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Fufeng Group Limited AGM Information 2022

Apr 22, 2022

49286_rns_2022-04-22_87481c2d-adfb-4c71-8ed9-b4af02c8d87a.pdf

AGM Information

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THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any 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, bank manager, solicitor, professional accountant or other professional adviser.

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

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Fufeng Group Limited 阜豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held on Friday, 27 May 2022 at 9:30 a.m. at Orchid Room, Level 4, Marco Polo Hongkong Hotel, No. 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 63 to 68 of this circular. A form of proxy for use at the annual general meeting of the Company is enclosed with this circular.

Whether or not you are able to attend the annual general meeting of the Company, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the annual general meeting of the Company. Completion and return of a form of proxy will not preclude you from attending and voting at the annual general meeting of the Company or at any adjourned meeting in person and in such event, the instrument appointing a proxy shall be deemed to be revoked.

22 April 2022

CONTENTS

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Special arrangements for the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . 6
General mandates to issue and repurchase shares. . . . . . . . . . . . . . . . . . . . . . . . 7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
AGM and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Voting by way of poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix I
—
Explanatory statement for the Repurchase Mandate. . . . . . .		 10
Appendix II
—
Particulars concerning re-election of Directors . . . . . . . . . . .		 13
Appendix III
—
Comparative Table of the Amendments
to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . 15
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

– i –

DEFINITIONS

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

  • “AGM”

  • the annual general meeting of the Company to be held on Friday, 27 May 2022, at 9:30 a.m. at Orchid Room, Level 4, Marco Polo Hongkong Hotel, No. 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong or any adjournment thereof (as the case may be)

  • “AGM Notice”

  • the notice dated 22 April 2022 for convening the AGM as set out on pages 63 to 68 of this circular

  • “Amended and Restated Articles of the third amended and restated articles of association of Association” the Company incorporating and consolidating all the Proposed Amendments, proposed to be adopted by the Company at the AGM

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

  • “Board” the board of Directors

  • “Company”

  • Fufeng Group Limited, a company incorporated in the Cayman Islands with its issued Shares listed on the Stock Exchange

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

  • “Group” the Company and its subsidiaries

  • “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC

  • “Latest Practicable Date” 14 April 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

  • “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “Post-IPO Share Option Scheme” the share option scheme of the Company adopted on 10 January 2007

  • “PRC” the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

– 1 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” share(s) in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” the Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

– 2 –

SPECIAL ARRANGEMENTS FOR THE AGM

In view of the current COVID-19 situation and the changing government regulations on social distancing measures in Hong Kong, shareholders are reminded that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights. The Company strongly encourages Shareholders to exercise their right to vote at the Meeting by appointing the chairman of the Meeting (who is expected to be an independent non-executive Director) as their proxy and to return their forms of proxy by the time specified above, instead of attending the Meeting in person.

To safeguard the health and safety of the Shareholders, staff and stakeholders from the risk of infection of COVID-19, the following precautionary and control measures will be implemented at the AGM, without limitation:

  • (i) the Company will take the following precautionary measures to safeguard the health and well-being of Shareholders (or their proxies) who are attending the AGM in person, including temperature screening, requiring all participants to wear surgical face mask, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the physical AGM, no food or beverages will be served at the venue and no souvenirs would be distributed. The Company may also deny any person who refuses to co-operate with the above precautionary measure or is detected to have a fever (i.e. over 37.3 C) or exhibiting flu-like symptoms from entering the meeting venue to the extent permissible under the applicable laws and regulations;

  • (ii) the number of attendees will be limited to the minimum number of persons present as is legally required to form a quorate meeting by Directors or other staff members who are Shareholders or proxies. Shareholders attend the AGM in person will be arranged on first-come-first-served basis. For so long as the reduced gathering restrictions are in place, he or she may not be legally allowed to attend the AGM in person. As such, all Shareholders are strongly encouraged to appoint the chairman of the AGM as their proxy by completing and signing the accompanying proxy form in accordance with the instructions printed thereon and returning it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the annual general meeting of the Company; and

  • (iii) a live webcast of the AGM through Tricor e-Meeting System at the designated website will be arranged for Shareholders to view and participate in the AGM. Shareholders that intend to participate in the AGM via the Tricor e-Meeting System can visit the designated website and enter the login credentials which has been posted to Shareholders together with the AGM notice, Circular and Proxy Form to attend the AGM online.

– 3 –

SPECIAL ARRANGEMENTS FOR THE AGM

All resolutions at the AGM will be decided on a poll. Shareholders will not be able to vote online on the resolutions to be tabled for approval at the AGM and their presence at the live webcast will not be counted as quorum or attendance at the AGM. However, Shareholders will still be able to vote by doing so in advance of the AGM by proxy in accordance with the instructions stated in the proxy stated therein. Shareholders who wish to vote on any resolution at the AGM should appoint the chairman of the AGM as his/her/its proxy to exercise the right to vote at the AGM in accordance with as his/her/its instructions. If Shareholders appoint a person who is not the chairman of the AGM as his/her/its proxy, that person may not be permitted entry to the meeting venue and may not be able to exercise his/her/its vote for so long as the reduced gathering restrictions are in place.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. Shareholders are advised to check the latest announcements published by the Company for future updates on the AGM arrangements.

If you have any queries on the above, please contact the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, via their hotline at (852) 2975 0928 from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays).

– 4 –

LETTER FROM THE BOARD

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Fufeng Group Limited 阜豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

Executive Directors: Li Xuechun (chairman) Li Deheng Li Guangyu

Independent non-executive Directors: Lau Chung Wai Zhang Youming Li Ming

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

Head office and principal place of business in the PRC: Western section of Huahai Road Junan Shandong PRC, 276600

Principal place of business in Hong Kong: Suite 1204B–7A, 12/F Tower 3, China Hong Kong City 33 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

22 April 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

– 5 –

LETTER FROM THE BOARD

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the proposed amendments to the Articles of Association, and the proposed adoption of the Amended and Restated Articles of Association, (ii) the granting of the General Mandates to Issue and Repurchase Shares; and (iii) the re-election of Directors.

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandates to Issue and Repurchase Shares, the re-election of Directors and the notice of the AGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 12 April 2022 in relation to the proposed amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association.

In order to further improve its corporate governance, in line with the relevant requirements of the Listing Rules (in particular, Appendix 3 of the Listing Rules) under the amendments thereto which took effect from 1 January 2022 and the laws of the Cayman Islands and provide for other housekeeping amendments to the Articles of Association, the Board resolved on 12 April 2022 to propose to make amendments to certain articles in the Articles of Association (the “ Proposed Amendments ”) and to adopt of the Amended and Restated Articles of Association in substitution for and to the exclusion of the Articles of Association.

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

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

– 6 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Resolutions will be proposed at the AGM to approve the grant of general mandates to the Directors to allot, issue, and deal with and repurchase Shares respectively, as well as to extend the former mandate to allot shares by adding to it such nominal amount of Shares repurchased by the Company by exercise of the repurchase mandate. The relevant resolutions, in summary, are:

  • an ordinary resolution to give the Directors a general unconditional mandate to allot, issue, and deal with the Shares (including, among others, offers, agreements, options, warrants or similar rights in respect thereof) not exceeding 506,727,807 Shares or approximately 20% of the aggregate nominal value of the Company’s issued share capital as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier date as stated in the resolution) (the “ Issue Mandate ”);

  • an ordinary resolution to give the Directors a general mandate to exercise all the powers of the Company to repurchase such number of Shares not exceeding 10% of the aggregate nominal value of the Company’s issued share capital as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier date as stated in the resolution) (the “ Repurchase Mandate ”); and

  • conditional on the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution to authorise the Directors to exercise the powers to allot, issue, and deal with additional Shares under the Issue Mandate by adding to the Issue Mandate the aggregate nominal value of those Shares repurchased by the Company pursuant to the Repurchase Mandate.

The explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Articles 87(1) of the Articles of Association, the executive Director, Mr. Li Xuechun and the independent non-executive Director, Mr. Lau Chung Wai shall retire by rotation at the AGM. All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

By virtue of Article 86(3) of the Articles of Association, the office of Ms. Li Ming will end at the AGM. Ms. Li Ming will, being eligible, offer herself for re-election.

Particulars of Directors proposed to be re-elected at the AGM as required to be disclosed pursuant to the Listing Rules are set out in Appendix II to this circular.

– 7 –

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held on 27 May 2022 is set out on pages 63 to 68 of this circular. A special resolution will be proposed at the AGM to approve, among other things, the Proposed Amendments to the Articles of Association and the proposed adoption of the Amended and Restated Articles of Association. Ordinary resolutions will be proposed at the AGM to approve, among other things, (i) the granting of the General Mandates to Issue and Repurchase Shares; and (ii) the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy enclosed with this circular in accordance with instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the AGM. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM or at any adjourned meeting in person an in such event, the instrument appointing a proxy shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 66 of the Articles of Association.

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.

RECOMMENDATION

The Directors consider the proposed grant of the General Mandates to Issue and Repurchase Shares and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

– 8 –

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

The English text of this document shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board of Fufeng Group Limited Li Xuechun Chairman

– 9 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement required by the Listing Rules to be given to all Shareholders to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM authorising the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 2,533,639,037 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company before the AGM, could result in up to 253,363,903 Shares being repurchased by the Company during the period from the date of passing of the resolution relating to the Repurchase Mandate up to the earliest of (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 or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

Repurchases of the Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. While it is not possible to anticipate in advance any specific circumstances in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. Such funds legally available for repurchasing Shares include:

  • (i) such funds made out of profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Companies Law, out of capital; and

  • (ii) in the case of any premium payable on the repurchase, such funds made out of the profits of the Company or from sums standing the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

– 10 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS AND CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors and their respective associates has a present intention, in the event that the Repurchase Mandate is approved and exercised, to sell any Shares to the Company. No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate has been approved and exercised.

