tt~~
	~~conucve o e eveopmen o any propery n wc s nerese, eer as owners, essees, conracors or~~ ~~otherwise.~~ ~~T t it t ith Gt thiti iil ll thi~~
~~()~~ ~~12~~	~~o ener no any arrangemens w any overnmens or auores (supreme, muncpa oca or oerwse) or~~ ~~ti i tht di t th ttit f th C’ bt~~
	~~any corporaons, companes or persons a may seem conucve o e aanmen o e ompanys ojecs or~~ ~~f th d t bti f h Gt thit ti ht~~
	~~any o em, an o oan rom any suc overnmen, auory, corporaon, company, or person any carers,~~ ~~tt d iht iil d i hih th C thik dibl d t t~~
	~~conracs, ecrees, rgs, prveges, an concessons wc e ompany may n esrae, an o carry ou,~~ ~~exercise and comply with any such charters, decrees, rights, privileges and concessions.~~ ~~T th bi f itt d f tht t i d hld ith i th~~
~~()~~	~~o carry on e usness o an nvesmen company an or a purpose o acqure an o eer n e name~~ ~~f th C i tht f i h tk dbt dbt tk bd t bliti~~
	~~o e ompany or n a o any nomnee sares, socs, eenures, eenure soc, ons, noes, ogaons~~ ~~d iti f kid id td b h itd i bi d~~
	~~an secures o any n ssue or guaranee y any company werever ncorporae or carryng on usness an~~ ~~dbt dbt tk bd t bliti d iti f kid id td b~~
	~~eenures, eenure soc, ons, noes, ogaons an secures o any n ssue or guaranee y any~~ ~~t i l ii bli bd thit ddt iil ll~~
	~~governmen, soveregn ruer, commssoners, puc oy or auory, supreme, epenan, muncpa, oca or~~ ~~otherwise in any part of the world.~~

• ~~(13) To acquire any such shares, stock, debentures, debenture stock, bonds, notes, obligations or securities of any kind by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicate or otherwise and whether or not fully paid-up and to subscribe for the same subject to such terms and conditions, if any, as may be thought fit.~~

• ~~(14) To exercise and enforce all rights and powers conferred by or incident to the ownership of any such shares, stock, obligations or other securities including, without prejudice to the generality of the foregoing, all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, and to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.~~

– 22 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~15~~	~~T bi it f tt htl fht d t f d ilk d k~~
~~()~~ ~~16~~	~~o carry on usness as propreors o resaurans, oes, reresmen an ea rooms, caes an m an snac~~ ~~b t bh d ldih k lid itll i b d iit ht b~~
	~~ars, avern, eer-ouse, an ogng-ouse eepers, cense vcuaers, wne, eer, an spr mercans, rewers,~~ ~~ltt ditill it d ft f td il d tifiil t d th dik d~~
	~~masers, sers, mporers an manuacurers o aerae, mnera an arca waers an oer rns, an as~~ ~~caterers and contractors in all their respective branches.~~ ~~T bi bk fti tbit bth fih di lt~~
~~()~~ ~~17~~	~~o carry on usness as aers, coneconers, oacconss, ucers, smongers, arymen, grocers, pouerers,~~ ~~f i ht d i ft d t ft b ll fi~~
	~~greengrocers, armers, ce mercans an ce-cream manuacurers, an o manuacure, uy, se, rene,~~ ~~it t d dl i ii f ll kid bth hll d til d hth lid~~
	~~prepare, grow, mpor, expor an ea n provsons o a ns, o woesae an rea an weer so or~~ ~~liquid.~~ ~~T tblih d id ll kid f filiti d ttti f t d th d i til di~~
~~()~~ ~~18~~	~~o esas an prove a ns o aces an aracons or cusomers an oers, an n parcuar, reang,~~ ~~iti d k lk d f dit tlh tlh lb t h d lti~~
	~~wrng an smoe rooms, ocers an sae eposs, eepones, eegraps, cus, sores, sops an avaores.~~ ~~T ft tt bl di i fi dl lt t fit tt d~~
~~()~~ ~~19~~	~~o manuacure, consruc, asseme, esgn, repar, rene, eveop, aer, conver, re, prepare, rea, rener~~ ~~ktbl d thi d til fl hil bt d idtil il d~~
	~~mareae, process an oerwse prouce maeras, ues, cemcas, susances an nusra, commerca an~~ ~~consumer products of all kinds.~~ ~~T i ll l lt t hi diit tl t tt i lt i~~
~~()~~ ~~20~~	~~o acqure, se, own, ease, e ou on re, amnser, manage, conro, operae, consruc, repar, aer, equp,~~ ~~fih fit t dt i d thi dtk d dl i ii d tti k~~
	~~urns, ou, ecorae, mprove an oerwse unerae an ea n engneerng an consrucon wors,~~ ~~buildings, projects, offices and structures of all kinds.~~ ~~T t h thi i d dtk th hl t f th bi dill t~~
~~()~~ ~~21~~	~~o promoe, purcase or oerwse acqure an unerae e woe or any par o e usness, goow, asses~~ ~~d libiliti f fi t i itt i lt ith t it thi~~
	~~an aes o any person, rm or company; o acqure an neres n, amagamae w or ener no parnersp,~~ ~~i f itt itt ti ith fi t t tblih~~
	~~unon o neres, jon-venure, or co-operaon w any person, rm or company; o promoe, sponsor, esas,~~ ~~titt f tiit i i i d tl ti dit~~
	~~consue, orm, parcpae n, organse, manage, supervse an conro any corporaon, company, syncae,~~ ~~fund, trust, business or institution.~~ ~~T h thi i d t hld li iti k lit f ltit dl~~
~~()~~ ~~22~~	~~o purcase or oerwse acqure an o o, own, cense, manan, wor, expo, arm, cuvae, use, eveop,~~ ~~i ll lt d h hi thi dl i ld i tl d~~
	~~mprove, se, e, surrener, excange, re, conveyor oerwse ea n ans, mnes, naura resources, an~~ ~~il tib d t iht h ittd d itt tt d iht i l l~~
	~~mnera, mer an waer rgs, weresoever suae, an any neres, esae an rgs n any rea, persona~~ ~~id t d fhi iht li iil d t llt it it dt~~
	~~or mxe propery an any rancses, rgs, cences or prveges, an o coec, manage, nves, renves, ajus,~~ ~~and in any manner to dispose of the income, profits, and any interest arising therefrom.~~ ~~T i dl ll lt h it it ttl t li t ti~~
~~()~~ ~~23~~	~~o mprove, manage, eveop, se, e, excange, nves, renves, see, gran cences, easemens, opons,~~ ~~itd d iht thi dl ith ll t f th C’ t dtki d~~
	~~servues an rgs over, or oerwse ea w a or any par o e ompanys propery, unerang an~~ ~~assets (present and future) including uncalled capital, and any of the Company’s rights, interests and privileges.~~ ~~To carry on business as auctioneers, appraisers, valuers, surveyors, land and estate agents.~~ ~~T ll f th bi f hi hi hi d btbild ht hii d~~
~~()~~ ~~24~~
~~()~~ ~~25~~	~~o carry on a or any o e usnesses o sp-owners, sppers, sp an oa-uers, carerers, sppng an~~ ~~fdi t hi hfi liht td k t fih d tl~~
	~~orwarng agens, sp managers, warngers, germen, seveores, pacers, sorers, sermen an rawers,~~ ~~d t tblih iti d t i ild t ti bli d it d ll ill~~
	~~an o esas, manan, an operae sea, ar, nan waerway enerprses (puc an prvae) an a ancary~~ ~~services.~~ ~~T h thi i tk i h ht hi bild tt k t d~~
~~()~~ ~~26~~	~~o purcase or oerwse acqure, ae n excange, caer; re, u, consruc, own, wor, manager, operae an~~ ~~thi dl ith hi bt b th tb l hft bll ift hlit~~
	~~oerwse ea w any sp, oa, arge or oer waerorne vesse, overcra, aoon, arcra, ecoper~~ ~~th fli hi h i h d th hil h itt~~
	~~or oer yng macne, coac, wagon, carrage (owever powere) or oer vece, or any sare or neres~~ ~~therein.~~ ~~T bi lti i i ll fild ildi itht liitti iil hil~~
~~()~~	~~o carry on usness as consung engneers n a es ncung wou maon cv, mecanca,~~ ~~hil ttl i ii idtil til lti d ltil ii d t id~~
	~~cemca, srucura, marne, mnng, nusra, aeronauca, eecronc an eecrca engneerng, an o prove~~ ~~architectural, design and other consultancy services of all kinds.~~

– 23 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~27~~	~~T l f h thi i bt d’iti tt tt iht iht td~~
~~()~~ ~~28~~	~~o appy or, purcase, or oerwse acqure any reves nvenon, paens, paen rgs, copyrgs, rae~~ ~~k fl li i itlltl d idtil t d thl tti d~~
	~~mars, ormuas, cences, concessons, neecua an nusra propery an ecnoogy, proecons, an~~ ~~th lik fi li li liitd iil iht t t th~~
	~~e e, conerrng any excusve or non-excusve or me prvege or rg o use, or any secre or oer~~ ~~ifti t iti kh di t t ifti di dlt~~
	~~normaon as o, any nvenon, now-ow, evce, secre, sysem, process, normaon, scovery or eveopmen~~ ~~d t i dl t li i t f thi t t t th t~~
	~~an o use, exercse, eveop, or gran cences n respec o, or oerwse urn o accoun, e propery,~~ ~~rights, technology, or information so acquired.~~ ~~T th bi f di ltt h lt d bk f ht kid t i~~
~~()~~ ~~29~~	~~o carry on e usness o avsers, consuans, researcers, anayss an roers o wasoever n or naure n~~ ~~ll bh f td idt d fi d t id th ii f d~~
	~~a rances o rae, commerce, nusry an nance, an o prove or procure e provson o every an any~~ ~~service or facility required by any person, firm or company.~~ ~~T bi i bk d t d diti t i ll l f i d~~
~~()~~ ~~30~~	~~o carry on usness as nsurance roers an agens, an unerwrng agens n a casses o nsurance an as~~ ~~i di d ltt i d itt di ltt dt d~~
	~~nsurance avsers an consuans, pensons an nvesmen avsers, consuan assessors, average ajusers an~~ ~~t bk t th bi f i d t i ll it bh ldi~~
	~~morgage roers; o carry on e usness o an nsurance an guaranee company n a s rances (excung~~ ~~fire, life and marine insurance).~~ ~~T ll f th bi f htli d tt d it d~~
~~()~~ ~~31~~	~~o carry on a or any o e usnesses o oeers an resauraeurs, an propreors, sponsors an managers~~ ~~of clubs, marinas, stadia and all kinds of sporting, competitive and leisure activities.~~ ~~T bi f i dl i d bd f litk htiltit d kt d~~
~~()~~ ~~32~~	~~o carry on usness as armers, grazers, eaers n an reeers o vesoc, orcuurss an mare gareners.~~ ~~T ll f th bi f it blih di dht lit~~
~~()~~ ~~33~~	~~o carry on a or any o e usnesses o prners, pusers, esgners, raugsmen, journass, press~~ ~~d lit t tit d tl t d t dti dtii d kti t d~~
	~~an erary agens, ours an rave agens an operaors, aversers, aversng an mareng agens an~~ ~~tt l d til tti tit lt dt illtt hth~~
	~~conracors, persona an promoona represenaves, arss, scupors, ecoraors, usraors, poograpers,~~ ~~film makers, producers and distributors, publicity agents and display specialists.~~ ~~To enter into, carry on and participate in financial transactions and operations of all kinds.~~ ~~T th bi tiit d d t thi hih i th ii f th dit f th~~
~~()~~ ~~34~~
~~()~~ ~~35~~	~~o carry on any oer usness or acvy an o any ac or ng wc n e opnon o e recors o e~~ ~~C i b bl f bi itl id d i ti ith f th b~~
	~~ompany s or may e capae o eng conveneny carre on or one n connecon w any o e aove, or~~ ~~likl ditl iditl t h th l f d fitbl ll t f th C’~~
	~~ey recy or nrecy o enance e vaue o or rener more proae a or any par o e ompanys~~ ~~property or assets or otherwise to advance the interests of the Company or its Members.~~ ~~T id t ffi til d bi i t fi d t~~
~~()~~ ~~36~~	~~o prove agency, corporae, oce, secreara an usness servces o any person, rm or company, an o~~ ~~t i dit ffi tdi d tt f kid d t dtk d t~~
	~~ac as nomnee, recor, ocer, manager, cusoan an rusee o any n an o unerae an execue any~~ ~~trust.~~ ~~T t it il th t ith t thit iil~~
~~()~~ ~~37~~	~~o ener no any commerca or oer arrangemens w any governmen or auory, supreme, muncpa,~~ ~~ll thi l ith ti d t bti t it lilti~~
	~~oca or oerwse, aso w any corporaon, company or person an o oan or ener no any egsaon,~~ ~~d ht tt d iht iil li fhi it d i f~~
	~~orers, carers, conracs, ecrees, rgs, prveges, cences, rancses, perms an concessons or any~~ ~~d t t i d l ith th d t k t t it~~
	~~purpose an o carry ou, exercse an compy w e same an o mae, execue, ener no, commence, carry~~ ~~t d dfd ll t tt t titi ll d th di i~~
	~~on, prosecue an een a seps, conracs, agreemens, negoaons, ega an oer proceengs, compromses,~~ ~~t d h d t d ll th t tt d thi hih hll t ti~~
	~~arrangemens an scemes an o o a oer acs, maers an ngs wc sa a any me appear~~ ~~conducive or expedient for the advantage or protection of the Company.~~ ~~T it i ld d d d t d id dit d fiil th dti t~~
~~()~~ ~~38~~	~~o nves n, en an avance money an gran an prove cre an nanca or oer accommoaon o any~~ ~~person, firm or company.~~ ~~T b i i h th C hll thik fit d i til b th i hth t~~
~~()~~	~~o orrow or rase money n suc manner as e ompany sa n an n parcuar y e ssue (weer a~~ ~~t i dit d f h idti th C thik fit f bd dbt~~
	~~par or a a premum or scoun an or suc conseraon as e ompany may n ) o ons, eenures~~ ~~dbt tk bl t b thi t h tl thi d if~~
	~~or, eenure soc (payae o earer or oerwse), morgages or carges, perpeua or oerwse, an~~ ~~th C thik fit hd ll f th C’ t bth t d ft d~~
	~~e ompany ns carge upon a or any o e ompanys propery (o presen an uure) an~~ ~~dtki ildi it lld itl d fth if thht fit tibl it tk h f th~~
	~~unerang ncung s uncae capa an urer, so oug , convere no any soc or sares o e~~ ~~C th d lltll fth t bliti f th C b tt~~
	~~ompany or any oer company, an coaeray or urer o secure any ogaons o e ompany y a rus~~ ~~deed or other assurance.~~