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODES ON TAKEOVERS AND MERGERS AND SHARE BUY-BACKS

If as a result of the repurchase of Shares, 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 the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs (the “ Takeovers Code ”). As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder ’s interests, 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.

– 11 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The Directors are not aware of any Shareholder or a group of Shareholders acting in concert who will become obliged to make a mandatory offer under the Takeovers Code as a result of a repurchase pursuant to the Repurchase Mandate, except that Motivator Enterprises Limited (“ Motivator Enterprises ”) (in which Mr. Li Xuechun, an executive Director and the chairman of the Company, is beneficially interested in the entire issued share capital) may be required to make a mandatory offer if as a result of the exercise of the Repurchase Mandate, the interests of Motivator Enterprises in the Company over a 12-month period is increased by more than 2%. As at the Latest Practicable Date, Motivator Enterprises held 1,000,217,461 Shares, representing approximately 39.48% of the issued capital of the Company. If the Repurchase Mandate is exercised in full, the interests of Motivator Enterprises in the Company will be increased by approximately 4.38% to approximately 43.86%.

8. SHARES REPURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months prior to the date of this circular.

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months prior to the date of this circular were as follows:

Per Share
Highest Lowest
(HK$) (HK$)
2021
April 3.00 2.74
May 2.89 2.51
June 2.78 2.46
July 2.64 2.37
August 2.98 2.31
September 3.15 2.65
October 2.85 2.54
November 3.46 2.50
December 3.46 2.59
2022
January 3.29 2.68
February 3.16 2.86
March 3.45 2.42
April (up to the Latest Practicable Date) 3.93 3.06

– 12 –

PARTICULARS CONCERNING RE-ELECTION OF DIRECTORS

APPENDIX II

In relation to the re-election of retiring Directors as referred to in resolution no. 3 of the AGM Notice, Mr. Li Xuechun and Mr. Lau Chung Wai, will retire by rotation in accordance with Article 87 of the Articles of Association. The retiring Directors, being eligible, offer themselves for re-election at the AGM.

By virtue of Article 86(3) of the Articles of Association, the office of Ms. Li Ming will end at the AGM. Ms. Li Ming will, being eligible, offer herself for re-election.

The following are the particulars of the above mentioned retiring Directors as required to be disclosed under the Listing Rules:

李學純 (Li Xuechun) (the “ Mr. Li ”), aged 70, is the principal founder of the Group, the chairman of the Company and an executive Director. Mr. Li is also a director of Acquest Honour Holdings Limited, Summit Challenge Limited, Absolute Divine Limited, Expand Base Limited, Fufeng Singapore Pte. Ltd., Shandong Fufeng Fermentation Co Ltd, Baoji Fufeng Biotechnologies Co Ltd, Neimenggu Fufeng Biotechnologies Co Ltd, Hulunbeir Northeast Fufeng Biotechnologies Co Ltd, Qiqihar Longjiang Fufeng Biotechnologies Co Ltd and Xinjiang Fufeng Biotechnologies Co Ltd , all being subsidiaries of the Company. Mr. Li is responsible for the strategic planning and formulation of overall corporate development policy of the Group. Mr. Li obtained a bachelor’s degree in industrial fermentation from 山東輕工業學院 (Shandong Institute of Light Industry) in 1982. Mr. Li established the Group in June 1999 when he was appointed a director of Shandong Fufeng upon its establishment. Mr. Li has 40 years of experience in the fermentation industry. Mr. Li did not hold any directorship in other listed public companies in the last three years. Mr. Li has entered into a service contract with the Company for an initial term of three years commencing from 8 February 2007. The service contract of the above mentioned executive Director is renewable automatically for successive terms of one year each commencing from the day following the expiry of the then current term, unless and until (i) terminated by either party thereto giving not less than three months’ prior written notice with the last day of the notice falling on the last day of the initial term or any time thereafter; or (ii) the Director not being re-elected as a Director or being removed by the Shareholders at general meeting of the Company in accordance with the Articles of Association. Mr. Li is entitled to a monthly salary of RMB303,100 and a discretionary bonus with maximum amount of RMB400,000 which are determined according to his responsibilities and contribution to the Group. Mr. Li is the sole director of and is beneficially interested in the entire issued share capital of Motivator Enterprises Limited which held approximately 39.48% of the issued share capital of the Company as at the Latest Practicable Date and is the controlling Shareholder. Mr. Li is deemed to be interested in these Shares under the SFO. Mr. Li is the brother-in-law of 李德衡 (Li Deheng) (an executive Director) and the father of 李廣玉 (Li Guangyu) (an executive Director).

劉仲緯 (Lau Chung Wai) (the “ Mr. Lau ”), aged 39, is an independent non-executive Director. Mr. Lau has over 17 years’ experience in the field of accounting and financial management. Mr. Lau graduated from the Hong Kong University of Science and Technology with a bachelor of business administration in accounting in November 2004 and is a fellow practising member of the Hong Kong Institute of Certified Public Accountants. Mr. Lau has been

– 13 –

PARTICULARS CONCERNING RE-ELECTION OF DIRECTORS

APPENDIX II

the chief financial officer and company secretary of Kwung’s Holdings Limited, a company primarily engaged in original design manufacturer and supplier of home decoration product, since March 2019 and is responsible for overseeing the investment, legal and financial affairs. From August 2015 to March 2019, Mr. Lau served in Da Sen Holdings Group Limited (stock code: 1580) as the chief financial officer and company secretary. Mr. Lau also served as an independent non-executive director of Metropolis Capital Holdings Limited (stock code: 8621) and Hongcheng Environmental Technology Company Limited (stock code: 2265) since November 2018 and October 2021 respectively. Mr. Lau does not have any relationship with any Directors, senior management, substantial or controlling Shareholders. Save as disclosed above, Mr. Lau did not have any directorships in other listed public companies in the last three years nor has held any other position with the Company and any of its subsidiaries. Mr. Lau does not have any interests in the shares of the Company within the meaning of Part XV of the SFO. Mr. Lau has renewed into a service contract with the Company for two years commencing from 12 June 2021 and is subject to the requirement on rotation, removal, vacation or termination of office according to the Articles of Association, the relevant laws and the Listing Rules. Mr. Lau is entitled to a director’s fee of HKD180,000 per annum.

李銘 (Li Ming) (the “ Ms. Li ”), aged 44, is an independent non-executive Director. Ms. Li has over 19 years’ experience in corporate finance advisory field in Hong Kong. Ms. Li is currently an executive director of Da Yu Financial Holdings Limited (“ Da Yu ”, Stock Code: 1073), which is principally engaged in the provision of corporate finance advisory services and asset management services and listed on the Main Board of the Stock Exchange since July 2019. She joined Yu Ming Investment Management Limited (“ Yu Ming ”), a wholly-owned subsidiary of Da Yu since October 2007 and is currently a director of Yu Ming. Prior to joining Yu Ming, she worked with Asian Capital (Corporate Finance) Limited from April 2001 to October 2007. She is licensed to act as a Responsible Officer in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as well as a Licensed Representative in Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO. Ms. Li obtained Master of Finance (Investment Management) degree from The Hong Kong Polytechnic University in 2010 and Bachelor of Arts degree in Business Administration awarded by the University of Hertfordshire of the United Kingdom in 2000. Save as disclosed above, Ms. Li did not hold any directorship in other listed public companies in the last three years nor has held any other positions with the Company and any of its subsidiaries. Ms. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO, nor does she have any relationship with any Directors, senior management, substantial or controlling Shareholders. Ms. Li has entered into a service contract with the Company for an initial term of two years commencing from 1 April 2022 and is subject to the requirement on rotation, removal, vacation or termination of office according to the Articles of Association, the relevant laws and the Listing Rules. Ms. Li is entitled to a director’s fee of HKD180,000 per annum.

Save as disclosed above, there is no information in relation to Rules 13.51(2)(h) to (v) of the Listing Rules nor other matters regarding the retiring Directors that have to be brought to the attention of the holders of securities of the Company.

– 14 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

I. Comparative Table of the Major Proposed Amendments

Original Article Amended Article **Basis for ** **Basis for ** **Basis for ** **Basis for ** **Basis for ** the the
**Article ** No. Article Article No. Article Amendments
2(1) 2(1) “Act” the Companies Act, Cap. 22 (Act 3 of 1961, as To ensure consistency
consolidated and revised) of the Cayman Islands. and amend in
accordance with the
“announcement” an official publication of a Notice or Companies Act and
document of the Company, including a publication, Appendix 3 to the
subject to and to such extent permitted by the Listing Listing Rules and to
Rules, by electronic communication or by advertisement assist the interpretation
published in the newspapers or in such manner of means of other articles which
ascribed
and
permitted
by
the
Listing
Rules
and		 relate to housekeeping
applicable laws. amendments and to
modernise or clarify
“associate”
Designated		 the meaning Attributed to
Stock Exchange.		 it in the rules of the ~~“associate” the meaning Attributed to it in the rules of the~~
~~Designated Stock Exchange.~~		 articles
where
it
is
considered appropriate
“capital” the share capital from time to time of the “capital” the share capital of the Company from time to
Company. time ~~of the Company.~~
“close associate” in relation to any Director, shall have
the same meaning as defined in the Listing Rules as
modified from time to time, except that for purposes of
Article 100 where the transaction or arrangement to be
approved by the Board is a connected transaction referred
to in the Listing Rules, it shall have the same meaning as
that ascribed to “associate” in the Listing Rules.
“electronic
communication”
a
communication
sent,
transmitted, conveyed and received by wire, by radio, by
optical means or by other electron magnetic means in any
form through any medium.
“electronic
meeting”
a
general
meeting
held
and
conducted wholly and exclusively by virtual attendance
and participation by Members and/or proxies by means of
electronic facilities.
“hybrid meeting” a general meeting convened for the (i)
physical attendance by Members and/or proxies at the
Principal Meeting Place and where applicable, one or
more Meeting Locations and (ii) virtual attendance and
participation by Members and/or proxies by means of
electronic facilities.
“Listing Rules” rules of the Designated Stock Exchange.
“Meeting Location” has the meaning given to it in Article
64A.

– 15 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article
Basis for the
Amendments
Article
Article No.
Article
Article No.
“Law” The Companies Law, Cap. 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands;
“ordinary resolution” resolution shall be an ordinary
resolution when it has been passed by a simple majority
of votes cast by such Members as, being entitled so to do,
vote in person or, in the case of any Member being a
corporation, by its duly authorised representative or,
where proxies are allowed, by proxy at a general meeting
of which not less than fourteen (14) clear days’ Notice
has been duly given.
“Register” the principal register and where applicable,
any branch register of Members of the Company to be
maintained at such place within or outside the Cayman
Islands as the Board shall determine from time to time.
“special resolution” a resolution shall be a special
resolution when it has been passed by a majority of not
less than three-fourths of votes cast by such Members as,
being entitled so to do, vote in person or, in the case of
such Members as are corporations, by their respective
duly authorised representative or, where proxies are
allowed, by proxy at a general meeting of which not less
than twenty-one (21) clear days’ Notice, specifying
(without prejudice to the power contained in these
Articles to amend the same) the intention to propose the
resolution as a special resolution, has been duly given.
Provided that, except in the case of an annual general
meeting, if it is so agreed by a majority in number of the
Members having the right to attend and vote at any such
meeting, being a majority together holding not less than
ninety-five (95) per cent. in nominal value of the shares
giving that right and in the case of an annual general
meeting, if it is so agreed by all Members entitled to
attend and vote thereat, a resolution may be proposed and
passed as a special resolution at a meeting of which less
than twenty-one (21) clear days’ Notice has been given;
...
“Statutes” the Law and every other law of the Legislature
of the Cayman Islands for the time being in force
applying to or affecting the Company, its memorandum of
association and/or these Articles.		 ~~“Law” The Companies Law, Cap. 22 (Law 3 of 1961, as~~
~~consolidated and revised) of the Cayman Islands;~~
“ordinary resolution” resolution shall be an ordinary
resolution when it has been passed by a simple majority
of votes cast by such Members as, being entitled so to do,
vote in person or, in the case of any Member being a
corporation, by its duly authorised representative or,
where proxies are allowed, by proxy at a general meeting
of which ~~not less than fourteen (14) clear days’ ~~Notice
has been duly given in accordance with Article 59.
“physical meeting” a general meeting held and conducted
by physical attendance and participation by Members
and/or proxies at the Principal Meeting Place and/or
where applicable, one or more Meeting Locations.
“Principal Meeting Place” shall have the meaning given to
it in Article 59(2).
“Register” the principal register and where applicable,
any branch register of Members ~~of the Company ~~to be
maintained at such place within or outside the Cayman
Islands as the Board shall determine from time to time.
“special resolution” a resolution shall be a special
resolution when it has been passed by a majority of not
less than three-fourths of votes cast by such Members as,
being entitled so to do, vote in person or, in the case of
such Members as are corporations, by their respective
duly authorised representative or, where proxies are
allowed, by proxy at a general meeting of which ~~not less~~
~~than twenty-one (21) clear days’ Notice, specifying~~
~~(without prejudice to the power contained in these~~
~~Articles to amend the same) the intention to propose the~~
~~resolution as a special resolution, has been duly given.~~
~~Provided that, except in the case of an annual general~~
~~meeting, if it is so agreed by a majority in number of the~~
~~Members having the right to attend and vote at any such~~
~~meeting, being a majority together holding not less than~~
~~ninety-five (95) per cent. in nominal value of the shares~~
~~giving that right and in the case of an annual general~~
~~meeting, if it is so agreed by all Members entitled to~~
~~attend and vote thereat, a resolution may be proposed and~~
~~passed as a special resolution at a meeting of which less~~
~~than twenty-one (21) clear days’ Notice has been given;~~
Notice has been duly given in accordance with Article 59.
...
“Statutes” the ~~Law ~~Act and every other law of the
Legislature of the Cayman Islands for the time being in
force
applying
to
or
affecting
the
Company,
its
memorandum of association and/or these Articles.

– 16 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Basis for the
**Article ** No. Article Article No. Article Amendments
“subsidiary and Holding
Company”
the		 meanings ~~“subsidiary~~
~~and~~
~~Holding~~
~~Company”~~
~~the~~
~~meanings~~
attributed to them in the rules of the Designated Stock ~~attributed to them in the rules of the Designated Stock~~
Exchange. ~~Exchange.~~
“substantial shareholder” a person who is entitled to
exercise, or to control the exercise of, 10% or more (or
such other percentage as may be prescribed by the Listing
Rules from time to time) of the voting power at any
general meeting of the Company.
2(2) (e) expressions referring to writing shall, unless the 2(2) (e) expressions referring to writing shall, unless the To supplement the
contrary intention appears, be construed as including contrary intention appears, be construed as including interpretation
printing, lithography, photography and other modes of printing, lithography, photography and other modes of provisions
representing words or figures in a visible form, and representing or reproducing words or figures in a legible
including where the representation takes the form of and non-transitory form or, to the extent permitted by and
electronic display, provided that both the mode of service in accordance with the Statutes and other applicable laws,
of the relevant document or notice and the Member’s rules and regulations, any visible substitute for writing
election comply with all applicable Statutes, rules and (including an electronic communication), or modes of
regulations; representing or reproducing words partly in one visible
form and partly in another visible form, and including
where the representation takes the form of electronic
display, provided that both the mode of service of the
relevant document or ~~notice ~~Notice and the Member’s
election comply with all applicable Statutes, rules and
regulations;
... ...
(h) references to a document being executed include (h) references to a document (including, but without
references to it being executed under hand or under seal limitation, a resolution in writing) being signed or
or by electronic signature or by any other method and executed include references to it being signed or executed
references to a notice or document include a notice or under hand or under seal or by electronic signature or by
document recorded or stored in any digital, electronic, electronic communication or by any other method and
electrical, magnetic or other retrievable form or medium
and information in visible form whether having physical		 references to a ~~notice ~~Notice or document include a ~~notice~~
Notice or document recorded or stored in any digital,
substance or not electronic, electrical, magnetic or other retrievable form
or medium and information in visible form whether
having physical substance or not;
(i)
Section
8
and
Section
19
of
the
Electronic
Transactions Act (2003) of the Cayman Islands, as
amended from time to time, shall not apply to these
Articles
to
the
extent
it
imposes
obligations
or
requirements in addition to those set out in theseArticles;
(j) a reference to a meeting: shall mean a meeting
convened and held in any manner permitted by these
Articles and any Member or Director attending and
participating at a meeting by means of electronic facilities
shall be deemed to be present at that meeting for all
purposes of the Statutes and these Articles, and attend,
participate,
attending,
participating,
attendance
and
participation shall be construed accordingly;

– 17 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Original Article Amended Article **Basis ** for the
**Article ** No. Article Article No. Article Amendments
(k) references to a person’s participation in the business
of a general meeting include without limitation and as
relevant the right (including, in the case of a corporation,
through a duly authorised representative) to speak or
communicate, vote, be represented by a proxy and have
access in hard copy or electronic form to all documents
which are required by the Statutes or these Articles to be
made available at the meeting, and participate and
participating in the business of a general meeting shall be
construed accordingly;
(l) references to electronic facilities include, without
limitation, website addresses, webinars, webcast, video or
any form of conference call systems (telephone, video,
web or otherwise); and
(m) where a Member is a corporation, any reference in
these Articles to a Member shall, where the context
requires, refer to a duly authorised representative of such
Member.
3 (2) Subject to the Law, the Company’s Memorandum and
Articles of Association and, where applicable, the rules of
any Designated Stock Exchange and/or any competent		 3 (2) Subject to the ~~Law ~~Act, the Company’s Memorandum
and Articles of Association and, where applicable, the
Listing Rules and/or the rules of ~~any Designated Stock~~		 To amend
according
Companies		 the article
to
the
Act and to
regulatory authority, any power of the Company to ~~Exchange and/or ~~any competent regulatory authority, ~~any~~ modernise or provide
purchase or otherwise acquire its own shares shall be
exercisable by the Board in such manner, upon such terms		 ~~power of ~~the Company shall have the power to purchase
or otherwise acquire its own shares and such power shall		 flexibility to the extent
permissible
by
laws
and subject to such conditions as it thinks fit. The be exercisable by the Board in such manner, upon such and regulations
Company is hereby authorised to make payments in terms and subject to such conditions as it in its absolute
respect of the purchase of its shares out of capital or out discretion thinks fit and any determination by the Board
of any other account or fund which can be authorised for of the manner of purchase shall be deemed authorised by
this purpose in accordance with the Law. these Articles for purposes of the Act. The Company is
hereby authorised to make payments in respect of the
purchase of its shares out of capital or out of any other
account or fund which can be authorised for this purpose
in accordance with the ~~Law~~Act.
(3) Except as allowed by the Law and subject further to
compliance
with
the
rules
and
regulations
of
the		 ~~(3) Except as allowed by the Law and subject further ~~(3)
Subject to compliance with the ~~rules and regulations of~~
Designated Stock Exchange and any other relevant
regulatory authority the Company shall not give financial
assistance for the purpose of or in connection with a
purchase made or to be made by any person of any shares		 ~~the Designated Stock Exchange ~~Listing Rules and any
other
~~relevant~~
competent
regulatory
authority,
the
Company ~~shall not ~~may give financial assistance for the
purpose of or in connection with a purchase made or to be
in the Company. made by any person of any shares in the Company.
(4) No share shall be issued to bearer. (4)
The
Board
may
accept
the
surrender
for
no
consideration of any fully paid share.
~~(4) ~~(5) No share shall be issued to bearer.