– 24 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

~~39~~	~~T t i iditi id it hth b l t b t h~~
~~()~~ ~~40~~	~~o guaranee or gve nemnes or prove secury, weer y persona convenan or y morgage or carge~~ ~~ll t f th dtki t d t t d ft d th lld itl f th~~
	~~upon a or any par o e unerang, propery an asses (presen an uure) an e uncae capa o e~~ ~~C b ll h thd d hth ith itht idti f th f f~~
	~~ompany, or y a or any suc meos, an weer w or wou conseraon, or e perormance o any~~ ~~tt bliti d th t f itl iil tth ith i d diidd~~
	~~conracs or ogaons, an e paymen o capa or prncpa (ogeer w any premum) an vens or~~ ~~itt h dbt th iti f d thi t t d it fi~~
	~~neres on any sares, eenures, or oer secures, o, an oerwse o suppor an asss, any person, rm~~ ~~ildi itht liiti th lit f th fi hih i f th ti bi~~
	~~or company ncung (wou mng e generay o e oregong) any company wc s or e me eng~~ ~~hldi f th C th bidi f h hldi i thi llid~~
	~~a ong company o e ompany or anoer susary o any suc ong company or s oerwse ae~~ ~~t itd ith th C h bidi hldi i bi thi bt~~
	~~o or assocae w e ompany or any suc susary or ong company n usness or oerwse, u so~~ ~~tht thi i thi Cl hll thi th i b th C f i bi d tht~~
	~~a nong n s ause sa auorse e carryng on y e ompany o an nsurance usness an so a~~ ~~itht di t th tti f th Cl hf thi Cl hll b td bth t~~
	~~(wou prejuce o e consrucon o any oer ause ereo) s ause sa e consrue o as a separae~~ ~~and independent object of the Company and as a power ancillary to the other objects of the Company.~~ ~~T tk t i i t f d ll ibl ik hih fft th C th~~
~~()~~ ~~41~~	~~o ae ou nsurance n respec o any an a nsurae rss wc may aec e ompany or any oer~~ ~~d t fft i d t th i thf i t f th lif f~~
	~~company or person an o eec nsurance (an o pay e premums ereor) n respec o e e o any person~~ ~~d t fft i d ti bt bi ti t fi lif i i~~
	~~an o eec re-nsurance an couner-nsurance, u no usness amounng o re, e or marne nsurance~~ ~~business may be undertaken.~~ ~~T d k t d tit dit t i h thi i h~~
~~()~~ ~~42~~	~~o raw, mae, accep, enorse, negoae, scoun, execue, ssue, purcase or oerwse acqure, excange,~~ ~~d t k d hld h ll d thi dl i bill f h h~~
	~~surrener, conver, mae avances upon, o, carge, se an oerwse ea n s o excange, ceques,~~ ~~i t d th tibl itt d bill f ldi t d th itt lti t~~
	~~promssory noes, an oer negoae nsrumens an s o ang, warrans, an oer nsrumens reang o~~ ~~goods.~~ ~~T tblih d t id i th tbliht d t f iti ititti fd tt d~~
~~()~~ ~~43~~	~~o esas an suppor or a n e esasmen an suppor o assocaons, nsuons, uns, russ, an~~ ~~i lltd t bfit l dit t l dit f th C f~~
	~~convenences cacuae o ene empoyees or recors or pas empoyees or recors o e ompany or o~~ ~~it d i bi th ddt i f h d t bib t~~
	~~s preecessors n usness, or e epenans or connexons o any suc persons; an o suscre or guaranee~~ ~~money for charitable or benevolent objects, or for any exhibition, or for any public, general, or useful object.~~ ~~T i ti th ti d i h iti i th th~~
~~()~~ ~~44~~	~~o gve any remuneraon or oer compensaon or rewar (n cas or secures or n any oer manner e~~ ~~Dit thik fit t f i dd t b dd i th dt f th~~
	~~recors may n ) o any person or servces renere or o e renere n e conuc or course o e~~ ~~C’ bi i li i biti f thi iti i th i f iti~~
	~~ompanys usness or n pacng or procurng suscrpons o or oerwse asssng n e ssue o any secures~~ ~~f th C th fd td b th C i hih th C b~~
	~~o e ompany or any oer company orme or promoe y e ompany or n wc e ompany may e~~ ~~interested or in or about the formation or promotion of the Company or any other company as aforesaid.~~ ~~T t i ll titi d th t d bfit f ht t t~~
~~()~~ ~~45~~	~~o gran or procure pensons, aowances, graues an oer paymens an enes o wasoever naure o~~ ~~f d t k t td i th t likl t bfit~~
	~~or or any person an o mae paymens owars nsurances or oer arrangemens ey o ene any person or~~ ~~advance the interests of the Company or of its members.~~ ~~T ll lii iidtl t th fti d ti f th C th~~
~~()~~ ~~46~~	~~o pay a expenses premnary or ncena o e ormaon an promoon o e ompany or any oer~~ ~~company and the conduct of the business of the Company or any other company.~~ ~~To procure the Company to be registered or recognised in any territory.~~ ~~T i d idi bi tiit f th C d t l itti f~~
~~()~~ ~~47~~
~~()~~ ~~48~~	~~o cease carryng on an wnng up any usness or acvy o e ompany, an o cance any regsraon o~~ ~~and to wind up and procure the dissolution of the Company in any territory.~~ ~~T ditibt t f th dtki t d t f th C it dit d b i~~
~~()~~ ~~49~~	~~o srue any par o e unerang, propery an asses o e ompany among s creors an memers n~~ ~~i i kid bt tht ditibti ti t dti f itl b d itht th ti~~
	~~spece or n n u so a no sruon amounng o a reucon o capa may e mae wou e sancon~~ ~~(if any) for the time being required by law.~~ ~~T it t t d tt t d ll f th b tt d thi bhlf f~~
~~()~~	~~o appon agens, expers an aorneys o o a or any o e aove maers an ngs on ea o~~ ~~th C thi tt f hih th C t t i i th ht~~
	~~e ompany or any ng or maer or wc e ompany acs as agen or s n any oer way wasoever~~ ~~interested or concerned in any part of the world.~~

– 25 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• ~~(50) To do all and any of the above matters or things in any part of the world and either as principal, agent, contractors, trustee or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others, and generally upon such terms and in such manner and for such consideration and security (if any) as the Company shall think fit including the issue and allotment of securities of the Company in payment or part payment for any property acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other-purpose.~~

• ~~(51) To do all such acts or things as are incidental or conducive to the attainment of the above objects or any of them.~~

~~And it is hereby declared that the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be independent main objects and shall be in nowise limited or restricted by reference to or inference from the terms of any other paragraph.~~

~~4. The liability of the members is limited.~~

• ~~*5. The capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each and the Company shall have power to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified, or other special rights, privileges, restrictions or conditions.~~

• ~~*Notes:– 1. By an ordinary resolution of the Company passed on 14th October, 1987, the authorised share capital of the Company was increased from HK$10,000.00 to HK$20,000,000.00 by the creation of an additional 19,990,000 shares of HK$l.00 each.~~

• ~~2. By an ordinary resolution No. 1 passed on 29th March, 1988, each of the existing issued and unissued shares of HK$l.00 each in the share capital of the Company was subdivided into and redesignated as 5 shares of HK$0.20 each.~~

• ~~3. By an ordinary resolution No. 4 passed on 29th March, 1988, the authorised share capital of the Company was conditionally increased from HK$20,000,000.00 to HK$50,000,000.00 by the creation of 150,000,000 shares of HK$0.20 each.~~

• ~~4. By an ordinary resolution No. 5 passed on 29th March, 1988, the authorised share capital of the Company was further conditionally increased from HK$50,000,000.00 to HK$160,000,000.00 by the creation of an additional 550,000,000 shares of HK$0.20 each.~~

• ~~5. By an ordinary resolution No. (a) passed on 25th January, 1991, the authorised share capital of the Company was increased from HK$160,000,000.00 to HK$200,000,000.00 by the creation of an additional 200,000,000 shares of HK$0.20 each.~~

• ~~6. By an ordinary resolution No.1 passed on 24th January, 1995, the authorised share capital of the Company was increased from HK$200,000,000.00 to HK$280,000,000.00 by the creation of an additional 400,000,000 shares of HK$0.20 each.~~

– 26 –

APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

==> picture [429 x 301] intentionally omitted <==

----- Start of picture text -----

We, the several persons, whose names, addresses and descriptions are hereto subscribed, are desirous of being formed
into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in
the capital of the Company set opposite to our respective names:–
Number of
Names, Addresses and Descriptions of Subscribers Shares taken by
each Subscriber
(Sd.) CHOI KIN CHUNG One
CHOI KIN CHUNG（蔡建中）
9th Floor,
8C, Homantin Street,
Kowloon.
Merchant
(Sd.) HA CHUNG FONG One
HA GEfUNG FONG（夏松芳）
9th Floor,
8B, Homantin Street,
Kowloon.
Merchant
Total Number of Shares Taken... Two
----- End of picture text -----

~~Dated the 25th day of March, 1985. WITNESS to the above signatures:–~~

~~(Sd.) Ophelia S. F. Yuen Secretary Rm. 1605 Sino Centre, 582-592 Nathan Road, Kowloon.~~

– 27 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

THE COMPANIES ORDINANCE (CHAPTER 62 ~~232)~~

Company Limited by Shares

~~NEW~~ ARTICLES OF ASSOCIATION

(As adopted by a Special Resolution passed on ~~29th March, 1988 and including all amendments up to 23rd January, 20062~~ 4th June 2016)

OF FOUNTAIN SET (HOLDINGS) LIMITED 褔田實業（集團）有限公司

~~Table A~~ ~~M~~ odel Articles

1. The ~~regulations p~~ rovisions contained in Schedule 1 of the Companies (Model Articles) Notice (Chapter 622H of the laws of Hong Kong) ~~Table A in the First Schedule to the Companies Ordinance~~ shall not apply to the Company.

Other ~~regulations~~ provisions excluded.

Interpretation

2.	The marginal notes to these Articles shall not be deemed to be part of these Articles and shall not affect their interpretation and in the interpretation of these Articles, unless there be something in the subject or context inconsistent therewith:– “these Articles” or “thesepresents” shall mean these Articles of Association in theirpresent form and all supplementary,amended or substituted articles for the time beingin force; “associate” shall have the same meaning ascribed to it under the Listing Rules; “associated company” shall have the same meaning given to it under Section 2 of the Companies Ordinance; ~~“subsidiary” shall have the same meaning ascribed to it under the Listing. Rules;~~ “Auditors” shall mean thepersons for the time being performingthe duties of that office; “Board” shall mean the Directors from time to time of the Companyor(as the context may require)the majorityof Directorspresent and votingat a meetingof the Directors; “business day” shall mean a daythat is not(a)ageneral holiday; (b)a Saturdayor Sundayor a black rainstorm warningdayorgale warningdayin HongKongas defined in Section 71(2) of the Interpretation and General Clauses Ordinance(Chapter 1 of the laws of HongKong); ~~“Hong Kong” shall mean the Hong Kong Special Administrative Region of The People’s~~ ~~Republic of China;~~ “call” shall include anyinstalment of a call; “capital” shall mean the share capital from time to time of the Company;	Interpretation. these Articles. thesepresents. ~~A~~ a ssociate. associated company.
		~~Subsidiary~~ Auditors. Board. business day. ~~Hong Kong~~ call. capital.

– 28 –

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

“clearing house” shall mean a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and any amendments thereto or re-enactments thereof for the time being in force;

“close associate” in relation to a Director, shall have the meaning given to it under the Listing Rules;

Chairman. clearing house. close associate.

~~‘’“~~ the Company” or “this Company” shall mean FOUNTAIN SET (HOLDINGS) LIMITED 褔田實業（集團）有限公司;

the Company.

“the Companies Ordinance” or “the Ordinance” shall mean the Companies Ordinance (Chapter ~~32 6~~ 22 of the laws of Hong Kong) and any amendments thereto or re-enactment thereof for the time being in force and includes every other ordinance incorporated therewith or substituted therefor and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance;

the Companies Ordinance. the Ordinance.

“Companies(WindingUpand Miscellaneous Provisions)Ordinance” shall mean the Companies(WindingUpand Miscellaneous Provisions)Ordinance(Chapter 32 of the laws of HongKong)and anyamendments thereto or re-enactment thereof for the time beingin force and includes everyother ordinance incorporated therewith or substituted therefor; “CompanySecretary” shall mean theperson for the time being performingthe duties of that office; “DeputyChairman” shall mean the deputyChairman of the Companyappointed bythe Board; “Director(s)” shall mean the director(s)for the time beingof the Company; “dividend” shall include scripdividends,distributions in specie or in kind,capital distributions and capitalisation issues,if not inconsistent with the subject or context; “dollars” shall mean dollars in the lawful currencyof HongKong; ~~“these Articles” or “these presents” shall mean these Articles of Association in their present~~ ~~form and all supplementary, amended or substituted articles for the time being in force;~~ ~~“capital” shall mean the share capital from time to time of the Company;~~ ~~“share” shall mean share in the capital of the Company and includes stock except where a~~ ~~distinction between stock and shares is expressed or implied;~~ ~~“shareholders” or “members” shall mean the duly registered holders from time to time of the~~ ~~shares in the capital of the Company;~~ ~~“clearing house” shall mean a recognised clearing house within the meaning of the Securities~~ ~~and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any amendments~~ ~~thereto or re-enactments thereof for the time being in force;~~ ~~“the register” shall mean the register of members and includes any branch register to be kept~~ ~~pursuant to the provisions of the Companies Ordinance;~~	Companies(Windin
	Upand Miscellaneo
	Provisions)Ordinan
	CompanySecretary.
	DeputyChairman. Director. dividend. dollars. ~~these Articles.~~ ~~these presents~~ ~~Capital.~~ ~~share.~~ ~~shareholders.~~ ~~members.~~ ~~Clearing house.~~ ~~the register.~~

Companies (Winding Up and Miscellaneous Provisions) Ordinance.

– 29 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

~~“the Board” shall mean the Directors from time to time of the Company or (as the context~~ ~~may require) the majority of Directors present and voting at a meeting of the Directors;~~ ~~“Secretary” shall mean the person or corporation for the time being performing the duties of~~ ~~that office;~~ ~~“Auditors” shall mean the persons for the time being performing the duties of that office;~~ ~~“the Chairman” shall mean the Chairman presiding at any meeting of members or of the~~ ~~Board;~~ ~~“call” shall include any instalment of a call;~~ ~~“seal” shall mean the common seal from time to time of the Company and includes, unless~~ ~~the context otherwise requires, any official seal that the Company may have as permitted by~~ ~~these Articles and the Ordinance;~~ ~~“dividend” shall include scrip dividends, distributions in specie or in kind, capital~~ ~~distributions and capitalisation issues, if not inconsistent with the subject or context;~~ ~~“dollars” shall mean dollars in the lawful currency of Hong Kong;~~ ~~“month” shall mean a calendar month;~~ “electronic communication” shall mean a communication sent by electronic transmission in any form through any medium; ~~“Entitled Person” shall mean an “entitled person” as defined under the Companies~~ ~~Ordinance;~~ “HongKong” shall mean the HongKongSpecial Administrative Region of The People’s Republic of China; “~~the~~ ~~L~~isting Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and any amendments thereto for the time being in force; “month” shall mean a calendar month; “newspaper” shall mean a newspaperpublished dailyand circulating generallyin Hong Kong; “ordinaryresolution” shall have the meaning given to it under Section 563 of the Companies Ordinance; “register” shall mean the register of members and includes anybranch register to be kept pursuant to theprovisions of the Companies Ordinance; ~~“relevant financial documents” shall mean the “relevant financial documents” as defined~~ ~~under the Companies Ordinance;~~ “reportingdocuments” shall have the meaning given under Section 357(2)of the Companies Ordinance;

~~Board.~~ ~~Secretary.~~ ~~Auditors.~~ ~~Chairman.~~ ~~call.~~ ~~seal.~~ ~~dividend.~~ ~~dollars.~~ ~~month.~~ electronic communication. ~~Entitled Person.~~ HongKong. Listing Rules. month. newspaper. ordinaryresolution. register. ~~relevant financial~~ ~~documents.~~ reportingdocuments.