– 18 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
4(d) sub- divide its shares, or any of them, into shares of 4(d) sub-divide its shares, or any of them, into shares of To clarify reference to
smaller amount than is fixed by the memorandum of smaller amount than is fixed by the ~~memorandum of~~ the Company’s
association (subject, nevertheless, to the Law), and may
by such resolution determine that, as between the holders		 ~~association~~
Company’s
Memorandum
of
Association
(subject, nevertheless, to the ~~Law ~~Act), and may by such		 Memorandum
Association		 of
of the shares resulting from such sub- division, one or resolution determine that, as between the holders of the
more of the shares may have any such preferred, deferred shares resulting from such sub-division, one or more of
or other rights or be subject to any such restrictions as the shares may have any such preferred, deferred or other
compared with the other or others as the Company has rights or be subject to any such restrictions as compared
power to attach to unissued or new shares; with the other or others as the Company has power to
attach to unissued or new shares;
7 Except so far as otherwise provided by the conditions of 7 Except so far as otherwise provided by the conditions of To amend clerical error
issue, or by these Articles, any capital raised by the issue, or by these Articles, any capital raised by the
creation of new shares shall be treated as if it formed part creation of new shares shall be treated as if it formed part
of the original capital of the Company, and such shares of the original capital of the Company, and such shares
shall be subject to the provisions contained in these shall be subject to the provisions contained in these
Ariticles with reference to the payment of calls and
instalments, transfer and transmission, forfeiture, lien,		 ~~Ariticles ~~Articles with reference to the payment of calls
and instalments, transfer and transmission, forfeiture, lien,
cancellation, surrender, voting and otherwise. cancellation, surrender, voting and otherwise.
8(1) Subject
to
the
provisions
of
the
Law
and
the
Memorandum and Articles of Association and to any		 8 Subject to the provisions of the ~~Law ~~Act and the
Company’s Memorandum and Articles of Association and		 To
for		 clarify arrangement
issuance of new
special rights conferred on the holders of any shares or to any special rights conferred on the holders of any shares
class of shares, any share in the Company (whether shares or class of shares, any share in the Company
forming part of the present capital or not) may be issued (whether forming part of the present capital or not) may
with or have attached thereto such rights or restrictions be issued with or have attached thereto such rights or
whether in regard to dividend, voting, return of capital or restrictions whether in regard to dividend, voting, return
otherwise as the Company may by ordinary resolution of capital or otherwise as the ~~Company may by ordinary~~
determine or, if there has not been any such determination ~~resolution determine or, if there has not been any such~~
or so far as the same shall not make specific provision, as ~~determination or so far as the same shall not make~~
the Board may determine. ~~specific provision, as the ~~Board may determine.
8(2) Subject to the provisions of the Law, the rules of any 9 ~~(2) S~~ubject to the provisions of the ~~Law ~~Act, the ~~rules of~~ To clarify the
Designated Stock Exchange and the Memorandum and
Articles of Association of the Company, and to any		 ~~any Designated Stock Exchange ~~Listing Rules and the
Memorandum and Articles of Association of the Company,		 applicable
Exchange rules		 Stock
special rights conferred on the holders of any shares or and to any special rights conferred on the holders of any
attaching to any class of shares, shares may be issued on shares or attaching to any class of shares, shares may be
the terms that they may be, or at the option of the issued on the terms that they may be, or at the option of
Company or the holder are, liable to be redeemed on such the Company or the holder are, liable to be redeemed on
terms and in such manner, including out of capital, as the such terms and in such manner, including out of capital,
Board may deem fit. as the Board may deem fit.
9 Subject to the Law, any preference shares may be issued ~~9~~ ~~Subject to the Law, any preference shares may be issued~~ To amend the article
or converted into shares that, at a determinable date or at ~~or converted into shares that, at a determinable date or at~~ and bring it up to date
the option of the Company or the holder are liable to be ~~the option of the Company or the holder are liable to be~~ according to Listing
redeemed on such terms and in such manner as the ~~redeemed on such terms and in such manner as the~~ Rules
Company before the issue or conversion may by ordinary ~~Company before the issue or conversion may by ordinary~~
resolution of the Members determine. Where the Company ~~resolution of the Members determine. Where the Company~~
purchases for redemption a redeemable share, purchases ~~purchases for redemption a redeemable share, purchases~~
not made through the market or by tender shall be limited ~~not made through the market or by tender shall be limited~~
to a maximum price as may from time to time be ~~to a maximum price as may from time to time be~~
determined by the Company in general meeting, either ~~determined by the Company in general meeting, either~~
generally
or
with
regard
to
specific
purchases.
If		 ~~generally~~
~~or~~
~~with~~
~~regard~~
~~to~~
~~specific~~
~~purchases.~~
~~If~~
purchases are by tender, tenders shall be available to all ~~purchases are by tender, tenders shall be available to all~~
Members alike. ~~Members alike.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
10 Subject to the Law and without prejudice to Article 8, all
or any of the special rights for the time being attached to		 10 Subject to the ~~Law~~Act and without prejudice to Article 8,
all or any of the special rights for the time being attached		 To amend the article
according to Appendix
the shares or any class of shares may, unless otherwise to the shares or any class of shares may, unless otherwise 3 to the Listing Rules,
provided by the terms of issue of the shares of that class, provided by the terms of issue of the shares of that class, and tidy up
from time to time (whether or not the Company is being from time to time (whether or not the Company is being amendments
wound up) be varied, modified or abrogated either with wound up) be varied, modified or abrogated either with
the consent in writing of the holders of not less than the consent in writing of the holders of not less than
three- fourths in nominal value of the issued shares of three-fourths in nominal value of the issued shares of that
that class or with the sanction of a special resolution class or with the sanction of a special resolution passed at
passed at a separate general meeting of the holders of the a separate general meeting of the holders of the shares of
shares of that class. To every such separate general that class. To every such separate general meeting all the
meeting all the provisions of these Articles relating to provisions of these Articles relating to general meetings
general meetings of the Company shall, mutatis mutandis, of the Company shall, mutatis mutandis, apply, but so
apply, but so that: that:
(a) the necessary quorum (other than at an adjourned (a) the necessary quorum (other than at an adjourned
meeting) shall be two persons (or in the case of a Member meeting) shall be two persons (or in the case of a Member
being a corporation, its duly authorized representative)
holding or representing by proxy not less than one- third		 being a corporation, its duly ~~authorized ~~authorised
representative) holding or representing by proxy not less
in nominal value of the issued shares of that class and at than one- third in nominal value of the issued shares of
any adjourned meeting of such holders, two holders that class and at any adjourned meeting of such holders,
present in person (or in the case of a Member being a
corporation) its duly authorized representatives or by
proxy (whatever the number of shares held by them) shall		 two holders present in person ~~(~~or (in the case of a
Member
being
a
corporation~~,~~)
its
duly
~~authorized~~
authorised representatives~~) ~~or by proxy (whatever the
be a quorum; number of shares held by them) shall be a quorum; and
(b) every holder of shares of the class shall be entitled on (b) every holder of shares of the class shall be entitled ~~on~~
a poll to one vote for every such share held by him; and ~~a poll ~~to one vote for every such share held by him~~; and~~.
(c) any holder of shares of the class present in person or ~~(c) any holder of shares of the class present in person or~~
by proxy or authorized representative may demand a poll. ~~by proxy or authorized representative may demand a poll.~~

– 20 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** for the
**Article ** No. Article Article No. Article Amendments
12(1) Subject to the Act, these Articles, any direction that may
be given by the Company in general meeting and, where		 12(1) Subject to the ~~Act ~~Law, these Articles, any direction that
may be given by the Company in general meeting and,		 For
tidy		 consistency and to
up amendments
applicable, the rules of any Designated Stock Exchange where applicable, the ~~rules of any Designated Stock~~
and without prejudice to any special rights or restrictions
for the time being attached to any shares or any class of		 ~~Exchange ~~Listing Rules and without prejudice to any
special rights or restrictions for the time being attached to
shares, the unissued shares of the Company (whether any shares or any class of shares, the unissued shares of
forming part of the original or any increased capital) shall the Company (whether forming part of the original or any
be at the disposal of the Board, which may offer, allot, increased capital) shall be at the disposal of the Board,
grant options over or otherwise dispose of them to such which may offer, allot, grant options over or otherwise
persons, at such times and for such consideration and dispose of them to such persons, at such times and for
upon such terms and conditions as the Board may in its such consideration and upon such terms and conditions as
absolute discretion determine but so that no shares shall the Board may in its absolute discretion determine but so
be issued at a discount. Neither the Company nor the that no shares shall be issued at a discount to their
Board shall be obliged, when making or granting any nominal value. Neither the Company nor the Board shall
allotment of, offer of, option over or disposal of shares, to be obliged, when making or granting any allotment of,
make, or make available, any such allotment, offer, option offer of, option over or disposal of shares, to make, or
or shares to Members or others with registered addresses make available, any such allotment, offer, option or shares
in any particular territory or territories being a territory or to Members or others with registered addresses in any
territories
where,
in
the
absence
of
a
registration		 particular territory or territories being a territory or
statement or other special formalities, this would or territories
where,
in
the
absence
of
a
registration
might, in the opinion of the Board, be unlawful or statement or other special formalities, this would or
impracticable. Members affected as a result of the might, in the opinion of the Board, be unlawful or
foregoing sentence shall not be, or be deemed to be, a impracticable. Members affected as a result of the
separate class of members for any purpose whatsoever. foregoing sentence shall not be, or be deemed to be, a
separate class of ~~members~~Members for any purpose
whatsoever.
16 Every share certificate shall be issued under the Seal or a 16 Every share certificate shall be issued under the Seal or a To clarify how and
facsimile thereof and shall specify the number and class facsimile thereof or with the Seal printed thereon and when the seal shall be
and distinguishing numbers (if any) of the shares to which shall specify the number and class and distinguishing affixed or imprinted to
it relates, and the amount paid up thereon and may numbers (if any) of the shares to which it relates, and the share certificates
otherwise be in such form as the Directors may from time amount paid up thereon and may otherwise be in such
to
time
determine.
No
certificate
shall
be
issued		 form as the Directors may from time to time determine.
representing shares of more than one class. The Board The seal of the Company may only be affixed or
may by resolution determine, either generally or in any imprinted to a share certificate with the authority of the
particular case or cases, that any signatures on any such Directors,
or
be
executed
under
the
signature
of
certificates (or certificates in respect of other securities) appropriate
officials
with
statutory
authority,
unless
need not be autographic but may be affixed to such otherwise determined by the Directors. No certificate
certificates by some mechanical means or may be printed shall be issued representing shares of more than one class.
thereon. The Board may by resolution determine, either generally
or in any particular case or cases, that any signatures on
any such certificates (or certificates in respect of other
securities) need not be autographic but may be affixed to
such certificates by some mechanical means or may be
printed thereon.
17(2) Where a share stands in the names of two or more 17(2) Where a share stands in the names of two or more To amend clerical error
persons, the person first named in the Register shall as persons, the person first named in the Register shall as
regards service of notices and, subject to the provisions of
these Articles, all or any other matters connected with the		 regards service of ~~notices ~~Notices and, subject to the
provisions of these Articles, all or any other matters
Company, except the transfer of the shares, be deemed the connected with the Company, except the transfer of the
sole holder thereof. shares, be deemed the sole holder thereof.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
22 The Company shall have a first and par amount lien on 22 The
Company
shall
have
a
first
and
~~par~~
~~amount~~		 To clarify the article
every share (not being a fully paid share) for all moneys paramount lien on every share (not being a fully paid
(whether presently payable or not) called or payable at a share) for all moneys (whether presently payable or not)
fixed time in respect of that share. The Company shall called or payable at a fixed time in respect of that share.
also have a first and paramount lien on every share (not The Company shall also have a first and paramount lien
being a fully paid share) registered in the name of a on every share (not being a fully paid share) registered in
Member (whether or not jointly with other Members) for the name of a Member (whether or not jointly with other
all amounts of money presently payable by such Member Members) for all amounts of money presently payable by
or his estate to the Company whether the same shall have such Member or his estate to the Company whether the
been incurred before or after notice to the Company of same shall have been incurred before or after notice to the
any equitable or other interest of any person other than Company of any equitable or other interest of any person
such member, and whether the period for the payment or
discharge of the same shall have actually arrived or not,		 other than such ~~member ~~Member, and whether the period
for the payment or discharge of the same shall have
and notwithstanding that the same are joint debts or actually arrived or not, and notwithstanding that the same
liabilities of such Member or his estate and any other are joint debts or liabilities of such Member or his estate
person, whether a Member of the Company or not. The and any other person, whether a Member ~~of the Company~~
Company’s lien on a share shall extend to all dividends or or not. The Company’s lien on a share shall extend to all
other moneys payable thereon or in respect thereof. The dividends or other moneys payable thereon or in respect
Board may at any time, generally or in any particular thereof. The Board may at any time, generally or in any
case, waive any lien that has arisen or declare any share particular case, waive any lien that has arisen or declare
exempt in whole or in part, from the provisions of this any share exempt in whole or in part, from the provisions
Article. of this Article.
23 Subject to these Articles, the Company may sell in such 23 Subject to these Articles, the Company may sell in such To clarify the relevant
manner as the Board determines any share on which the manner as the Board determines any share on which the number of days
Company has a lien, but no sale shall be made unless Company has a lien, but no sale shall be made unless
some sum in respect of which the lien exists is presently some sum in respect of which the lien exists is presently
payable, or the liability or engagement in respect of which payable, or the liability or engagement in respect of which
such lien exists is liable to be presently fulfilled or such lien exists is liable to be presently fulfilled or
discharged nor until the expiration of fourteen clear days discharged nor until the expiration of fourteen (14) clear
after a notice in writing, stating and demanding payment
of the sum presently payable, or specifying the liability or		 days after a ~~notice ~~Notice in writing, stating and
demanding payment of the sum presently payable, or
engagement
and
demanding
fulfilment
or
discharge		 specifying the liability or engagement and demanding
thereof and giving notice of the intention to sell in
default, has been served on the registered holder for the		 fulfilment or discharge thereof and giving ~~notice ~~Notice
of the intention to sell in default, has been served on the
time being of the share or the person entitled thereto by registered holder for the time being of the share or the
reason of his death or bankruptcy. person entitled thereto by reason of his death or
bankruptcy.
25 Subject to these Articles and to the terms of allotment, the 25 Subject to these Articles and to the terms of allotment, the To make clerical
Board may from time to time make calls upon the Board may from time to time make calls upon the amendment
Members in respect of any moneys unpaid on their shares Members in respect of any moneys unpaid on their shares
(whether on account of the nominal value of the shares or (whether on account of the nominal value of the shares or
by way of premium), and each Member shall (subject to by way of premium), and each Member shall (subject to
being given at least fourteen (14) clear days’ Notice being given at least fourteen (14) clear days’ Notice
specifying the time and place of payment) pay to the specifying the time and place of payment) pay to the
Company as required by such notice the amount called on
his shares. A call may be extended, postponed or revoked		 Company as required by such ~~notice ~~Notice the amount
called on his shares. A call may be extended, postponed or
in whole or in part as the Board determines but no revoked in whole or in part as the Board determines but
member
shall
be
entitled
to
any
such
extension,
postponement or revocation except as a matter of grace		 no ~~member ~~Member shall be entitled to any such
extension, postponement or revocation except as a matter
and favour. of grace and favour.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** **Basis for ** the
**Article ** No. Article Article No. Article Amendments
33 The Board may, if it thinks fit, receive from any Member 33 The Board may, if it thinks fit, receive from any Member To make clerical
willing to advance the same, and either in money or willing to advance the same, and either in money or amendments
money’s worth, all or any part of the moneys uncalled and money’s worth, all or any part of the moneys uncalled and
unpaid or instalments payable upon any shares held by unpaid or instalments payable upon any shares held by
him and upon all or any of the moneys so advanced (until him and upon all or any of the moneys so advanced (until
the same would, but for such advance, become presently the same would, but for such advance, become presently
payable) pay interest at such rate (if any) as the Board payable) pay interest at such rate (if any) as the Board
may decide. The Board may at any time repay the amount may decide. The Board may at any time repay the amount
so advanced upon giving to such Member not less than so advanced upon giving to such Member not less than
one month’s Notice of its intention in that behalf, unless one (1) month’s Notice of its intention in that behalf,
before the expiration of such notice the amount so
advanced shall have been called up on the shares in		 unless before the expiration of such ~~notice ~~Notice the
amount so advanced shall have been called up on the
respect of which it was advanced. Such payment in shares in respect of which it was advanced. Such payment
advance shall not entitle the holder of such share or in advance shall not entitle the holder of such share or
shares to participate in respect thereof in a dividend shares to participate in respect thereof in a dividend
subsequently declared. subsequently declared.
35 When any share has been forfeited, notice of the
forfeiture shall be served upon the person who was before		 35 When any share has been forfeited, ~~notice ~~Notice of the
forfeiture shall be served upon the person who was before		 To
make
amendment		 clerical
forfeiture the holder of the share. No forfeiture shall be forfeiture the holder of the share. No forfeiture shall be
invalidated by any omission or neglect to give such invalidated by any omission or neglect to give such
Notice. Notice.
44 The Register and branch register of Members, as the case 44 The Register and branch register of Members, as the case To amend in
may be, shall be open to inspection for at least two (2) may be, shall be open to inspection for at least two (2) accordance with
hours on every business day by Members without charge
or by any other person, upon a maximum payment of		 hours ~~on every ~~during business ~~day ~~hours by Members
without charge or by any other person, upon a maximum		 Appendix
3
Listing Rules		 to the
$2.50 or such lesser sum specified by the Board, at the
Office or such other place at which the Register is kept in		 payment of ~~$ ~~Hong Kong dollars 2.50 or such lesser sum
specified by the Board, at the Office or such other place
accordance with the Law or, if appropriate, upon a
maximum payment of $1.00 or such lesser sum specified		 at which the Register is kept in accordance with the ~~Law~~
Act or, if appropriate, upon a maximum payment of ~~$~~
by the Board at the Registration Office. The Register Hong Kong dollars 1.00 or such lesser sum specified by
including any overseas or local or other branch register of the Board at the Registration Office. The Register
Members
may,
after
notice
has
been
given
by		 including any overseas or local or other branch register of
advertisement in an appointed newspaper or any other Members
may,
after
notice
has
been
given
by
newspapers in accordance with the requirements of any advertisement in an appointed newspaper or any other
Designated Stock Exchange or by any electronic means in newspapers in accordance with the requirements of any
such manner as may be accepted by the Designated Stock Designated Stock Exchange or by any electronic means in
Exchange to that effect, be closed at such times or for such manner as may be accepted by the Designated Stock
such periods not exceeding in the whole thirty (30) days Exchange to that effect, be closed at such times or for
in each year as the Board may determine and either such periods not exceeding in the whole thirty (30) days
generally or in respect of any class of shares. in each year as the Board may determine and either
generally or in respect of any class of shares.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
45 Notwithstanding any other provision of these Articles the
Company or the Directors may fix any date as the record		 45 ~~Notwithstanding~~
Subject
to
the
Listing
Rules,
notwithstanding any other provision of these Articles the		 To
amend
accordance
with		 in
the
date for: Company or the Directors may fix any date as the record Listing Rules
date for:
(a) determining the Members entitled to receive any (a) determining the Members entitled to receive any
dividend, distribution, allotment or issue and such record ~~dividend, distribution, allotment or issue and such record~~
date may be on, or at any time not more than thirty (30) ~~date may be on, or at any time not more than thirty (30)~~
days before or after, any date on which such dividend, ~~days before or after, any date on which such ~~dividend,
distribution, allotment or issue is declared, paid or made; distribution, allotment or issue ~~is declared, paid or made~~;
(b) determining the Members entitled to receive notice of (b) determining the Members entitled to receive ~~notice~~
and to vote at any general meeting of the Company. Notice of and to vote at any general meeting of the
Company.
46 Subject to these Articles, any Member may transfer all or 46 (1) Subject to these Articles, any Member may transfer all To amend in
any of his shares by an instrument of transfer in the usual or any of his shares by an instrument of transfer in the accordance with the
or common form or in a form prescribed by the usual or common form or in a form prescribed by the Listing Rules
Designated Stock Exchange or in any other form approved Designated Stock Exchange or in any other form approved
by the Board and may be under hand or, if the transferor by the Board and may be under hand or, if the transferor
or transferee is a clearing house or its nominee(s), by or transferee is a clearing house or its nominee(s), by
hand or by machine imprinted signature or by such other hand or by machine imprinted signature or by such other
manner of execution as the Board may approve from time manner of execution as the Board may approve from time
to time. to time.
(2) Notwithstanding the provisions of subparagraph (1)
above, for so long as any shares are listed on the
Designated Stock Exchange, titles to such listed shares
may be evidenced and transferred in accordance with the
laws applicable to and the Listing Rules that are or shall
be applicable to such listed shares. The register of
members of the Company in respect of its listed shares
(whether the Register or a branch register) may be kept by
recording the particulars required by Section 40 of theAct
in a form otherwise than legible if such recording
otherwise complies with the laws applicable to and the
Listing Rules that are or shall be applicable to such listed
shares.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** **Basis ** for the for the for the
**Article ** No. Article Article No. Article Amendments
51 The registration of transfers of shares or of any class of 51 The registration of transfers of shares or of any class of To amend manner of
shares may, after notice has been given by advertisement
in an appointed newspaper or any other newspapers or by		 shares may, after notice has been given by announcement
or by electronic communication or by advertisement in ~~an~~		 giving
notice
transfer of shares,		 for
and
any other means in accordance with the requirements of ~~appointed newspaper or ~~any ~~other ~~newspapers or by any the time period
any
Designated
Stock
Exchange
to
that
effect
be		 other means in accordance with the requirements of any of suspension of
suspended at such times and for such periods (not Designated Stock Exchange to that effect be suspended at registration of transfers
exceeding in the whole thirty (30) days in any year) as the such times and for such periods (not exceeding in the of shares
Board may determine. whole thirty (30) days in any year) as the Board may
determine. The period of thirty (30) days may be extended
in respect of any year if approved by the Members by
ordinary resolution.
54 A person becoming entitled to a share by reason of the 54 A person becoming entitled to a share by reason of the To amend article
death or bankruptcy or winding-up of a Member shall be death or bankruptcy or winding-up of a Member shall be reference
entitled to the same dividends and other advantages to entitled to the same dividends and other advantages to
which he would be entitled if he were the registered which he would be entitled if he were the registered
holder of the share. However, the Board may, if it thinks holder of the share. However, the Board may, if it thinks
fit, withhold the payment of any dividend payable or fit, withhold the payment of any dividend payable or
other advantages in respect of such share until such other advantages in respect of such share until such
person shall become the registered holder of the share or person shall become the registered holder of the share or
shall have effectually transferred such share, but, subject shall have effectually transferred such share, but, subject
to the requirements of Article 75(2) being met, such a
person may vote at meetings.		 to the requirements of Article ~~75~~72(2) being met, such a
person may vote at meetings.
55(2) The Company shall have the power to sell, in such 55(2) The Company shall have the power to sell, in such To amend in
manner as the Board thinks fit, any shares of a Member manner as the Board thinks fit, any shares of a Member accordance with the
who is untraceable, but no such sale shall be made unless: who is untraceable, but no such sale shall be made unless: Listing Rules
(a) all cheques or warrants in respect of dividends of the (a) all cheques or warrants in respect of dividends of the
shares in question, being not less than three in total shares in question, being not less than three in total
number, for any sum payable in cash to the holder of such number, for any sum payable in cash to the holder of such
shares in respect of them sent during the relevant period shares in respect of them sent during the relevant period
in the manner authorised by the Articles of the Company in the manner authorised by the Articles ~~of the Company~~
have remained uncashed; have remained uncashed;
(b) ... (b) ...
(c) the Company, if so required by the rules governing the (c) the Company~~, if so required by the rules governing the~~
listing of shares on the Designated Stock Exchange, has ~~listing of shares on the Designated Stock Exchange, ~~has
given notice to, and caused advertisement in newspapers
in accordance with the requirements of, the Designated		 given notice of its intention to sell such shares to, and
caused advertisement both in ~~newspaper ~~daily newspaper
Stock Exchange to be made of its intention to sell such and in a newspaper circulating in the area of the last
shares in the manner required by the Designated Stock known address of such Member or any person entitled to
Exchange, and a period of three (3) months or such
shorter period as may be allowed by the Designated Stock		 the share under Article 54 and where applicable, in each
case
in
accordance
with
the
requirements
of~~,~~
~~the~~
Exchange
has
elapsed
since
the
date
of
such		 ~~Designated Stock Exchange to be made of its intention to~~
advertisement. ~~sell such shares in the manner required by ~~the Designated
Stock Exchange, and a period of three (3) months or such
shorter period as may be allowed by the Designated Stock
Exchange
has
elapsed
since
the
date
of
such
advertisement.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article **Basis ** **for ** the
**Article ** No. Article Article No. Article Amendments
For the purpose of the foregoing, the “relevant period” For the purpose of the foregoing, the “relevant period”
means the period commencing twelve years before the means the period commencing twelve (12) years before
date of publication of the advertisement referred to in the date of publication of the advertisement referred to in
paragraph (c) of this Article and ending at the expiry of paragraph (c) of this Article and ending at the expiry of
the period referred to in that paragraph. the period referred to in that paragraph.
56 An annual general meeting of the Company shall be held
56		 An annual general meeting of the Company shall be held To amend in
in each year other than the year of the Company’s in each financial year other than the financial year of the accordance with
adoption of these Articles (within a period of not more Company’s adoption of these Articles ~~(within a period of~~ Appendix 3 of the
than fifteen (15) months after the holding of the last
preceding annual general meeting or not more than		 ~~not more than fifteen (15) ~~and such annual general
meeting must be held within six (6) months after the		 Listing Rules
eighteen (18) months after the date of adoption of these
Articles, unless a longer period would not infringe the		 ~~holding ~~end of the ~~last preceding annual general meeting~~
~~or not more than eighteen (18) months after the date of~~
rules of the Designated Stock Exchange, if any) at such
time and place as may be determined by the Board.		 ~~adoption of these Articles, ~~Company’s financial year
(unless a longer period would not infringe the ~~rules of the~~
~~Designated Stock Exchange, if any) at such time and~~
~~place as may be determined by the Board ~~Listing Rules, if
any).
57 Each general meeting, other than an annual general
57		 Each general meeting, other than an annual general To provide for
meeting, shall be called an extraordinary general meeting. meeting, shall be called an extraordinary general meeting. electronic and hybrid
General meetings may be held in any part of the world as
may be determined by the Board.		 ~~General~~All general meetings (including an annual general
meeting, any adjourned meeting or postponed meeting)		 general meetings
may be held as a physical meeting in any part of the
world and at one or more locations as provided in Article
64A, as a hybrid meeting or as an electronic meeting, as
may be determined by the Board in its absolute discretion.
58 The Board may whenever it thinks fit call extraordinary
58		 The Board may whenever it thinks fit call extraordinary To amend in
general meetings. Any one or more Members holding at
the date of deposit of the requisition not less than		 general meetings. Any one or more ~~Members ~~Member(s)
holding at the date of deposit of the requisition not less		 accordance
Appendix		 3 of with
the
one-tenth of the paid up capital of the Company carrying than one-tenth of the paid up capital of the Company Listing Rules
the right of voting at general meetings of the Company carrying the right of voting at general meetings of the
shall at all times have the right, by written requisition to Company shall at all times have the right, by written
the Board or the Secretary of the Company, to require an requisition to the Board or the Secretary of the Company,
extraordinary general meeting to be called by the Board to require an extraordinary general meeting to be called
for the transaction of any business specified in such by the Board for the transaction of any business or
requisition; and such meeting shall be held within two (2) resolution specified in such requisition; and such meeting
months after the deposit of such requisition. If within shall be held within two (2) months after the deposit of
twenty- one (21) days of such deposit the Board fails to such requisition. If within twenty-one (21) days of such
proceed to convene such meeting the requisitionist(s) deposit the Board fails to proceed to convene such
himself (themselves) may do so in the same manner and meeting the requisitionist(s) himself (themselves) may ~~do~~
all reasonable expenses incurred by the requisitionist(s) as
a result of the failure of the Board shall be reimbursed to		 ~~so in the same manner ~~convene a physical meeting at only
one location which will be the Principal Meeting Place,
the requisitionist(s) by the Company. and
all
reasonable
expenses
incurred
by
the
requisitionist(s) as a result of the failure of the Board
shall be reimbursed to the requisitionist(s) by the
Company.