– 30 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

“seal” shall mean the common seal from time to time of the Company and includes, unless the context otherwise requires, any official seal that the Company may have as permitted by these Articles and the Ordinance;

“share(s)” shall mean the existing share(s) in the capital of the Company and shall includes, where applicable, all such additional share(s) of the Company in the same, or different class, issued, allotted or otherwise converted from time to time in accordance with these Articles ~~stock except where a distinction between stock and shares is expressed or implied;~~

“shareholder(s)” or “member(s)” shall mean the duly registered holders from time to time of the shares in the capital of the Company;

“special resolution” shall have the meaning given to it under Section 564 of the Companies Ordinance;

“Statutes” mean the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance and any amendments thereto or re-enactment thereof and any subsidiary legislation thereto for the time being in force and every other ordinance for the time being in force concerning companies and affecting the Company;

“subsidiary” shall have the same meaning ascribed to it under the Listing. Rules;

“summary financial report” shall have the meaning given to it ~~the “summary financial report” as defined~~ under Section 357 of the Companies Ordinance;

“writing” and “printing” shall include written or printed or printed by lithography or printed by photography or typewritten or produced by any other modes of representing words or figures in a visible form or, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or partly in one visible form and partly in another visible form;

“%” shall mean per cent;

words denoting the singular shall include the plural and words denoting the plural shall include the singular;

words importing any gender shall include every gender; and

words importing person shall include partnerships, firms, companies and corporations.

Subject as aforesaid, any words or expressions defined in the Ordinance (except any statutory modification thereof not in force when these Articles become binding on the Company) shall, if not inconsistent with the subject and/or context, bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in Hong Kong or elsewhere.

seal.

share.

shareholders. members.

special resolution.

Statutes.

subsidiary.

summary financial report.

writing. printing.

%.

singular and plural.

gender.

persons. companies.

Ordinance to bear same meaning in Articles.

References to any Article by number are to the particular Article of these Articles.

References to a document being executed include references to it being executed under hand or under seal or, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, by electronic signature or by any other method. References to a document, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, include references to any information in visible form whether having physical substance or not.

document being executed and document.

– 31 –

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

==> picture [426 x 579] intentionally omitted <==

----- Start of picture text -----

Company Name
2A. The name of the Company is “ FOUNTAIN SET (HOLDINGS) LIMITED 福田實業（集 Company name.
團）有限公司”.
Liability of Members
2B. The liability of the members is limited. Liability of Members.
Share Capital and Modification of Rights
3. The authorised share capital of the Company at the date of adoption of this Article is Authorised share capital.
HK$160,000,000 divided into 800,000,000 shares of HK$0.20 each.
3 A . Subject to these Articles and Ww ithout prejudice to any special rights or restrictions for Issue of shares.
the time being attaching to any shares or any class of shares, any share may be issued upon
such terms and conditions and with such preferred, deferred or other special rights, or such
restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the
Company may from time to time by ordinary resolution determine (or, in the absence of any
such determination or so far as the same may not make specific provision, as the Board may
determine) and any preference share may, with the sanction of a special resolution, be issued
on the terms that it is, or at the option of the Company or the holder thereof is liable, to be
redeemed.
4. The Board may issue warrants to subscribe for any class of shares of securities of the Warrants.
Company on such terms as it may from time to time determine. Where warrants are issued to
bearer, no new warrant, shall be issued to replace one that has been lost unless the Board is
satisfied beyond reasonable doubt that the original has been destroyed and the Company has
received an indemnity in such form as the Board shall think fit with regard to the issue of any
such new warrant.
5. (A) Without prejudice to any special rights conferred on the holders of any existing How rights of shares may
shares, the shares in the original or any increased capital of the Company may, be modified.
subject to the provisions of the Companies Ordinance, be divided into different
classes of shares as the Company may from time to time determine by a special
resolution in an extraordinary general meeting.
(B) All or any of the special rights (unless otherwise provided for by the terms of
issue) attached to the shares or any class of the shares (if the capital is divided into
different classes of shares) may, subject to the provisions of Section 64 182 of the
Companies Ordinance, be varied or abrogated either with the consent in writing of
the holders of not less than seventy five per cent. (75%) of the total voting rights
attaching to the three-fourths in nominal value of the issued shares or (if the capital
is divided into different classes of shares) issued s hares of that class or with the
sanction of a special resolution passed at a separate general meeting of the holders
of the shares or (if the capital is divided into different classes of shares) shares of
that class. To every such separate general meeting the provisions of these Articles
relating to general meetings shall mutatis mutandis apply, but so that the necessary
quorum shall be not less than two (2) persons holding or representing by proxy one-
third (1/3) of the total voting rights attaching to the shares in nominal value of the
issued shares of that class, and at an adjourned meeting one person holding shares
of that class or his proxy, and that any holder of shares of the class present in person
or by proxy may demand a poll.
----- End of picture text -----*

– 32 –

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• ~~The authorised share capital as at the date of reprinting these Articles of Association is HK$280,000,000.00 divided into 1,400,000,000 shares of HK$0.20 each. Please refer to the clause 5 of the Memorandum of Association for details of the authorised share capital.~~

• (C) The provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied.

• (D) The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking pari passu therewith.

Shares and Increase of Capital

1. The Company may exercise any powers conferred on the Company or permitted by or not prohibited by or not inconsistent with the Ordinance or any other applicable ordinance, statute, act or law from time to time to acquire shares in the Company or to give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, 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 and should the Company acquire its own shares neither the Company nor the Board shall be required to select the shares to be acquired rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such acquisition or financial assistance shall only be made or given in accordance with the Statutes and/or any relevant rules or regulations in force in Hong Kong ~~issued by The Stock Exchange of Hong Kong Limited or the Securities and Futures Commission~~ from time to time.

Company’s power to purchase or to finance the purchase of its own shares.

For the purpose of this Article. “shares” include shares, warrants and any other securities convertible into shares which are issued from time to time by the Company. 7. The Company in general meeting may from time to time ~~, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up,~~ by ~~Oo~~ rdinary ~~Rr~~ esolution increase its share capital by the creation of new shares ~~, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.~~

~~pP~~ ower to increase capital.

1. Any new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Companies Ordinance and of these Articles, as the Board shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a special or without any right of voting.

On what conditions new shares may be issued.

1. The Company may by ordinary resolution, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, ~~and either at par or at a premium, t~~ o all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares ~~. but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same~~ .

When to be offered to existing members.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

10. 11. 12. 13. 14. 15.	Except so far as otherwise provided by the conditions of issue or by these Articles, all ~~any~~ ~~capital raised by the creation of new shares shall be treated as if it formed part of the original~~ ~~capital of the Company and such~~ shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise. Subject to the provisions of the Companies Ordinance (and in particular Section 140 ~~57B~~ thereof) and of these Articles and anyresolution of the Companyrelatingthereto, ~~relating to~~ ~~new shares, all unissued shares in the Company shall be at the disposal of~~ ~~t~~he Board~~, which~~ may offer, allot(with or without conferringa right of renunciation) ,grant options over or otherwise dispose of anyshare of the Company ~~them~~ to such persons, at such times, for such consideration and generally on such terms as the Board shall in its absolute discretion think fit~~, but so that no shares shall be issued at a discount, except in accordance with the~~ ~~provisions of the Companies Ordinance~~ ~~.~~ The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies Ordinance shall be observed and complied with, and in each case the commission shall not exceed ten per cent. (10%) of the price at which the shares are issued. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period, the Company may pay interest on so much of that share capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in the Companies Ordinance, and may charge the sum so paid by way of interest to capital as part of the cost of construction of the works or buildings or the provision of plant. Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any share except an absolute right to the entirety thereof of the registered holder. Register of Members and Share Certificates (A) The Board shall cause to be kept a register of the members and there shall be entered therein the particulars required under the Companies Ordinance. (B) Subject to the provisions of the Companies Ordinance, if the Board considers it necessary or appropriate, the Company may establish and maintain a branch register of members at such location outside Hong Kong as the Board thinks fit.	~~N h t f t f~~
		~~ew sares o orm par o~~ ~~original capital.~~ Shares at the disposal of the Board. Company may pay commission. Power to charge interest to capital. Company not to recognise trusts in respect of shares. Share register.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Every person whose name is entered as a member in the register shall be entitled to receive within such period of time as may be prescribed by the Companies Ordinance or the Listing Rules after allotment or lodgment of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or, if he so requests, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming the stock exchange board lot, upon-payment, (i) in the case of an allotment, of a fee of such sum as The Stock Exchange of Hong Kong Limited may determine to be the maximum payable or such lesser sum as the Board may determine for every certificate after the first; or (ii) in the case of a transfer, of a fee of such sum as The Stock Exchange of Hong Kong Limited may determine to be the maximum payable or such lesser sum as the Board may determine for every certificate, such number of certificates for shares in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.

Share certificates.

1. Every certificate for shares or debentures or representing any other form of securities of the Company shall be issued under the seal of the Company, which for this purpose may be any official seal as permitted by Section 126 ~~73A~~ of the Ordinance.

2. Every share certificate hereafter issued shall specify the number and class and distinguishing numbers (if any) of the shares in respect of which it is issued ~~and the amount paid thereon~~ and may otherwise be in such form as the Board may from time to time prescribe and as the Statutes and the Listing Rules permit. If at any time the share capital of the Company is divided into different classes of shares, every share certificate shall comply with Section 179 ~~57A~~ of the Ordinance. A share certificate shall relate to only one class of shares.

Share certificate to be sealed. Every certificate to specify number and class of shares. ~~.~~

1. (A) The Company shall not be bound to register more than four persons as joint holders of any share.

(B) If any share shall stand in the names of two (2) or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the share.

1. If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding such sum as The Stock Exchange of Hong Kong Limited may determine to be the maximum payable or such lesser sum as the Board may determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

Joint holders. Replacement of share certificates.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

21. 22. 23. 24. 25. 26.

Lien The Company shall have a first and paramount lien on every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Article. Company’s lien. Lien extends to dividends and bonuses. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen(14) days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled by reason of such holder’s death, bankruptcy or winding-up to the shares. Sale of shares subject to lien. The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. Application of proceeds of such sale. Calls on Shares The Board may from time to time make such calls as it may think fit upon the members in respect of any monies unpaid on the shares held by them respectively~~(whether on account of~~ ~~the nominal value of shares or by way of premiums)~~ ~~a~~nd not by the conditions of allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments. Calls. Instalments. Fourteen(14) days’ notice at least of any call shall be given specifying the time and place of payment and to whom such call shall be paid. Notice of call. A copy of the notice referred to in Article 25 shall be sent to members in the manner in which notices may be sent to members by the Company as herein provided. Copy of notice to be sent to members.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

27. 28. 29. 30. 31. 32. 33. 34. 35.

In addition to the giving of notice in accordance with Article 26, notice of the person appointed to receive payment,if required bythe Companies Ordinance or determined by the Board, of every call and of the times and places appointed for payment may be given to the members by notice to be inserted in the newspapers or anyother form of advertisement as the Board maydetermine ~~once in The Hongkong Government Gazette and once at least~~ ~~in a leading English language daily newspaper and in a leading Chinese language daily~~ ~~newspaper circulating in Hong Kong~~ ~~.~~ Notice of call may be advertised. Every member upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the Board shall appoint. Every member liable to pay call at appointed time and place. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed. When call deemed to have been made. The joint holders of a share shall be severally as well as jointly liable for the payment of all calls and instalments due in respect of such share or other moneys due in respect thereof. Liability of joint holders. The Board may,subject to the Companies Ordinance, from time to time at~~their~~ its discretion extend the time fixed for any call, and may extend such time as regards all or any of the members, whom from residence outside Hong Kong or other cause the Board may deem entitled to any such extension but no member shall be entitled to any such extension except as a matter of grace and favour. Board may extend time fixed for call. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest for the same at such rate not exceeding twenty per cent.(20%) per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part. Interest on unpaid calls. No member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another member) at any general meeting, either personally, or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other privilege as a member until all calls or instalments due from him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid. Suspension of privileges while call unpaid. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution making the call is duly recorded in the minute book; and that notice of such call was duly given to the member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. Evidence in action for call. Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date,~~whether on account of the nominal value of the share and/or by way of premium,~~ shall for all purposes of these Articles be deemed to be a call duly made, notified, and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified. The Directors may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment. Sums payable on allotment deemed a call.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

Transfer of Shares

1. All transfers of shares may be effected by an instrument of transfer in the usual or common Form of transfer. form or in such other form as prescribed by The Stock Exchange of Hong Kong Limited or in such form as the Board may accept and may be under hand or, if the transferor or transferee is a clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the ~~Ll~~ aws of Hong Kong)) 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. All instruments of transfer must be left at the registered office or at such other place as the Board may appoint.

2. The instrument of transfer of any share shall be executed by or on behalf of the transferor Execution of transfer. and the transferee, provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The Board may also resolve, either generally or in any particular case, upon request by the transferor and/or transferee, to accept machine imprinted signature(s) on the instrument of transfer. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

3. The Board may, in its absolute discretion, and without assigning any reason, refuse to Directors may refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does register a transfer. not approve, and it may also refuse to register any transfer of any share to more than four (4) joint holders or any transfer of any share (not being a fully paid up share) on which the Company has a lien.

4. (A) The Board may also refuse to register any transfer ~~decline to recognise any~~ Requirements as to ~~instrument of transfer~~ unless:– transfer.