– 26 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article **Basis for ** **Basis for ** **Basis for ** **Basis for ** **Basis for ** the
Article No. Article Article No. Article Amendments
59 (1) An annual general meeting and any extraordinary
59		 (1) An annual general meeting ~~and any extraordinary~~ To amend in
general meeting at which the passing of a special ~~general meeting at which ~~ ~~the passing of a special~~ accordance with
resolution is to be considered shall be called by not less
than twenty-one (21) clear days’ Notice. All other		 ~~resolution is to be considered shall ~~must be called by
Notice of not less than twenty-one (21) clear days~~’~~		 Appendix
3
Listing Rules		 of
the
and to
extraordinary general meetings may be called by not less ~~Notice~~. All other ~~extraordinary ~~general meetings ~~may~~ insert arrangements
than fourteen (14) clear days’ Notice but a general
meeting may be called by shorter notice, subject to the		 (including an extraordinary general meeting) must be
called by Notice of not less than fourteen (14) clear days~~’~~		 allowing
hybrid/electronic		 for
Law, if it is so agreed ~~Notice ~~but if permitted by the Listing Rules, a general
meeting may be called by shorter notice, subject to the		 meeting
~~Law~~Act, if it is so agreed:
(a) in the case of a meeting called as an annual general (a) in the case of a meeting called as an annual general
meeting, by all the Members entitled to attend and vote meeting, by all the Members entitled to attend and vote
thereat; and thereat; and
(b) in the case of any other meeting, by a majority in (b) in the case of any other meeting, by a majority in
number of the Members having the right to attend and number of the Members having the right to attend and
vote at the meeting, being a majority together holding not
less than ninety- five per cent. (95%) in nominal value of		 vote at the meeting, being a majority together ~~holding~~
representing not less than ninety-five per cent. (95%) ~~in~~
the issued shares giving that right. ~~nominal value ~~of the total voting rights at the meeting of
all the ~~issued shares giving that right ~~Members.
(2) The notice shall specify the time and place of the
meeting and, in case of special business, the general		 (2) The ~~notice ~~Notice shall specify (a) the time and date
of the meeting, (b) save for an electronic meeting, the
nature of the business. The notice convening an annual place of the meeting and~~, in ~~ ~~case of special business, the~~
general meeting shall specify the meeting as such. Notice
of every general meeting shall be given to all Members		 ~~general nature of the business ~~if there is more than one
meeting location as determined by the Board pursuant to
other than to such Members as, under the provisions of Article 64A, the principal place of the meeting (the
these Articles or the terms of issue of the shares they “Principal Meeting Place”), (c) if the general meeting is
hold, are not entitled to receive such notices from the to be a hybrid meeting or an electronic meeting, the
Company, to all persons entitled to a share in consequence Notice shall include a statement to that effect and with
of the death or bankruptcy or winding-up of a Member details of the electronic facilities for attendance and
and to each of the Directors and the Auditors. participation by electronic means at the meeting or where
such details will be made available by the Company prior
to the meeting, and (d) particulars of resolutions to be
considered at the meeting. The ~~notice ~~Notice convening
an annual general meeting shall specify the meeting as
such. Notice of every general meeting shall be given to
all Members other than to such Members as, under the
provisions of these Articles or the terms of issue of the
shares they hold, are not entitled to receive such ~~notices~~
Notices from the Company, to all persons entitled to a
share in consequence of the death or bankruptcy or
winding-up of a Member and to each of the Directors and
the Auditors.
61(1)(d) appointment of Auditors (where special notice of the
61(1)(d)		 appointment of Auditors (where special notice of the To amend in
intention for such appointment is not required by the intention for such appointment is not required by the ~~Law~~ accordance with the
Law) and other officers; Act) and other officers; and Act
61(1)(e) the fixing of the remuneration of the Auditors, and the
61(1)(e)		 the fixing of the remuneration of the Auditors, and the To make clerical
voting of remuneration or extra remuneration to the voting of remuneration or extra remuneration to the amendments
Directors; Directors~~;~~.

– 27 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the Basis for the
Article No. Article Article No. Article Amendments
61(1)(f) the granting of any mandate or authority to the Directors ~~61(1)(f)~~ ~~the granting of any mandate or authority to the Directors~~ To clarify and
to offer, allot, grant options over or otherwise dispose of ~~to offer, allot, grant options over or otherwise dispose of~~ streamline the Article
the unissued shares in the capital of the Company ~~the unissued shares in the capital of the Company~~
representing not more than 20 per cent. in nominal value ~~representing not more than 20 per cent. in nominal value~~
of its existing issued share capital; and ~~of its existing issued share capital; and~~
61(1)(g) the granting of any mandate or authority to the Directors ~~61(1)(g)~~ ~~the granting of any mandate or authority to the Directors~~ To clarify and
to repurchase securities of the Company. ~~to repurchase securities of the Company~~ streamline the Article
61(2) No business other than the appointment of a chairman of 61(2) No business other than the appointment of a chairman of To clarify the quorum
a meeting shall be transacted at any general meeting a meeting shall be transacted at any general meeting of clearing house
unless a quorum is present at the commencement of the unless a quorum is present at the commencement of the
business. Two (2) Members entitled to vote and present in business. Two (2) Members entitled to vote and present in
person or by proxy or (in the case of a Member being a person or by proxy or ~~(in the case of a Member being a~~
corporation) by its duly authorised representative shall
form a quorum for all purposes.		 ~~corporation) by its duly,~~ for quorum purposes only, two
persons appointed by the clearing house as ~~authorised~~
authorized representative or proxy shall form a quorum
for all purposes.
62 If within thirty (30) minutes (or such longer time not 62 If within thirty (30) minutes (or such longer time not To clarify the
exceeding one hour as the chairman of the meeting may exceeding one hour as the chairman of the meeting may arrangements in
determine to wait) after the time appointed for the determine to wait) after the time appointed for the respect of adjourned
meeting a quorum is not present, the meeting, if convened meeting a quorum is not present, the meeting, if convened meeting
on the requisition of Members, shall be dissolved. In any on the requisition of Members, shall be dissolved. In any
other case it shall stand adjourned to the same day in the other case it shall stand adjourned to the same day in the
next week at the same time and place or to such time and next week at the same time and (where applicable) same
place as the Board may determine. If at such adjourned place(s) or to such time and (where applicable) such
meeting a quorum is not present within half an hour from
the time appointed for holding the meeting, the meeting		 place~~as~~(s) and in such form and manner referred to in
Article 57 as the chairman of the meeting (or in default,
shall be dissolved. the Board) may absolutely determine. If at such adjourned
meeting a quorum is not present within half an hour from
the time appointed for holding the meeting, the meeting
shall be dissolved.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** the
**Article ** No. Article Article No. Article Amendments
63 The chairman of the Company shall preside as chairman 63 The chairman of the Company or if there is more than one To provide for
at every general meeting. If at any meeting the chairman, chairman, any one of them as may be agreed amongst flexibility and clarity
is not present within fifteen (15) minutes after the time themselves or failing such agreement, any one of them
appointed for holding the meeting, or is not willing to act elected by all the Directors present shall preside as
as chairman, the Directors present shall choose one of
their number to act, or if one Director only is present he		 chairman at ~~every ~~a general meeting. If at any meeting ~~the~~
no chairman, is ~~not ~~present within fifteen (15) minutes
shall preside as chairman if willing to act. If no Director after the time appointed for holding the meeting, or is ~~not~~
is present, or if each of the Directors present declines to willing to act as chairman, the deputy chairman of the
take the chair, or if the chairman chosen shall retire from Company or if there is more than one deputy chairman,
the chair, the Members present in person or (in the case of any one of them as may be agreed amongst themselves or
a Member being a corporation) by its duly authorised failing such agreement, any one of them elected by all the
representative or by proxy and entitled to vote shall elect Directors present shall preside as chairman. If no
one of their number to be chairman. chairman or deputy chairman is present or is willing to
act as chairman of the meeting, the Directors present shall
choose one of their number to act, or if one Director only
is present he shall preside as chairman if willing to act. If
no Director is present, or if each of the Directors present
declines to take the chair, or if the chairman chosen shall
retire from the chair, the Members present in person or ~~(in~~
~~the case of a Member being a corporation) by its duly~~
~~authorised representative or ~~by proxy and entitled to vote
shall elect one of their number to be chairman of the
meeting.
64 The chairman may, with the consent of any meeting at 64 Subject to Article 64C, the ~~The ~~chairman may, with the To clarify the
which a quorum is present (and shall if so directed by the consent of any meeting at which a quorum is present (and arrangements relating
meeting), adjourn the meeting from time to time and from shall if so directed by the meeting), adjourn the meeting to adjournment of
place to place as the meeting shall determine, but no from time to time (or indefinitely) and/or from place to meetings
business shall be transacted at any adjourned meeting place(s) and/or from one form to another (a physical
other than the business which might lawfully have been meeting, a hybrid meeting or an electronic meeting) as the
transacted at the meeting had the adjournment not taken meeting shall determine, but no business shall be
place. When a meeting is adjourned for fourteen (14) days transacted at any adjourned meeting other than the
or more, at least seven (7) clear days’ notice of the business which might lawfully have been transacted at the
adjourned meeting shall be given specifying the time and meeting had the adjournment not taken place. When a
place of the adjourned meeting but it shall not be meeting is adjourned for fourteen (14) days or more, at
necessary to specify in such notice the nature of the
business to be transacted at the adjourned meeting and the		 least seven (7) clear days’ ~~notice ~~Notice of the adjourned
meeting shall be given specifying the ~~time and place of~~
general nature of the business to be transacted. Save as
aforesaid, it shall be unnecessary to give notice of an
adjournment.		 ~~the adjourned meeting ~~details set out in Article 59(2) but
it shall not be necessary to specify in such ~~notice ~~Notice
the nature of the business to be transacted at the
adjourned meeting and the general nature of the business
to be transacted. Save as aforesaid, it shall be unnecessary
to give ~~notice ~~Notice of an adjournment.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Amended Article **Basis ** for the for the
**Article ** No. Article **Article ** No. Article Amendments
N/A N/A 64A (1) The Board may, at its absolute discretion, arrange for To provide for
persons entitled to attend a general meeting to do so by electronic or hybrid
simultaneous attendance and participation by means of general meetings at the
electronic
facilities
at
such
location
or
locations		 absolute discretion of
(“Meeting Location(s)”) determined by the Board at its the directors
absolute discretion. Any Member or any proxy attending
and participating in such way or any Member or proxy
attending and participating in an electronic meeting or a
hybrid meeting by means of electronic facilities is deemed
to be present at and shall be counted in the quorum of the
meeting.
(2) All general meetings are subject to the following and,
where appropriate, all references to a “Member” or
“Members” in this sub-paragraph (2) shall include a proxy
or proxies respectively:
(a) where a Member is attending a Meeting Location
and/or in the case of a hybrid meeting, the meeting shall
be treated as having commenced if it has commenced at
the Principal Meeting Place;
(b) Members present in person or by proxy at a Meeting
Location and/or Members attending and participating in
an electronic meeting or a hybrid meeting by means of
electronic facilities shall be counted in the quorum for
and entitled to vote at the meeting in question, and that
meeting shall be duly constituted and its proceedings
valid provided that the chairman of the meeting is
satisfied that adequate electronic facilities are available
throughout the meeting to ensure that Members at all
Meeting Locations and Members participating in an
electronic meeting or a hybrid meeting by means of
electronic facilities are able to participate in the business
for which the meeting has been convened;
(c) where Members attend a meeting by being present at
one of the Meeting Locations and/or where Members
participating in an electronic meeting or a hybrid meeting
by means of electronic facilities, a failure (for any reason)
of the electronic facilities or communication equipment,
or any other failure in the arrangements for enabling those
in a Meeting Location other than the Principal Meeting
Place to participate in the business for which the meeting
has been convened or in the case of an electronic meeting
or a hybrid meeting, the inability of one or more Members
or proxies to access, or continue to access, the electronic
facilities despite adequate electronic facilities having been
made available by the Company, shall not affect the
validity of the meeting or the resolutions passed, or any
business conducted there or any action taken pursuant to
such business provided that there is a quorum present
throughout the meeting.