5. (i) a fee of such sum as The Stock Exchange of Hong Kong Limited may determine to be the maximum payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

6. (ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

7. (iii) the instrument of transfer is in respect of only one class of share;

8. (iv) the shares concerned are free of any lien in favour of the Company; and

9. (v) the instrument of transfer is properly stamped.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	(B) No transfer of a share(not beinga fully paid upshare)shall be made to an infant or	No transfer to an
	to aperson of unsound mind or under other legal disability.	infant,etc.
41.	If the Board shall refuse to register a transfer of any share, it shall, within two(2) months	Notice of refusal.
	after the date on which the transfer was lodged with the Company, send to each of the
	transferor and the transferee notice of such refusal. Upon request bythe transferor or
	transferee,the Board shall,within twenty-eight(28)days after receivingthe request,send to
	the transferor or transferee(as the case maybe)a statement of the reason(s)of refusal.
42.	Upon every transfer of shares the certificate held by the transferor shall be given up to	Certificate to be given
	be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be	upon transfer.
	issued upon receipt of a fee of such sum as The Stock Exchange of Hong Kong Limited may
	determine to be the maximum payable or such lesser sum as the Board may determine to the
	transferee in respect of the shares transferred to him, and if any of the shares included in the
	certificate so given up shall be retained by the transferor a new certificate in respect thereof
	shall be issued to him upon receipt of a fee of such sum as The Stock Exchange of Hong
	Kong Limited may determine to be the maximum payable or such lesser sum as the Board
	may determine. The Company shall also retain the transfer.
43.	The registration of transfers may be suspended and the register closed at such times and	When transfer books and
	for such periods as the Board may from time to time determine, provided always that such	register may be closed.
	registration shall not be suspended or the register closed for more than thirty(30) days in any
	year or, with the approval of the Company in general meeting, sixty(60) days in any year.
43A.	The Companymayin respect of the registration of any grant ofprobate,letters of
	administration,certificate of marriage or death, power of attorney,stopnotice,order of court
	or other document relatingto or affectingthe title to anyshare charge a fee as the Board may
	determine(which shall not exceed the maximum fees as maybeprescribed byThe Stock
	Exchange of HongKongLimited from time to time).
	Transmission of Shares
44.	In the case of the death of a member, the survivor or survivors where the deceased was a joint	Death of registered holder
	holder, and the legal personal representatives of the deceased where he was a sole or only	or of joint holder of
	surviving holder, shall be the only persons recognised by the Company as having any title to	shares.
	his interest in the shares; but nothing herein contained shall release the estate of a deceased
	holder (whether sole or joint) from any liability in respect of any share solely or jointly held
	by him.
45.	Any person becoming entitled to a share in consequence of the death or bankruptcy or	Registration of personal
	winding-up of a member may, upon such evidence as to his title being produced as may from	representatives and
	time to time be required by the Board, and subject as hereinafter provided, elect either to be	trustees in bankruptcy.
	registered himself as holder of the share or to have some person nominated by him registered
	as the transferee thereof.
46.	If the person so becoming entitled shall elect to be registered himself, he shall deliver or send	Notice of election to be
	to the Company a notice in writing signed by him stating that he so elects. If he shall elect to	registered.
	have his nominee registered, he shall testify his election by executing a transfer of such share
	to his nominee. All the limitations, restrictions and provisions of these presents relating to	Registration of nominee.

1. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such share to his nominee. All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

47. 48. 49. 50. 51. 52.

A person becoming entitled to a share by reason of the death, bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have~~effectually~~ effectively transferred such share, but, subject to the requirements of Article 80 being met, such a person may vote at meetings. Retention of dividends, etc., until transfer or transmission of shares of a deceased or bankrupt member. Forfeiture of Shares If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, without prejudice to the provisions of Article 33, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. If call or instalment not paid notice may be given. The notice shall name a further day (not earlier than the expiration of fourteen(14) days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made, such place being either the registered office of the Company, or some other place at which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. Form of notice. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender. If notice not complied with shares may be forfeited. Any share so forfeited shall be deemed to be the property of the Company, and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit. Forfeited shares to become property of Company. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding twenty per cent.(20%) per annum as the Board may prescribe, and expenses incurred in respect thereof, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture,~~whether on account of the nominal~~ ~~value of the share or by way of premium,~~ ~~s~~hall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment. Arrears to be paid notwithstanding forfeiture.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. A statutory declaration in writing that the declarant is a Director or the Company Secretary ~~of the Company,~~ and that a share in the Company has been duly forfeited or surrendered or sold to satisfy a lien of the Company pursuant to these Articles on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

Evidence of forfeiture and transfer of forfeited share.

1. When any share shall have been forfeited, notice of the resolution shall be given to the Notice after forfeiture. member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. 55. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any Power to redeem forfeited shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the shares. forfeiture on such terms as the Board thinks fit or permits the share so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit. 56. The forfeiture of a share shall not prejudice the right of the Company to any call already Forfeiture not to prejudice made or instalment payable thereon. Company’s right to call or instalment. 57. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of Forfeiture for nonany sum which, by the terms of issue of a share, becomes payable at a fixed time, ~~whether~~ payment of any sum due ~~on account of the nominal value of the shareor by way of premium,~~ as if the same had been on shares. payable by virtue of a call duly made and notified. ~~Stock~~ 58. (Intentionally left blank). ~~The Company may by ordinary resolution convert any fully paid Power to convert into up shares into stock, and may from time to time by like resolution reconvert any stock into stock. fully paid up shares of any denomination. After the passing of any resolution converting all the fully paid up shares of any class into stock any shares of that class which subsequently become fully paid up and rank pari passu in all other respects with such shares shall, by virtue of this Article and such resolution, be converted into stock transferable in the same units as the shares already converted.~~ 59. (Intentionally left blank). ~~The holders of stock may transfer the same or any part thereof in Transfer of stock. the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock~~

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

1. (Intentionally left blank). ~~The holders of stock shall, according to the amount of the stock Rights of stockholders held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.~~ 61. (Intentionally left blank). ~~Such of the provisions of these presents as are applicable to paid Interpretation up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.~~ Alteration of Capital 62. (A) The Company may from time to time alter its capital by any one or more ways as permitted by the Statutes. ~~by Ordinary Resolution:– (i) consolidate or divide all or any of its share capital into shares of larger or Consolidation and smaller amount than its existing shares; on any consolidation of fully paid division of capital shares into shares of larger amount, the Board may settle any difficulty and sub-division and which may arise as it thinks expedient and in particular (but without cancellation of shares prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit; (ii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and (iii) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Ordinance, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares.~~

(B) The Company may by special resolution reduce its share capital ~~, any capital redemption reserve fund or any share premium account~~ in any manner authorised and subject to any conditions prescribed by ~~lawt~~ he Statutes.

Reduction of capital.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

General Meetings

63. 64. 65. 66. 67.	The Company shall in each financial year hold~~a general meeting as its~~ ~~a~~n annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it in accordance with the requirements of the Statutes ~~; and not more than~~ ~~fifteen months shall elapse between the date of one annual general meeting of the Company~~ ~~and that of the next~~ ~~.~~The annual general meeting shall,subject to the Statutes and these Articles, be held at such time and place as the Board shall appoint. Any general meetingmaybe held at more than oneplaceprovided that such technologyis used which enables the members in differentplaces to listen,speak and vote at the meeting. The meetingshall be deemed to takeplace at the meetinglocation at which the Chairman is present. ~~All general meetings other than annual general meetings shall be called extraordinary~~ ~~general meetings.~~ The Board may, whenever it thinks fit, convene a ~~an extraordinary~~ general meeting. ~~, and~~ ~~extraordinary general meetings shall also be convened on~~ The Board mayalso convene ageneral meetingupon any requisition from the members made in accordance with ~~, as~~ ~~provided by~~ the Companies Ordinance, or, in default, ageneral meeting may be convened by ~~the~~ ~~r~~equisitionists in accordance with the Companies Ordinance . An annual general meeting~~and a meeting called for the passing of a special resolution~~ shall be called by twenty-one(21) days’ notice in writing at the least, and a meeting of the Company other than an annual general meeting~~or a meeting for the passing of a special~~ ~~resolution~~ ~~s~~hall be called by at least fourteen(14) days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which the meetingis convened ~~it is given~~ ~~,~~and shall specify the place, the~~day~~ ~~d~~ate and the hour of meeting and,~~in case of special business,~~ ~~t~~he general nature of~~that~~ ~~t~~he business to be dealt with in the meeting ,and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that subject to the provisions of the Companies Ordinance, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:– (i) in the case of an ~~a meeting called as the~~ ~~a~~nnual general meeting, by all the members entitled to attend and vote thereat; and (ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together~~holding~~ representing not less than ninety-five per cent.(95%)of the total votingrights attachingto the shares of all the members havingthe rights to vote at the meeting ~~in~~ ~~nominal value of the shares giving that right~~ ~~.~~ If the meetingis to be held at more than oneplace,the notice of meetingshall specifythe principalplace of the meetingand the otherplace orplaces of the meeting. (A) The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting. (B) In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.	When annual general meeting to be held. ~~Extraordinary general~~ ~~meeting.~~ ~~M~~eetings at two or moreplaces. Convening of ~~extraordinary~~ general meeting. Notice of meetings. Omission to give notice.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Proceedings at General Meetings

68.	(Intentionallyleft blank). ~~All business shall be deemed special that is transacted at an~~	~~Special business.~~
	~~extraordinary general meeting, and also all business that is transacted at an annual general~~
	~~meeting with the exception of sanctioning dividends, the reading, considering and adopting~~	~~Business of annual~~
	~~of the accounts and balance sheet and the reports of the Directors and Auditors and other~~	~~general meeting.~~
	~~documents required to be annexed to the balance sheet, the election of Directors and~~
	~~appointment of Auditors and other officers in the place of those retiring, the fixing of the~~
	~~remuneration of the Auditors, and the voting of remuneration or extra remuneration to the~~
	~~Directors.~~
69.	For all purposes the quorum for a general meeting shall be two(2) members present in	Quorum.
	person or by proxy. No business shall be transacted at any general meeting unless the
	requisite quorum shall be present at the commencement of the business.
70.	If within fifteen minutes from the time appointed for the meeting a quorum is not present,	When if quorum not
	the meeting, if convened upon the requisition of members, shall be dissolved, but in any	present meeting to be
	other case it shall stand adjourned to the same day in the next week and at such time and	dissolved and when to be
	place as shall be decided by the Board, and if at such adjourned meeting a quorum is not	adjourned.
	present within fifteen minutes from the time appointed for holding the meeting, the member
	or members present in person shall be a quorum and may transact the business for which the
	meeting was called.
71.	The Chairman (if any) of the Directors or, if he is absent or declines to take the chair at such	Chairman of general
	meeting, the Deputy Chairman (if any) shall take the chair at every general meeting, or, if	meeting.
	there be no such Chairman or Deputy Chairman, or, if at any general meeting neither of such
	Chairman or Deputy Chairman, is present within fifteen minutes after the time~~appointed~~
	fixed for holding such meeting, or both such persons decline to take the chair at such
	meeting, the members present shall choose another Director as Chairman, and if no Director
	be present or if all the Directors present decline to take the chair or if the Chairman chosen
	shall retire from the chair, then the members present shall choose one of them ~~their own~~
	~~number~~ to be Chairman.
72.	The Chairman may,~~with the consent of any general meeting at which a quorum is present,~~	Power to adjourn general
	~~and shall, if so directed by the meeting~~ ~~a~~t anytime ,adjourn any meeting to another time	meeting business of
	and/orplace if he considers that it would facilitate the conduct of the business of the	adjourned meeting.
	meeting ~~from time to time and from place to place as the meeting shall determine~~ ~~.~~Whenever
	a meeting is adjourned for fourteen(14) days or more, at least seven(7) clear days’ notice,
	specifying the place, the day and the hour of the adjourned meeting shall be given in the
	same manner as in the case of an original meeting but it shall not be necessary to specify
	in such notice the nature of the business to be transacted at the adjourned meeting. Save as
	aforesaid, no member shall be entitled to any notice of an adjournment or of the business
	to be transacted at any adjourned meeting. No business shall be transacted at any adjourned
	meeting other than the business which might have been transacted at the meeting from which
	the adjournment took place.
73.	Save that apoll is required bythe ListingRules or the Companies Ordinance or anyother	What is to be evidence of
	applicable laws,rules or regulations, ~~A~~ ~~a~~ t any general meeting a resolution put to the vote of	the passing of a resolution
	the meeting shall be decided on a show of hands~~unless a poll is taken as may from time to~~	where poll not demanded.
	~~time be required under the Listing Rules or any other applicable laws, rules or regulations~~
	~~or~~ ~~u~~nless a poll is (before or on the declaration of the result of the show of hands or on the
	withdrawal of any other demand for a poll) demanded:–
	(i) by the Chairman of the~~M~~ ~~m~~ eeting; or

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• (ii) by at least ~~three f~~ ive (5) members present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or by proxy and representing not less than five per cent. (5%) ~~one-tenth~~ of the total voting rights attaching to the shares of all the members having the right to vote at the meeting; ~~or~~

• ~~(iv) by a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.~~

provided that if the Chairman, before or on the declaration of the result of a show of hands, knows from the proxies received by the Company that the result on a show of hands will be different from that on a poll, the Chairman shall demand a poll.

Chairman must demand a poll.

Unless a poll is so taken as required under the Listing Rules or the Companies Ordinance or any other applicable laws, rules or regulations or unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

1. If a poll is demanded as aforesaid, it shall (subject as provided in Article 75) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty (30) days from the date of the meeting or adjourned meeting at which the poll was demanded, as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

Poll.

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

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

In what case poll taken without adjournment. Chairman to have casting vote.

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

Business may proceed notwithstanding demand for poll.

1. A resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents each signed by or on behalf of one or more members.

Written resolution.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Votes of Members

79. 80. 81. 82. 83.

Subject to Article 83B and any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, and subject to theprovisions of the Statutes and the ListingRules, at any general meeting on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a representative duly authorised under Section~~115~~ ~~6~~06 of the Companies Ordinance or by proxy shall have one vote, and on a poll every member who is(beingan individual) present in person or by proxy or(beinga corporation) present bya representative dulyauthorised under Section 606 of the Companies Ordinance or by proxy shall have one vote for every fully paid share of which he is the holder~~which is fully paid up or credited as fully paid~~ ~~up (~~ ~~b~~ut~~so that~~ ~~n~~o amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as aqualifying ~~paid up on the~~ share~~)~~ ~~.~~If a member appoints more than oneproxy,theproxies so appointed are not entitled to vote on a resolution on a show of hands. On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Votes of members. Any person entitled under Article 45 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least forty-eight( 48) hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof. Votes in respect of deceased and bankrupt members. Where there are joint registered holders of any share, anyone of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto: but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof. Joint holders. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may on a poll vote by proxy. Votes of member of unsound mind. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to the registered office of the Company, or to such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not later than the last time at which a valid instrument of proxy could be so delivered. (A) Save as expressly provided in these Articles, no person other than a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum, at any general meeting. Qualification for voting. (B) Where the Company has knowledge that any member is, under any applicable laws ~~and~~ or the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. Voting in contravention of the Listing Rules.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• (C) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.

84. 85. 86. 87. 88.

Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint~~more than~~ ~~o~~ne or more proxy/proxies to attend on the same occasion. Proxies. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. Instrument appointing proxy to be in writing. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company,or delivered byelectronic means to the Companyin the manner specified bythe Company (if applicable), not less than forty-eight(48) hours before the time for holding the meeting or adjourned meeting~~or poll~~ ~~(as the case may be)~~ ~~a~~t which the person named in such instrument proposes to vote, or in the case of apoll to be taken more than forty-eight(48)hours after it is demanded,not less than twenty-four(24)hours before the time appointed for takingthepoll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after expiration of twelve(12) months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in 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 or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked. Appointment of proxy must be deposited. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve. Form of proxy. The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a member for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which special business (determined as provided in Article 68) is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such special business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. Authority under instrument appointing proxy.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised representative of a corporation shall be valid notwithstanding the though authority revoked. previous death or insanity of the principal or the previous termination or other revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office, or at such other place as is referred to in Article 86, at least two (2) hours before the commencement of the meeting or adjourned meeting at which the proxy is used, or in the case of a poll taken more than forty-eight (48) hours after it is demanded, before the time appointed for taking the poll.

2. (A) Any corporation which is a member of the Company may, by resolution of its Corporation acting directors or other governing body or by power of attorney, authorise such person by representatives at as it thinks fit to act as its representative at any meeting of the Company or of any meetings. class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company. References in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative.

(B) If a clearing house (or its nominee) is a member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise in respect of such number and class of shares so specified if it were an individual member of the Company.

When vote by proxy valid though authority revoked.

Registered Office

1. The registered office of the Company shall be at such place in Hong Kong as the Board shall Registered office. from time to time appoint. Board of Directors 92. The number of Directors shall not be less than two (2). The Board shall cause to be kept a Constitution of Board. register of the Directors in accordance with these Articles ~~and Secretaries,~~ and there shall be entered therein the particulars required by the Companies Ordinance. 93. The Board shall have power from time to time and at any time to appoint any person as Board may fill vacancies. a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting (in the case of an addition to the Board) and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

1. (A) A Director may at any time, by notice in writing signed by him delivered to the registered office of the Company or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director, such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved. (B) The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. (C) An alternate Director shall (except when absent from Hong Kong) be entitled to receive notices of meetings of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committee of the Board, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

(D) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. (E) An alternate Director shall be deemed to be the agent of the Director who appoints him. A Director who appoints an alternate Director shall be vicariously liable for any tort committed by the alternate Director while acting in the capacity of alternate Director. 95. A Director shall not be required to hold any qualification shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and of any class of members of the Company.

Alternate Directors.

No qualification shares for Director.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

96. 97. 98. 99. 100.

The Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Company in general meeting or bythe Board with theprior authorisation of the Companyingeneral meeting ,such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors’ fees. Directors’ remuneration. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors. Directors’ expenses. The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged. Special remuneration. Notwithstanding Articles 96, 97 and 98, the remuneration of a Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Director or a Director appointed to any other office in the management of the Company shall from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on-retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director. Remuneration of Managing Directors, etc. (A) A Director shall vacate his offices:– When office of Director to be vacated. (i) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; (ii) if he becomes a lunatic or of unsound mind; (iii) if he absents himself from the meetings of the Board during a continuous period of six(6) months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office; (iv) if he becomes prohibited from being a Director by reason of any order made under any provision of the Statutes ~~Companies Ordinance~~ ~~;~~ (v) if by notice in writing delivered to the Company at its registered office that he resigns his office; (vi) if he shall be removed from office by notice in writing served upon him signed by all other ~~his co-~~ ~~D~~irectors; or (vii) if he shall be removed from office by an ordinary resolution of the Company under Article 108.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

• (B) No person shall be eligible for appointment or re-appointment as a Director once he has attained the age of 80. Any such person shall automatically cease to be a director at the annual general meeting of the Company next following the date on which he attains such age and shall not be counted in the number of directors for determining the number of directors to retire by rotation at such annual general meeting.

• 1. (A) Subject to the provisions of the Statutes, ~~Aa~~ Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article.

Directors may contract with Company.

(B) (C) (D) (E)

A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as the Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof). Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two (2) or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution~~may~~ ~~s~~hall be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with anyof his close associate(s) (and if required bythe ListingRules,his other associate(s)) owns~~5~~ ~~f~~ive per cent.(5%) or more(as defined inparagraph(I)of this Article) .

mor

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• (F) Subject to the Ordinance and to the next paragraph of this Article, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

• (G) A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company, which is significant to the business of the Company and the interest of the Director is material, shall declare the nature and extent of his interest in accordance with the Statutes and the Listing Rules and these Articles at the meeting of the Board as soon as reasonably practicable and before the Company enters into the transaction. ~~at which the question of entering into the contract or arrangement is first taken into consideration if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For this purpose, a general notice to the Board by a Director to the effect that:–~~

• ~~(i) he is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or~~

• ~~(ii) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him,~~

• ~~shall be deemed to be a sufficient declaration of interest in relation to any such contract or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable stepsto secure that it is brought up and read at the next Board meeting after it is given.~~

• (H) Subject to the Listing Rules and save as otherwise provided by the Articles, 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 associate(s) (and if required by the Listing Rules, his other associate(s)) to his knowledge is/are materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to, and a Director may vote and be counted as quorum in respect of, any of the following matters namely:

• (i) any contract or arrangement for the giving of any security or indemnity to the Director or his close associate(s) (and if required by the Listing Rules, his other associate(s)) in respect of money lent or obligations incurred or undertaken by him or any of his close associate(s) (and if required by the Listing Rules, his other associate(s)) at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) (and if required by the Listing Rules, his other 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;

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

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

• (v) any contract, arrangement or proposal concerning any other company in which the Director or his close associate(s) (and if required by the Listing Rules, his other associate(s)) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director and/or his close associate(s) (and if required by the Listing Rules, his other associate(s)) is/are beneficially interested in shares of that company, provided that the Director and any of his close associates (and if required by the Listing Rules, his other associate(s)) are not in aggregate beneficially interested in ~~5f~~ ive per cent. (5%) or more of the issued shares or voting rights of any class of shares of such company (or of any third company through which his interest or that of his close associate(s) (and if required by the Listing Rules, his other associate(s)) is derived);

• (vi) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, his close associate(s) (and if required by the Listing Rules, his other associate(s)) and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his close associate(s) (and if required by the Listing Rules, his other associate(s)) as such any privilege or advantage not generally accorded to the class of persons to whom such scheme or fund relates; and

• (vii) any proposal or arrangement concerning the adoption, modification or operation of any share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of the employees of the Company or any of its subsidiaries under which the Director or his close associate(s) (and if required by the Listing Rules, his other associate(s)) may benefit.

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(I) (J) (K)

A company shall be deemed to be a company in which a Director and/or his close associate(s)(and if required bythe ListingRules,his other associate(s)) own(s) ~~5~~ ~~f~~ive per cent.(5%) or more if and so long as (but only if and so long as) he and/ or his close associate(s)(and if required bythe ListingRules,his other associate(s)) is/are (either directly or indirectly) the holder(s) of or beneficially interested in~~5~~ ~~f~~ive per cent.(5%) or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his close associate( s) (and if required bythe ListingRules,his other associate(s)) is derived) or of the voting rights available to members of such company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his close associate(s)(and if required bythe ListingRules,his other associate(s)) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his close associate(s)(and if required bythe ListingRules,his other associate(s)) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his close associate(s)(and if required bythe ListingRules, his other associate(s)) is/are interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right. Where a company in which a Director and/or his close associate(s)(and if required bythe ListingRules,his other associate(s)) hold(s)~~5~~ ~~f~~ive per cent.(5%) or more is materially interested in a transaction, then that Director and/or his close associate(s) (and if required bythe ListingRules,his other associate(s)) shall also be deemed materially interested in such transaction. If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman of the meeting) and/ or anyof his close associate(s)(and if required bythe ListingRules,his other associate(s)) or as to the entitlement of any Director (other than such Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his close associate(s)(and if required bythe ListingRules,his other associate(s)) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the Chairman of the meeting and/or his close associate(s) (and if required bythe ListingRules,his other associate(s)) such question shall be decided by a resolution of the Board (for which purpose such Chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such Chairman and/or his close associate(s) (and if required bythe ListingRules,his other associate(s)) as known to such Chairman has not been fairly disclosed to the Board.

(L) The Company may by ordinary resolution ratify any transaction not duly authorised by reason of a contravention of this Article provided that no Director who is or whose associate(s) is/are materially interested in such transaction, together with any of his close associate(s) (and if required by the Listing Rules, his other associate(s)), shall vote upon such ordinary resolution in respect of any shares in the Company in which he/they is/are interested and shall not be counted in the quorum of the meeting approving such ordinary resolution.

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	(M) For thepurpose of this Article,anyreference to an entityconnected with a Director
	shall be construed in accordance with Section 486 of the Companies Ordinance and
	anyreference to a contract,transaction or arrangement shall include aproposed
	contract,transaction or arrangement.
	Rotation of Directors
102.	(A) At each annual general meeting one-third(1/3) of the Directors for the time being,	Rotation and retirement of
	or, if their number is not three or a multiple of three, then the number nearest	Directors.
	one-third(1/3) or any other number subject to such manner of rotation as may be
	required by the Statutes, the Listing Rules or other codes, rules, and regulations
	prescribed from time to time by the applicable regulatory authority, shall retire from
	office. The Directors to retire in every year shall be those who have been longest in
	office since their last election but as between persons who became Directors on the
	same day those to retire shall (unless they otherwise agree between themselves) be
	determined by lot. The retiring Directors shall be eligible for re-election.
	(B) The Company at any general meeting at which any Directors retire in manner	Meeting to fill up
	aforesaid may fill the vacated office by electing a like number of persons to be	vacancies.
	Directors.
103.	If at any general meeting at which an election of Directors ought to take place, the places	Retiring Directors to
	of the retiring Directors are not filled, the retiring Directors or such of them as have not had	remain in office till
	their places filled shall be deemed to have been re-elected and shall, if willing, continue in	successors appointed.
	office until the next annual general meeting and so on from year to year until their places are
	filled, unless:–
	(i) it shall be determined at such meeting to reduce the number of Directors; or
	(ii) it is expressly resolved at such meeting not to fill up such vacated offices; or
	(iii) in any such case the resolution for re-election of a Director is put to the Meeting and
	lost.
104.	The Company may from time to time in general meeting by ordinary resolution fix, increase	Power of general meeting
	or reduce the maximum and minimum number of Directors but so that the number of	to increase or reduce
	Directors shall never be less than two(2) .	number of Directors.
105.	(A) The Company may from time to time in general meeting by ordinary resolution elect	Appointment of Directors.
	any person to be a Director either to fill a casual vacancy or as an addition to the
	Board.
	(B) Except so far as the Statutes otherwise allow,at ageneral meetingthe appointment
	of Directors shall be voted on individually.
106.	No person other than a Director retiring at the meeting shall, unless recommended by the	Notice to be given when
	Board for election, be eligible for election as a Director at any general-meeting unless a	person proposed for
	notice signed by a member (other than the person to be proposed) duly qualified to attend	election.
	and vote at the meeting for which such notice is given of his intention to propose such person
	for election and also a notice signed by the person to be proposed for his willingness to be
	elected shall have been lodged at the registered office provided that the minimum length of
	the period, during which such notice(s) are given, shall be at least seven (7) days and that
	the period for lodgment of such notice(s) shall commence no earlier than the day after the
	despatch of the notice of the general meeting appointed for such election and end no later
	than seven (7) days prior to the date appointed for such general meeting.

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107.	(A) The Company shall keep~~in accordance with the Ordinance~~ a register containing	Register of Directors and
	the names and addresses and occupations of its Directors at its registered office or	notification of changes to
	suchprescribedplace in accordance with the Statutes and shall from time to time	Registrar.
	notify the Registrar of Companies of any change~~that takes place in such Directors~~
	as required by the Statutes ~~Companies ordinance~~ ~~.~~The Companyshall make available
	for inspection such register as required bythe Statutes.
	(B) The Companyshall keepa register of Directors’ and chief executive’s interests and	Register of interests and
	shortpositions and a register of interests in shares and shortpositions in accordance	shortpositions.
	with the Securities and Futures Ordinance(Chapter 571 of the laws of HongKong).
108.	The Company may by ordinary resolution remove any Director (including a Managing	Power to remove Director
	or other Executive Director) before the expiration of his period of office notwithstanding	by ordinary resolution.
	anything in these Articles or in any agreement between the Company and such Director (but
	without prejudice to any claim which such Director may have for damages for any breach of
	any contract of service between him and the Company) and may elect another person in his
	stead. Special notice is required of an ordinaryresolution to remove a Director or to appoint
	aperson inplace of a Director so removed at the meetingat which the Director is removed.
	Any person so elected shall hold office for such time only as the Director in whose place he
	is elected would have held the same if he had not been removed.
	Borrowing Powers
109.	The Board may from time to time at~~their~~ ~~i~~ts discretion exercise all the powers of the	Power to borrow.
	Company to raise or borrow or to secure the payment of any sum or sums of money for the
	purposes of the Company and to mortgage or charge its undertaking, property and uncalled
	capital or any part thereof.
110.	The Board may raise or secure the payment or repayment of such sum or sums in such	Conditions on which
	manner and upon such terms and conditions in all respects as~~they~~ ~~i~~t thinks fit and, in	money may be borrowed.
	particular by the issue of debentures, debenture stock, bonds or other securities of the
	Company, whether outright or as collateral security for any debt, liability or obligation of the
	Company or of any third party.
111.	Debentures, debenture stock, bonds and other securities may be made assignable free from	Assignment.
	any equities between the Company and the person to whom the same may be issued.
112.	Any debentures, debenture stock, bonds or other securities may be issued at a discount,	Special privileges.
	premium or otherwise and with any special privileges as to redemption, surrender, drawings,
	allotment of shares, attending and voting at general meetings of the Company appointment of
	Directors and otherwise.
113.	(A) The Board shall cause a proper register to be kept, in accordance with the provisions	Register of charges to be
	of the Companies Ordinance, of all mortgages and charges specifically affecting	kept.
	the property of the Company and of all floatingcharges on the whole orpart of the
	Company’spropertyor undertaking and shall duly comply with the requirements
	of the Companies Ordinance in regard to the registration of mortgages and charges
	therein specified and otherwise.
	(B) If the Company issues a series of debentures or debenture stock not transferable by	Register of debentures or
	delivery, the Board shall cause a proper register to be kept of the holders of such	debenture stock.
	debentures in accordance with the provisions of the Companies Ordinance.

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APPENDIX III

114. 115. 116. 117. 118. 119.	Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge. Mortgage of uncalled capital. Managing Directors, etc. Subject to the Statutes and the ListingRules, ~~T~~ ~~t~~ he Board may from time to time appoint anyone or more of the Directors as ~~its body to the office of~~ Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Director and/or to such other executive office in the management of the business of the Company as it may decide for such period and upon such terms(includingdirectors’ fees) as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 99. Power to appoint Managing Directors, etc. Every Director appointed to an office under Article 115 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company and subject to anyother terms of such contract of service, be liable to be dismissed or removed therefrom by the Board at anytime . Removal of Managing Directors, etc. A Director appointed to an office under Article 115 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. Cessation of appointment. The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby. Powers may be delegated. Management ~~(A)~~ ~~S~~ubject to any exercise by the Board of the powers conferred by Articles 120 to 122, the management of the business of the Company shall be vested in the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Ordinance expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. General powers of Company vested in Board. ~~(B)~~ ~~Without prejudice to the general powers conferred by these Articles, it is hereby~~ ~~expressly declared that the Board shall have the following powers:–~~ ~~(i)~~ ~~to give to any person the right or option of requiring at a future date that an~~ ~~allotment shall be made to him of any share at par or at such premium as~~ ~~may be agreed; and~~	Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge. Mortgage of uncalled capital. Managing Directors, etc. Subject to the Statutes and the ListingRules, ~~T~~ ~~t~~ he Board may from time to time appoint anyone or more of the Directors as ~~its body to the office of~~ Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Director and/or to such other executive office in the management of the business of the Company as it may decide for such period and upon such terms(includingdirectors’ fees) as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 99. Power to appoint Managing Directors, etc. Every Director appointed to an office under Article 115 hereof shall, but without prejudice to any claim for damages for breach of any contract of service between himself and the Company and subject to anyother terms of such contract of service, be liable to be dismissed or removed therefrom by the Board at anytime . Removal of Managing Directors, etc. A Director appointed to an office under Article 115 shall be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. Cessation of appointment. The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby. Powers may be delegated. Management ~~(A)~~ ~~S~~ubject to any exercise by the Board of the powers conferred by Articles 120 to 122, the management of the business of the Company shall be vested in the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Ordinance expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. General powers of Company vested in Board. ~~(B)~~ ~~Without prejudice to the general powers conferred by these Articles, it is hereby~~ ~~expressly declared that the Board shall have the following powers:–~~ ~~(i)~~ ~~to give to any person the right or option of requiring at a future date that an~~ ~~allotment shall be made to him of any share at par or at such premium as~~ ~~may be agreed; and~~
	~~()~~ ~~B~~
	~~()~~
		~~()~~

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~~(ii) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.~~

Managers

1. The Board may from time to time appoint a general manager, manager or managers of the Appointment and business of the Company and may fix his or their remuneration either by way of salary or remuneration of commission or by conferring the right to participation in the profits of the Company or by a managers. combination of two (2) or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company. 121. The appointment of such general manager, manager or managers may be for such period as Tenure of office and the Board may decide and the Board may confer upon him or them all or any of the powers powers. of the Board and such title or titles as ~~they i~~ t may think fit. 122. The Board may enter into such agreement or agreements with any such general manager, Terms and conditions of manager or managers upon such terms and conditions in all respects as the Board may in appointment. ~~their i~~ ts absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company. Chairman 123. The Board may from time to time elect or otherwise appoint a Director to be Chairman or Chairman. Deputy Chairman and determine the period for which each of them is to hold office. The Chairman or, in his absence, the Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Deputy Chairman is not present within five minutes after the time appointed for holding such meeting ~~the same~~ , the Directors present shall choose one of their number to be Chairman of such meeting. Proceedings of the Directors 124. The Board may meet together for the despatch of business, adjourn and otherwise regulate Meeting of the Board ~~their i~~ ts meetings and proceedings as ~~they i~~ t thinks fit and may determine the quorum quorum, etc. necessary for the transaction of business. Unless otherwise determined two (2) Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum if his appointor is not present but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. The Board or any committee of the Board may participate in a meeting of the Board or such committee by means of a conference telephone or other ~~similar~~ communications equipment or electronic means by ~~means of~~ which all persons participating in the meeting can hear and speak to ~~are capable of hearing~~ each other throughout the meeting.

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APPENDIX III

125. 126. 127. 128. 129. 130. 131. 132.

A Director may, and on request of a Director the Company Secretary shall, at any time summon a meeting of the Board. Notice thereof shall be given to each Director and alternate Director either in writing or by facsimile transmission or byelectronic means or by telephone or otherwise orally ~~by telex or telegram at the address from time to time notified to the~~ ~~Company by such Director~~ or in such other manner as the Board may from time to time determine~~, provided that notice need not be given to any Director or alternate Director for~~ ~~the time being absent from Hong Kong~~ ~~.~~A Director may waive notice of any meeting and any such waiver may be prospective or retrospective. Convening of Board meeting. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote. How questions to be decided. A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally. Powers of meeting. The Board may delegate any of~~their~~ ~~i~~ts powers to committees consisting of such member or members of its ~~their~~ ~~b~~ody and such other persons, as the Directors think fit, and~~they~~ ~~i~~t may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board. Power to appoint committee and to delegate. All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company. Acts of committee to be of same effect as acts of Board. The meetings and proceedings of any such committee consisting of two(2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 128. Proceedings of committee. All acts bona fide done by any meeting of the Board or by any such committee of the Board or by any person acting as a Director or a member of a committee of the Board shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee. When acts of Board of committee to be valid notwithstanding defects. The continuing Directors or sole continuingDirector may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose. Directors’ powers when vacancies exist.

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133.	(A)	A resolution in writing signed by all the Directors except such as are absent from Hong Kong (or their respective alternate Directors) or members of a committee of the Board shall (so long as they constitute a quorum as provided in Article 124) be as valid and~~effectual~~ ~~a~~s effective as if it had been passed at a meeting of the Board or committee of the Board duly convened and held. Any such resolution in writing may consist of several documents in like form each signed by one or more of the Directors( or their respective alternate Directors)or one or more of the members of a committee of the Board and,for the avoidance of doubt,maybe sent to the Companybyfacsimile or other electronic means . Directors’ resolutions. Withoutprejudice to theprovisions of thepreceding paragraph,a Director or(as the case maybe)a member of a committee of the Board maysign or otherwise signify his agreement to a resolution in writingof Directors or members of a committee of the Board. A Director or(as the case maybe)a member of a committee of the Board signifies agreement to a written resolution of Directors or a committee of the Board when the Companyreceives from that Director or member of a committee of the Board a document or notification in hard copyform or in electronic form as authenticated bythat Director or member of a committee of the Board in a manner previouslyagreed between that Director or member and the Company:– (i) identifyingthe resolution to which it relates;and (ii) indicatingthat Director or member of the committee’s agreement to the resolution. Notwithstandinganycontrary provisions contained in these Articles and subject to the Statutes:– (i) anysignature of a Director or(as the case maybe)a member of a committee of the Board to anyresolution in writingmaybe made electronically,and anysuch resolution bearingthe electronic signature of anyDirector or(as the case maybe)anymember of a committee of the Board shall be as valid and as effective as if it were bearingthe handwritten signature of the relevant Director or member;and (ii) anysignification of agreement to a resolution in writingbya Director or (as the case maybe)a member of a committee of the Board authenticated as aforesaid shall be as valid and as effective as if the resolution had been signed bysuch Director or member of a committee of the Board,and a certificate bya Director or the CompanySecretaryof such signification and authentication shall be sufficient evidence without furtherproof thereof.
	(B)
	(C)
		(i)
		(ii)

Minutes

1. (A) The Board shall cause minutes to be made of:–

2. (i) all appointments of officers made by the Board;

3. (ii) the names of the Directors or (as the case may be) members of a committee of the Board present at each meeting of the Board and of committees appointed pursuant to Article 128; and

4. (iii) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.

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(B) Any such minutes shall be conclusive evidence of any such proceedings and the facts stated therein if they purport to be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting. Company Secretary l35. The Company Secretary shall be appointed by the Board for such term, at such remuneration Appointment of and upon such conditions as it may think fit, and any Company Secretary so appointed may Company Secretary. be removed by the Board. The Board may also appoint from time to time for such term, at such remuneration and upon such conditions as it may think fit any assistant or deputy Company Secretary. Anything by the Companies Ordinance or these Articles required or authorised to be done by or to the Company Secretary, if the office is vacant or there is for any other reason no Company Secretary capable of acting, may be done by or to any assistant or deputy Company Secretary, or if there is no assistant or deputy Company Secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Board. ~~If the Secretary appointed is a corporation or other body, it may act and sign by the hand of anyone or more of its directors or officers duly authorised.~~ 136. The Company Secretary shall be ~~, if~~ an individual ~~,~~ ordinarily reside in Hong Kong ~~and, if a~~ Residence. ~~body corporate, have its registered office or a place of business in Hong Kong.~~ A register Register of Company of Company Secretaries shall be kept and be entered therein the particulars required by the Secretary. Companies Ordinance. 137. A provision of the Companies Ordinance or of these Articles requiring or authorising a thing Same person not to act in to be done by or to a Director and the Company Secretary shall not be satisfied by its being two capacities at once. done by or to the same person acting both as Director and as, or in place of the Company Secretary. General Management and Use of the Seal 138. (A) The Board shall provide for the safe custody of the seal which shall only be used by Custody of seal. the authority of the Board or of a committee of the Board authorised by the Board in that behalf, and every instrument to which the seal shall be affixed shall be signed by any two (2) members of the Board or any two (2) persons appointed by the Board for the purpose, provided that the Board may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the seal may be affixed as the Board may determine) that such signatures or any of them may be affixed to certificates for shares or debentures or representing any other form of security by ~~some a~~ ny mechanical or other means ~~other than autographic~~ to be specified in such resolution or that such certificates need not be signed by any person. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given.

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• (B) The Company may have an official seal for use for sealing certificates for shares, Official seal. debentures or other securities issued by the Company as permitted by Section 126 ~~73A~~ of the Ordinance (and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such official seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid) and an official seal for use abroad under the provisions of the Companies Ordinance where and as the Board shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the duly authorised agents of the Company for the purpose of affixing and using such official seal and ~~they i~~ t may impose such restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.

• (C) A document signed by one Director and the Company Secretary or by two (2) Execution of documents. Directors and expressed (in whatever words) to be executed by the Company as a deed shall have the same effect as if executed under seal.

• 1. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments ~~,~~ Cheques and banking ~~and all receipts for moneys~~ paid to the Company shall be signed, drawn, accepted, indorsed arrangements. or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.
• 1. (A) The Board may from time to time and at any time, by power of attorney or other Power to appoint attorney. instrument executed as a deed ~~under the seal,~~ appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

• (B) The Company may, by an instrument executed as a deed ~~writing under its seal,~~ Execution of deeds by empower any person, either generally or in respect of any specified matter, as its attorney. attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the seal of the Company.

• 1. Local boards.

• The Board may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration, and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

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1. The Board may establish and maintain or procure the establishment and maintenance of any Power to establish pension contributory or non-contributory pension or superannuation funds for the benefit of, or give funds. or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependants of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument. Capitalisation of Reserves 143. (A) The Company in general meeting may, upon the recommendation of the Board, Power to capitalize. resolve to capitalise any part of the Company’s reserves or undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up ~~any amounts for the time being unpaid on any shares held by such members respectively or paying up~~ in full ~~unissued s~~ hares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other ~~; provided that for the purpose of this Article, any amount standing to the credit of share premium account may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares.~~ (B) Whenever such a resolution as aforesaid shall have been passed the Board shall Effect of resolution to make all appropriations and applications of the reserves or profits and undivided capitalize. profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as ~~they i~~ t thinks fit, and may, in particular, determine that cash payments shall be made to any members in respect of fractional entitlements or that fractions of such value (as the Board may determine) may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned. The ~~provisions of the Ordinance in relation to the filing of contracts for allotment shall be observed and, the B~~ oard may appoint any person to sign on behalf of the persons entitled to share in a capitalisation issue and such appointment shall be effective and binding upon all concerned ~~, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.~~

Power to establish pension funds.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

144.	(C)	The Board mayon anyoccasion determine that the allotment of shares or other	The Board mayon anyoccasion determine that the allotment of shares or other
	securities underparagraph(A)of this Article shall not be made available or made to anyshareholders with registered addresses in anyterritorywhere in the absence of a registration statement or other special formalities the circulation of an offer of such rights or the allotment of shares or other securities would or might be unlawful,or if it considers such exclusion to be necessaryor expedient,and in such event the provisions aforesaid shall be read and construed subject to such determination. (Intentionallyleft blank). ~~(A) If, so long as any of the rights attached to any warrants issued~~ ~~by the Company to subscribe for shares of the Company shall remain exercisable,~~ ~~the Company does any act or engages in any transaction which, as a result of any~~ ~~adjustments to the subscription price in accordance with the provisions applicable~~ ~~under the terms and conditions of the warrants, would reduce the subscription price~~ ~~to below the par value of a share, then the following provisions shall apply:–~~ ~~(i)~~ ~~as from the date of such act or transaction the Company shall establish and~~ ~~thereafter (subject as provided in this Article) maintain in accordance with~~ ~~the provisions of this Article a reserve (the “Subscription Right Reserve”)~~ ~~the amount of which shall at no time be less than the sum which for the~~ ~~time being would be required to be capitalised and applied in paying up in~~ ~~full the nominal amount of the additional shares required to be issued and~~ ~~allotted credited as fully paid pursuant to sub-paragraph (iii) below on the~~ ~~exercise in full of all the subscription rights outstanding and shall apply the~~ ~~Subscription Right Reserve in paying up in full such difference in respect~~ ~~of such additional shares as and when the same are allotted;~~ ~~(ii)~~ ~~the Subscription Right Reserve shall not be used for any purpose other~~ ~~than that specified above unless all other reserves of the Company (other~~ ~~than share premium account and capital redemption reserve fund) have~~ ~~been extinguished and will then only be used to make good losses of the~~ ~~Company if and so far as is required by law;~~ ~~(iii)~~ ~~upon the exercise of all or any of the subscription rights represented by~~ ~~any warrant, the relevant subscription rights shall be exercisable in respect~~ ~~of a nominal amount of shares equal to the amount in cash which the~~ ~~holder of such warrant is required to pay on exercise of the subscription~~ ~~rights represented thereby (or, asthe case may be) the relevant portion~~ ~~thereof in the event of a partial exercise of the subscription rights and, in~~ ~~addition, there shall be allotted in respect of such subscription rights to the~~ ~~exercising warrantholder, credited as fully paid, such additional nominal~~ ~~amount of shares as is equal to the difference between:–~~	securities underparagraph(A)of this Article shall not be made available or made to
		anyshareholders with registered addresses in anyterritorywhere in the absence of a
		registration statement or other special formalities the circulation of an offer of such
		rights or the allotment of shares or other securities would or might be unlawful,or
		if it considers such exclusion to be necessaryor expedient,and in such event the
		~~y e ompany o suscre or sares o e ompany sa reman exercsae,~~ ~~th C d t i tti hih lt f~~
		~~e ompany oes any ac or engages n any ransacon wc, as a resu o any~~ ~~dtt t th biti i i d ith th ii libl~~
		~~ajusmens o e suscrpon prce n accorance w e provsons appcae~~ ~~d th t d diti f th t ld d th biti i~~
		~~uner e erms an conons o e warrans, wou reuce e suscrpon prce~~ ~~to below the par value of a share, then the following provisions shall apply:–~~ ~~i~~ ~~f th dt f h t tti th C hll tblih d~~
		~~o eo~~ ~~i~~
		~~()~~ ~~ii~~	~~as rom e ae o suc ac or ransacon e ompany sa esas an~~ ~~thft bt idd i thi Atil iti i d ith~~
			~~ereaer (sujec as prove n s rce) manan n accorance w~~ ~~th ii f thi Atil th “Sbiti Riht R”~~
			~~e provsons o s rce a reserve (e uscrpon g eserve)~~ ~~th t f hih hll t ti b l th th hih f th~~
			~~e amoun o wc sa a no me e ess an e sum wc or e~~ ~~ti bi ld b id t b itlid d lid i i i~~
			~~me eng wou e requre o e capase an appe n payng up n~~ ~~fll th il t f th dditil h id t b id d~~
			~~u e nomna amoun o e aona sares requre o e ssue an~~ ~~llttd ditd fll id t t bh iii bl th~~
			~~aoe cree as uy pa pursuan o su-paragrap () eow on e~~ ~~i i fll f ll th biti iht ttdi d hll l th~~
			~~exercse n u o a e suscrpon rgs ousanng an sa appy e~~ ~~Sbiti Riht R i i i fll h diff i t~~
			~~uscrpon g eserve n payng up n u suc erence n respec~~ ~~of such additional shares as and when the same are allotted;~~ ~~th Sbiti Riht R hll t b d f th~~
		~~()~~ ~~iii~~	~~e uscrpon g eserve sa no e use or any purpose oer~~ ~~th tht ifid b l ll th f th C th~~
			~~an a spece aove uness a oer reserves o e ompany (oer~~ ~~th h i t d itl dti fd h~~
			~~an sare premum accoun an capa reempon reserve un) ave~~ ~~b tiihd d ill th l b d t k d l f th~~
			~~een exnguse an w en ony e use o mae goo osses o e~~ ~~Company if and so far as is required by law;~~ ~~th i f ll f th biti iht td b~~
		~~()~~	~~upon e exercse o a or any o e suscrpon rgs represene y~~ ~~t th lt biti iht hll b ibl i t~~
			~~any warran, e reevan suscrpon rgs sa e exercsae n respec~~ ~~f il t f h l t th t i h hih th~~
			~~o a nomna amoun o sares equa o e amoun n cas wc e~~ ~~hld f h t i id t i f th biti~~
			~~oer o suc warran s requre o pay on exercse o e suscrpon~~ ~~iht td thb th b th lt ti~~
			~~rgs represene erey (or, ase case may e) e reevan poron~~ ~~thf i th t f til i f th biti iht d i~~
			~~ereo n e even o a para exercse o e suscrpon rgs an, n~~ ~~dditi th hll b llttd i t f h biti iht t th~~
			~~aon, ere sa e aoe n respec o suc suscrpon rgs o e~~ ~~ii thld ditd fll id h dditil il~~
			~~exercsng warranoer, cree as uy pa, suc aona nomna~~ ~~amount of shares as is equal to the difference between:–~~

~~Subscription Right Reserve.~~

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

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

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

~~and immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholder; and (iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.~~

~~B~~	~~Sh llttd t t th ii f thi Atil hll k i i ll~~
~~()~~ ~~C~~	~~ares aoe pursuan o e provsons o s rce sa ran par passu n a~~ ~~t ith th th h llttd th lt i f th biti~~
	~~respecs w e oer sares aoe on e reevan exercse o e suscrpon~~ ~~iht td b th t d Ntithtdi thi tid i~~
	~~rgs represene y e warran concerne. owsanng anyng conane n~~ ~~h A f thi Atil fti f h hll b llttd i~~
	~~paragrap () o s rce, no racon o any sare sa e aoe on exercse~~ ~~of the subscription rights.~~ ~~A tifit t b th dit f th ti bi f th C~~
~~()~~	~~cercae or repor y e auors or e me eng o e ompany as~~ ~~t hth t th Sbiti Riht R i id t b tblihd~~
	~~o weer or no e uscrpon g eserve s requre o e esase~~ ~~d itid d if th t thf id t b tblihd d~~
	~~an manane an so e amoun ereo so requre o e esase an~~ ~~itid t th f hih th Sbiti Riht R h b~~
	~~manane, as o e purposes or wc e uscrpon g eserve as een~~ ~~d t th tt t hih it h b d t k d l f th C~~
	~~use, as o e exen o wc as een use o mae goo osses o e ompany,~~ ~~t th dditil il t f h id t b llttd t ii~~
	~~as o e aona nomna amoun o sares requre o e aoe o exercsng~~ ~~thld ditd fll id d t th tt i th~~
	~~warranoers cree as uy pa, an as o any oer maer concernng e~~ ~~Sbiti Riht R hll i th b f ift b li~~
	~~uscrpon g eserve sa (n e asence o manes error) e concusve~~ ~~and binding upon the Company and all warrantholders and shareholders.~~

Dividends and Reserves

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

Power to declare dividends.

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146. 147. 148.	(A) Subject to theprovisions of the Statutes, ~~T~~ ~~t~~ he Board may from time to time declare and pay to the members such interim dividends as appear to the Board to be justified by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non- preferential rights. Board’s power to pay interim dividends. (B) The Board may also pay half-yearly or at other suitable intervals as maybe determined bythe Board ~~to be settled by them~~ any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits justify the payment. No dividend shall be payable except out of the profits of the Company. No dividend shall carry interest. Dividends not to be paid out of capital. (A) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in anyone or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as they think expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. Where requisite, a contract shall be filed in accordance with the provisions of the Companies Ordinance and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective. Dividend in specie. (B) The Board mayon anyoccasion determine that the distribution of specific assets underparagraph(A)of this Article shall not be made available or made to any shareholders with registered addresses in anyterritorywhere in the absence of a registration statement or other special formalities the circulation of an offer of such rights or the distribution of shares or other securities would or might be unlawful, or if it considers such exclusion to be necessaryor expedient,and in such event the provisions aforesaid shall be read and construed subject to such determination.
	(B)

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. (A) Wherever the Board or the Company in general meeting has resolved that a dividend Scrip dividends. be paid or declared on the share capital of the Company, the Board may further resolve:–

either (i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:–

• (a) the basis of any such allotment shall be determined by the Board;

• (b) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

• (c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

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

or (ii) that shareholders entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Directors may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall apply:–.

(a) the basis of any such allotment shall be determined by the Board;

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

  - (b) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

  - (c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

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

• (B) The shares allotted pursuant to the provisions of paragraph (A) of this Article shall rank pari passu in all respects with the shares then in issue save only as regards participation:–

• (i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or

• (ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend

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

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	(C)	The Board may do all acts and things that it may consider~~ed~~ necessary or expedient
		to give effect to any capitalisation pursuant to the provisions of~~paragraph (A) of~~
		this Article with full power to the Board to make such provisions as~~they~~ ~~i~~t thinks
		fit in the case of shares becoming distributable in fractions (including provisions
		whereby, in whole or in part, fractional entitlements are aggregated and sold and the
		net proceeds distributed to those entitled, or are disregarded or rounded up or down
		or whereby the benefit of fractional entitlements accrues to the Company rather
		than to the members concerned). The Board may authorise any person to enter into
		on behalf of all members interested, an agreement with the Company providing for
		such capitalisation and matters incidental thereto and any agreement made pursuant
		to such authority shall be effective and binding on all concerned.
	(D)	The Company may upon the recommendation of the Board by special
		resolution resolve in respect of any one particular dividend of the Company that
		notwithstanding the provisions of paragraph (A) of this Article a dividend may
		be satisfied wholly in the form of an allotment of shares credited as fully paid up
		without offering any right to shareholders to elect to receive such dividend in cash
		in lieu of such allotment.
	(E)	The Board may on any occasion determine that rights of election and the allotment
		of shares under paragraph (A) of this Article shall not be made available or made
		to any shareholders with registered addresses in any territory where in the absence
		of a registration statement or other special formalities the circulation of an offer of
		such rights of election or the allotment of shares would or might be unlawful, or
		if it considers such exclusion to be necessaryor expedient, and in such event the
		provisions aforesaid shall be read and construed subject to such determination.
150.	The Board may, before recommending any dividend, set aside out of the profits of the
	Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of
	the Board, be applicable for meeting claims on or liabilities of the Company or contingencies
	or for	paying off any loan capital or for equalising dividends or for any other purpose to
	which	the profits of the Company may be properly applied, and pending such application
	may, at the like discretion, either be employed in the business of the Company or be invested
	in such investments (other than shares of the Company) as the Board may from time to time
	think fit, and so that it shall not be necessary to keep any investments constituting the reserve
	or reserves separate or distinct from any other investments of the Company. The Board may
	also without placing the same to reserve carry forward any profits which it may think prudent
	not to	distribute by way of dividend.

Reserves.

1. Subject to the rights of any persons ~~, if any,~~ entitled to shares with special rights as to dividend (if any), all dividends shall be declared and paid according to the number of ~~amounts paid or credited as paid up on the~~ shares held in respect whereof the dividend is paid, but no amount paid up or credited as paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. 152. (A) The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. (B) The Board may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

Dividends to be paid in proportion to paid up capital. Retention of dividends, etc.

Deduction of debts.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

153.	Any general meeting sanctioning a dividend may make a call on the members of such amount	Dividend and call
	as the meeting fixes, but so that the call on each member shall not exceed the dividend	together.
	payable to him, and so that the call shall be made payable at the same time as the dividend,
	and the dividend may, if so arranged between the Company and the member, be set off
	against the call.
154.	A transfer of shares shall not pass the right to any dividend or bonus declared thereon before	Effect of transfer.
	the registration of the transfer.
155.	If two(2) or more persons are registered as joint holders of any share, anyone of such	Receipt for dividends by
	persons may give~~effectual~~ ~~r~~eceipts for any dividends, interim dividends or bonuses and other	joint holders of share.
	moneys payable in respect of such shares.
156.	Unless otherwise directed by the Board, any dividend or bonus may be paid by cheque or	Payment by post.
	warrant sent through the post to the registered address of the member entitled, or, in case
	of joint holders, to the registered address of that one whose name stands first in the register
	in respect of the joint holding or to such person and to such address as the holder or joint
	holders may in writing direct. Every cheque or warrant so sent shall be made payable to
	the order of the person to whom it is sent, and the payment of any such cheque or warrant
	shall operate as a good discharge to the Company in respect of the dividend and/or bonus
	represented thereby, notwithstanding that it may subsequently appear that the same has been
	stolen or that any endorsement thereon has been forged.
157.	All dividends or bonuses unclaimed for one(1) year after having been declared may be	Unclaimed dividend.
	invested or otherwise made use of by the Board for the benefit of the Company until claimed
	and the Company shall not be constituted a trustee in respect thereof. All dividends or
	bonuses unclaimed for six(6) years after having been declared may be forfeited by the Board
	and shall revert to the Company.
158.	Any resolution declaring a dividend on shares of any class, whether a resolution of the	Record dates.
	Company in general meeting or a resolution of the Board, may specify that the same shall be
	payable or distributable to the persons registered as the holders of such shares on a particular
	date or at a point of time on a particular date, notwithstanding that it may be a date prior
	to that on which the resolution is passed, and thereupon the dividend shall be payable or
	distributable to them in accordance with their respective holdings so registered, but without
	prejudice to the rights inter se in respect of such dividend of transferors and transferees of
	any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses,
	capitalisation issue, distributions of realised capital profits or offers or grants made by the
	Company to the members.
	Untraceable Members
159.	Without prejudice to the rights of the Company under Article 157 and the provisions of	Company may cease
	Article 160, the Company may cease sending such cheques for dividend entitlements or	sending dividend
	dividend warrants by post if such cheques or warrants have been left uncashed on two(2)	warrants.
	consecutive occasions. However, the Company may exercise the power to cease sending
	cheques for dividend entitlements or dividend warrants after the first occasion on which such
	a cheque or warrant is returned undelivered.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

1. (A) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless:–

2. Company may sell shares of untraceable members.

3. (i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

4. (ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

5. (iii) the Company has caused an advertisement to be inserted in a leading English language daily newspaper and a leading Chinese language daily newspaper circulating in Hong Kong giving notice of its intention to sell such shares and has notified The Stock Exchange of Hong Kong Limited of such intention and a period of three (3) months has elapsed since the date of such advertisement.

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

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

~~Distribution of Realised Capital Profits~~

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

~~Distribution of realized capital profits.~~

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Annual Returns

162. The Board shall make the requisite annual returns in accordance with the Companies Ordinance. Accounts 163. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Ordinance or necessary to give a true and fair view of the state of Company’s affairs and to show and explain its transactions. 164. The books of account shall be kept at the registered office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors. 165. The Board shall from time to time determine whether and to what extent, at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Ordinance or authorised by the Board or by the Company in general meeting. 166. (A) The Board shall from time to time in accordance with the provisions of the Companies Ordinance cause to be prepared and laid before the Company at its annual general meeting a copyof the reportingdocuments for the financialyear as required bythe Companies Ordinance ~~the relevant financial documents~~ ~~.~~The Board mayalso cause to beprepared anysummaryfinancial report as it maythink fit in accordance with theprovisions of the Statutes. (B) Subject to paragraph (C) of this Article, the Company shall in accordance with the Companies Ordinance and other applicable laws, rules and regulations, deliver or send to every~~Entitled Person~~ ~~m~~ember a copy of the reporting ~~relevant financial~~ documents of the Company or a copy of the summary financial report in place of a copy of the reporting ~~relevant financial~~ documents from which the report is derived, not less than twenty-one(21) days before the date of the general meeting of the Company concerned (or such other time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations), ~~.~~ ~~P~~ ~~p~~ rovided that this Article shall not require a copy of these documents to be sent to more than one of the joint holders of any shares~~or debentures~~ ~~o~~r to any member of, or any holder of ~~debentures~~ ~~s~~hares of, the Company who is not entitled to receive notices of general meetings of the Company and of whose address the Company is unaware, but any member or holder of~~debentures~~ ~~s~~hares of the Company to whom a copy of these documents has not been sent, shall be entitled to receive a copy of these documents free of charge on application at the registered office of the Company. No accidental non-compliance with theprovisions of this Article shall invalidate theproceedings at the meeting.	Annual Returns. Accounts to be kept. Where accounts to be kept. Inspection by members. Reportingdocuments to be laid before the Companyin annual general meeting ~~Relevant~~ ~~fiil dt d~~
	~~nanca ocumens an~~ ~~fiil t~~
	~~summary nanca repor~~ .

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• (C) Where any member ~~Entitled Person h~~ as, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, agreed or is deemed to have agreed to his having access to the ~~relevant financialr~~ eporting documents and/or the summary financial report on the Company’s computer network or website as mentioned in Article 171(v) or, to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an “assenting person”), the publication or making available by the Company, in accordance with the Companies Ordinance and other applicable laws, rules and regulations, on the Company’s computer network or website referred to above of the reporting ~~relevant financial~~ documents and/or the summary financial report throughout the period beginning not less than twenty-one (21) days before the date of the general meeting of the Company concerned and ending on such date in accordance with the Companies Ordinance and other applicable laws, rules and regulations (or such other period or time as is permitted under the Companies Ordinance and other applicable laws, rules and regulations) or in such other manner, shall be treated as having sent a copy of the reporting ~~relevant financial d~~ ocuments or a copy of the summary financial report to an assenting person in satisfaction of the Company’s obligations under paragraph (B) of this Article.

Audit

1. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Companies Ordinance. Subject to the Statutes, all acts done by any person acting as an Auditor shall, as regards to all persons dealing in good faith with the Company, be valid notwithstanding that there was some defect in his appointment or he was at the time of appointment not qualified or subsequently became disqualified.

Auditors.

1. Subject as otherwise provided by the Companies Ordinance the remuneration of the Auditors shall be fixed by the Company in general meeting provided always that in respect of any particular year the Company in general meeting may delegate the fixing of such remunerations to the Board.

2. The reporting documents or summary financial report when ~~Every statement of accounts~~ audited by the Company’s Auditors and presented by the Board at a general meeting shall ~~after approval at such meeting b~~ e conclusive except as regards any error discovered therein within three (3) months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of account amended in respect of the error shall be conclusive.

Remuneration of Auditors.

When accounts to be deemed finally settled.

Notices

1. Every member ~~Entitled Person~~ shall register with the Company an address either in Hong Kong or elsewhere to which notices can be sent and if any member shall fail so to do, notice may be given to such member by sending the same in any of the manners hereafter mentioned to his last known place of business or residence, or if there be none, by posting the same for one (1) day at the registered office of the Company or by posting the same on the website of the Company or any other electronic means. 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 sufficient notice to all the joint holders.

Notices of general meetings.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Any notice or document (including any “corporate communication” as defined in the Listing Rules) may, in accordance with these Articles and subject to the Statutes and the Listing Rules, ~~whether or not to be given or issued under the Companies Ordinance and other applicable laws, rules and regulations or these presents from the Company, may~~ be served or delivered or made available by the Company upon or to any member ~~Entitled Person:~~ –

Service of notices.

(i)	personally;
(ii)	byprepaid ~~sending it through the~~ post~~in a prepaid envelope or wrapper~~ addressed to
	such person at his registered place of address as appearingin the register ;
(iii)	by advertisement in English in at least one English language newspaper and
	in Chinese in at least one Chinese newspaper being in each case a newspaper
	published daily and circulating generally in Hong Kong and specified or permitted
	for this purpose by the Companies Ordinance and other applicable laws, rules and
	regulations, and for such period as the Board shall think fit to the extent permitted
	by, and in accordance with the Statutes,the ListingRules ~~Companies Ordinance~~ ~~a~~nd
	other applicable laws, rules and regulations from time to time ;
(iv)	by sending or transmitting it as an electronic communication to such person at any
	telex or facsimile transmission number or electronic number or electronic address
	or computer network or website supplied by him to the Company for the giving
	of notice or document from the Company to him to the extent permitted by, and
	in accordance with the Statutes,the ListingRules ~~Companies Ordinance~~ and other
	applicable laws, rules and regulations from time to time ;
(v)	by publishing it on the Company’s computer network or website and giving to such
	person a notice in accordance with the Companies Ordinance and other applicable
	laws, rules and regulations stating that the notice or other document is available
	there (a “notice of publication”) to the extent permitted by, and in accordance with
	the Companies Ordinance and other applicable laws, rules and regulations. The
	notice of publication may be given to such person by any of the means set out in
	paragraphs (i) to (iv) or (vi) of this Article; o~~r.~~

• (vi) by sending or otherwise making available to such person through such means to the extent permitted by, and in accordance with, the Statutes, the Listing Rules ~~Companies Ordinance~~ and other applicable laws, rules and regulations from time to time; ~~.~~

provided that in case of paragraphs (iv) and (v) above, such member has consented to or deemed to have consented in the manner permitted in the Statutes and the Listing Rules to the Company communicating with him in such form or manner.

1. (A) Any notice or document (including any “corporate communication” as defined in the Listing Rules) given or issued by or on behalf of the Company:

When notice deemed to be served.

• (i) if served or delivered in person, shall be, deemed to have been served or delivered at the time of personal service or delivery, and in proving such service or delivery, a certificate in writing signed by the Company Secretary (or other officer of the Company or such other person appointed by the Board) that the notice or document was so served or delivered shall be conclusive evidence thereof;

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

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

• (iii) if sent or transmitted as an electronic communication in accordance with Article 171(iv) or through such means in accordance with Article 171(vi), shall be deemed to have been served or delivered at the time of the relevant despatch or transmission. A notice or document published in the Company’s computer network or website in accordance with Article 171(v) ~~,~~ shall be deemed to have been served or delivered at the time that such notice or document was first made available on the Company’s website or on the day following that on which a notice of publication is sent to the member, whichever is later ~~Entitled Person.~~ In proving such service or delivery, a certificate in writing signed by the Company Secretary (or such other officer of the Company or such other person appointed by the Board) as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and

(iv) if served by advertisement in newspaper in accordance with Article 171(iii), shall be deemed to have been served on the day on which such notice or document is first published.

(B) Subject to the Statutes, the Listing Rules ~~Companies Ordinance~~ and other applicable laws, rules and regulations, any notice or document (including but not limited to the documents referred to in Article 166 and any “corporate communication” as defined in the Listing Rules) may be given by the Company in the English language only, in the Chinese language only or in both. Where a person has in accordance with the Statutes, the Listing Rules ~~Companies Ordinance~~ and other applicable laws, rules and regulations consented to receive notices and documents (including but not limited to the documents referred to in Article 166 and any “corporate communication” as defined in the Listing Rules) from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any such notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with the Statutes, the Listing Rules ~~Companies Ordinance~~ and other applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.

1. A notice or document may be given by or on behalf of the Company to the person(s) entitled to a share in consequence of death, mental disorder or bankruptcy of a member in such manner as provided in Article 171 in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

Choice of language.

Service of notice to persons entitled on death, mental disorder or bankruptcy of a member.

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AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

1. Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.

Transferee to be bound by prior notices.

1. Any notice or document delivered or sent to any member in such manner as provided in Article 171, shall notwithstanding that such member be then deceased or bankrupt and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.

Notice valid though member deceased bankrupt.

1. The signature to any notice to be given by the Company may be written, printed or made How notice to be signed. electronically. Information 177. No member (not being a Director) shall be entitled to require discovery of or any information Member not entitled to respecting any detail of the Company’s trading or any matter which is or may be in the information. nature of a trade secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interests of the members of the Company to communicate to the public.

Winding Up

1. Subject to the provisions of the Statutes, ~~I~~ if the Company shall be wound up, the surplus Division of assets in assets remaining after payment to all creditors shall be divided among the members in liquidation. proportion to the capital paid up on the shares in liquidation held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms or conditions. 179. If the Company shall be wound up (whether the liquidation is voluntary, under supervision Distribution in species. or by the court) the liquidator may, with the sanction of a special resolution and any other sanction required by the Statutes ~~Companies Ordinance,~~ divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon anyone or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. In the event of a winding-up of the Company in Hong Kong, every member of the Company 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 processes, orders and judgments 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 in a leading local English language daily newspaper and in a leading local Chinese language daily newspaper circulating in Hong Kong as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as mentioned in the register, and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted.

Service of process.

Indemnity

181.	(A)	Every Director,CompanySecretary or other officer of the Company ,everymember	Indemnity.
		of a committee of the Board, and any persons employed by the Company as
		Auditors of the Company shall be~~entitled to be~~ ~~i~~ndemnified out of the assets of
		the Company against all loss~~es~~ or liabilities to the extentpermitted by ~~(including~~
		~~any such liability as is mentioned in Section 165(2) of~~ the Companies Ordinance)
		which he may sustain or incur in or about the execution of the duties of his office
		or otherwise in relation thereto, and no Director or other officer, and any persons
		employed by the Company as Auditors shall be liable for any loss, damages or
		misfortune which may happen to or be incurred by the Company in the execution
		of the duties of his office or in relation thereto, provided that this Article shall only
		have effect in so far as its provisions are not avoided by the Companies Ordinance.
	(B)	To the extentpermitted bytheprovisions ~~Subject to Section 165~~ of the Companies
		Ordinance, if any Director or other person shall become personally liable for the
		payment of any sum primarily due from the Company, the Directors may execute or
		cause to be executed any mortgage, charge, or security over or affecting the whole
		or any part of the assets of the Company by way of indemnity to secure the Director
		or person so becoming liable as aforesaid from any loss in respect of such liability.
	(C)	Anyindemnity provisiongiven bythe Companyfor the benefit of anyDirector	Disclosure in Directors’
		is subject to disclosure in the relevant Directors’ report in accordance with the	report and inspection.
		provisions of the Statutes. The Companyshall also keepat its registered office a
		copy,or document settingout the terms,of such indemnity provision which shall be
		made available for inspection bymembers in accordance with theprovisions of the
		Statutes.
182.	The Company shall have power to purchase and maintain at its expense for any Director,		Liability insurance.
	CompanySecretary or other officer of the Company, everymember of a committee of the
	Board,	~~and~~ ~~a~~ny persons employed by the Company as Auditors,and anydirector of an
	associated companyof the Company :

(i) insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and

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APPENDIX III AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• (ii) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.

For the purpose of this Article, “related company” means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

Destruction of Documents

1. The Company may destroy:–

(a) any share certificate which has been cancelled at any time after the expiry of one (1) Destruction of year from the date of such cancellation; ~~D~~ documents.

• (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;

• (c) any instrument of transfer of shares which has been registered at any time after the expiry of six (6) years from the date of registration; and

• (d) any other document on the basis of which any entry in the register is made at any time after the expiry of six (6) years from the date any entry in the register was first made in respect of it;

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

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

• (ii) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and

• (iii) references in this Article to the destruction of any document include reference to its disposal in any manner.

183A. Notwithstanding any provisions contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (d) of Article 183 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim.

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APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The following table sets out the details of the Initial Subscribers of the Company on 25th day of March 1985:

Names, Addresses and Descriptions of	Initial Subscribers			Number of Shares taken byeach Initial Subscriber	Number of Shares taken byeach Initial Subscriber
(Sd.) CHOI KIN CHUNG CHOI KIN CHUNG（蔡建中） 9th Floor, 8C, Homantin Street, Kowloon. Merchant (Sd.) HA CHUNG FONG HA CHUNG FONG（夏松芳） 9th Floor, 8B, Homantin Street, Kowloon. Merchant					One One
		Total number of shares taken…			Two

~~Dated the 25th day of March, 1985. WITNESS to the above signatures:–~~

(Note: The names and other particulars of the Initial Subscribers and related content appearing on this page originally formed part of the Memorandum and Articles of Association of the Company before Part 3 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) came into effect on 3rd March 2014, and are now reproduced here for reference only.)

~~(Sd.) Ophelia S. F. Yuen Secretary Rm. 1605 Sino Centre, 582-592 Nathan Road, Kowloon.~~

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NOTICE OF AGM

==> picture [221 x 44] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 420)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of Fountain Set (Holdings) Limited (the “ Company ”) will be held at Block A, 6th Floor, Eastern Sea Industrial Building, 29-39 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong on Friday, 24 June 2016 at 9:30 a.m., or any adjournment thereof, for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company, the directors’ report and the independent auditors’ report for the year ended 31 December 2015 (the “ Year ”).

2. To approve the payment of a final dividend of HK4 cents per share in the capital of the Company for the Year.

3. (A) To re-elect Mr. ZHANG Chong as a non-executive director.

4. (B) To re-elect Mr. LAN Jiang as an executive director.

5. (C) To re-elect Mr. William LAM as an independent non-executive director.

6. To authorise the board of directors of the Company (the “ Directors ” and the “ Board ”, respectively) to fix the Directors’ remuneration.

7. To re-appoint BDO Limited as independent auditor of the Company in respect of the Company’s financial statements for the year ending 31 December 2016 and to authorise the Board to fix its remuneration.

8. To consider and, if thought fit, to pass with or without amendments, the following resolutions as Ordinary Resolutions of the Company:

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NOTICE OF AGM

ORDINARY RESOLUTIONS

• (A) “ THAT :

• (i) subject to paragraph (ii) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares in the capital of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of Shares to be repurchased by the Company pursuant to the approval in paragraph (i) of this Resolution shall not exceed 10 per cent. of the aggregate number of Shares in issue of the Company at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and

• (iii) for the purposes of this Resolution,

“Relevant Period” means the period from passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of Hong Kong to be held; or

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF AGM

(B) “ THAT :

• (i) subject to paragraph (iii) of this Resolution, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period of all powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “ Shares ”) and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into or exchangeable for Shares) which would or might require the Shares to be allotted be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this Resolution shall authorise the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into or exchangeable for Shares) which would or might require the Shares to be allotted after the end of the Relevant Period;

• (iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of Shares or rights to acquire Shares; or (c) any issue of Shares pursuant to the exercise of rights of subscription, conversion or exchange under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into or exchangeable for Shares; or (d) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate number of Shares in issue at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

• (iv) for the purposes of this Resolution,

“Relevant Period” shall have the same meaning as ascribed to it in Ordinary Resolution 6(A) set out in the notice convening this annual general meeting.

“Rights Issue” means an offer of Shares or issue of option, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares, or any class of Shares, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such Shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

• (C) “ THAT conditional upon the passing of Ordinary Resolutions 6(A) and 6(B) set out in the notice convening this annual general meeting (the “ Notice ”), the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company (the “ Shares ”) pursuant to Ordinary Resolution 6(B) of the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the Ordinary Resolution 6(A) of the Notice, provided that such extended amount shall not exceed 10 per cent. of the aggregate number of Shares in issue at the date of the passing of this Resolution.”

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NOTICE OF AGM

1. To consider and, if thought fit, to pass with or without amendments, the following resolutions as a Special Resolution of the Company:

SPECIAL RESOLUTION

“ THAT :

the new articles of association in the form produced to the meeting and marked “A” and initialed by the Chairman of the meeting for the purpose of identification (the “ New Articles ”), be and are hereby approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the articles of association of the Company in force immediately before the passing of this Special Resolution; and THAT any director or any one of the joint company secretaries of the Company be and is hereby authorised to do all such acts and execute all such documents as may be necessary or expedient to give full effect to the adoption of the New Articles and to make relevant registrations and filings in accordance with the relevant requirements under the applicable laws and regulations in Hong Kong and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited”

By order of the Board Fountain Set (Holdings) Limited ZHAO Yao

Chairman and Chief Executive Officer

Hong Kong, 24 May, 2016

Registered office:

Block A, 6th Floor Eastern Sea Industrial Building 29-39 Kwai Cheong Road Kwai Chung New Territories Hong Kong

As at the date of this Notice, the Board comprises four executive Directors, namely Mr. ZHAO Yao, Mr. GONG Zhengyi, Mr. CHEN Minghong and Mr. LAN Jiang; two non-executive Directors, namely Dr. YEN Gordon and Mr. ZHANG Chong; and four independent non-executive Directors, namely Mr. NG Kwok Tung, Mr. CHOW Wing Kin, Anthony, SBS, JP, Mr. Ying Wei and Mr. William LAM.

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NOTICE OF AGM

Notes:

1. Any member of the Company (the “ Member ”) entitled to attend and vote at the Meeting is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, to vote instead of him. A proxy need not be a Member.

2. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney, must be deposited at the Company’s share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

3. The register of members of the Company (the “ Register of Members ”) will be closed from Wednesday, 22 June 2016 to Friday, 24 June 2016, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 21 June, 2016.

4. Subject to the passing of ordinary resolution 2 of this Notice, the Register of Members will be closed from Wednesday, 6 July 2016, to Friday, 8 July 2016, both days inclusive, during which period no transfer of Shares will be registered. In order to ascertain shareholders’ entitlement to the proposed final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 5 July 2016.

5. At the Meeting, the chairman of the Meeting will exercise his power under article 73 of the articles of association of the Company to put all the resolutions set out in this Notice to be voted by way of poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. On a poll, every Member present in person (or in the case of the corporation by its corporate representative) or by proxy shall have one vote for each Share of which he/she/it is the holder.

6. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or any adjournment thereof should the Member so wish and in such event, the authority of the proxy shall be deemed to be revoked.

7. (a) Subject to paragraph (b) below. if a black rainstorm warning signal is expected to be in force at any time between 9:00 a.m. and 6:00 p.m. on the date of the Meeting, the Meeting will be postponed and Members will be informed of the date, time and venue of the postponed Meeting by a supplemental notice posted on the respective websites of the Company and the Stock Exchange.

8. (b) If a black rainstorm warning signal is lowered or cancelled 3 hours before the time appointed for holding the Meeting and where conditions permit, the Meeting will be held as scheduled.

9. (c) The Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

10. (d) After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

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

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