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APPENDIX III

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

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Basis for the
**Article ** No. Article **Article ** No. Article Amendments
N/A N/A 64C If it appears to the chairman of the general meeting that: To provide for orderly
conduct of electronic
(a) electronic facilities at the Principal Meeting Place or or hybrid meetings
at such other (a) Meeting Location(s) at which the
meeting may be attended have become inadequate for the
purposes referred to in Article 64A(1) or are otherwise
not sufficient to allow the meeting to be conducted
substantially in accordance with the provisions set out in
the Notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid
meeting, electronic facilities being made available by the
Company have become inadequate; or
(c) it is not possible to ascertain the view of those present
or to give all persons entitled to do so a reasonable
opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly
behaviour or other disruption occurring at the meeting or
it is not possible to secure the proper and orderly conduct
of the meeting;
then, without prejudice to any other power which the
chairman of the meeting may have under theseArticles or
at common law, the chairman may, at his/her absolute
discretion, without the consent of the meeting, and before
or after the meeting has started and irrespective of
whether a quorum is present, interrupt or adjourn the
meeting (including adjournment for indefinite period).All
business conducted at the meeting up to the time of such
adjournment shall be valid.
N/A N/A 64D The Board and, at any general meeting, the chairman of To provide for orderly
the meeting may make any arrangement and impose any conduct of electronic
requirement or restriction the Board or the chairman of or hybrid meetings
the meeting, as the case may be, considers appropriate to
ensure the security and orderly conduct of a meeting
(including, without limitation, requirements for evidence
of identity to be produced by those attending the meeting,
the searching of their personal property and the restriction
of items that may be taken into the meeting place,
determining the number and frequency of and the time
allowed for questions that may be raised at a meeting).
Members shall also comply with all requirements or
restrictions imposed by the owner of the premises at
which the meeting is held. Any decision made under this
Article shall be final and conclusive and a person who
refuses
to
comply
with
any
such
arrangements,
requirements or restrictions may be refused entry to the
meeting or ejected (physically or electronically) from the
meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Amended Article **Basis for ** the
**Article ** No. Article **Article ** No. Article Amendments
N/A N/A 64E If, after the sending of Notice of a general meeting but To provide for
before the meeting is held, or after the adjournment of a directors’ discretion to
meeting but before the adjourned meeting is held (whether postpone general
or not Notice of the adjourned meeting is required), the meetings
Directors, in their absolute discretion, consider that it is
inappropriate, impracticable, unreasonable or undesirable
for any reason to hold the general meeting on the date or
at the time or place or by means of electronic facilities
specified in the Notice calling the meeting, they may
change or postpone the meeting to another date, time
and/or place and/or change the electronic facilities and/or
change the form of the meeting (a physical meeting, an
electronic meeting or a hybrid meeting) without approval
from the Members. Without prejudice to the generality of
the foregoing, the Directors shall have the power to
provide in every Notice calling a general meeting the
circumstances in which a postponement of the relevant
general meeting may occur automatically without further
notice, including without limitation where a number 8 or
higher typhoon signal, black rainstorm warning or other
similar event is in force at any time on the day of the
meeting. ThisArticle shall be subject to the following:
(a) when a meeting is so postponed, the Company shall
endeavour to post a Notice of such postponement on the
Company’s website as soon as practicable (provided that
failure to post such a Notice shall not affect the automatic
postponement of a meeting);
(b) when only the form of the meeting or electronic
facilities specified in the Notice are changed, the Board
shall notify the Members of details of such change in such
manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance
with this Article, subject to and without prejudice to
Article 64, unless already specified in the original Notice
of the meeting, the Board shall fix the date, time, place (if
applicable) and electronic facilities (if applicable) for the
postponed or changed meeting and shall notify the
Members of such details in such manner as the Board may
determine; further all proxy forms shall be valid (unless
revoked or replaced by a new proxy) if they are received
as required by theseArticles not less than 48 hours before
the time of the postponed meeting; and
(d) Notice of the business to be transacted at the
postponed or changed meeting shall not be required, nor
shall any accompanying documents be required to be
recirculated, provided that the business to be transacted at
the postponed or changed meeting is the same as that set
out in the original Notice of general meeting circulated to
the Members.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article **Basis ** **Basis ** for the for the for the
**Article ** No. Article Article No. Article Amendments
N/A N/A 64F All persons seeking to attend and participate in an To provide for
electronic
meeting
or
a
hybrid
meeting
shall
be		 maintenance of
responsible for maintaining adequate facilities to enable electronic or hybrid
them to do so. Subject to Article 64C, any inability of a meeting facilities
person or persons to attend or participate in a general
meeting by way of electronic facilities shall not invalidate
the proceedings of and/or resolutions passed at that
meeting.
N/A N/A 64G Without prejudice to other provisions in Article 64, a To provide for manner
physical meeting may also be held by means of such of physical meeting
telephone, electronic or other communication facilities as
permit
all
persons
participating
in
the
meeting
to
communicate
with
each
other
simultaneously
and
instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.
66 Subject to any special rights or restrictions as to voting 66 (1) Subject to any special rights or restrictions as to To allow vote by a
for the time attached to any shares by or in accordance voting for the time attached to any shares by or in show of hands on
with these Articles, at any general meeting on a show of accordance with these Articles, at any general meeting on procedural or
hands every Member present in person (or being a a ~~show of hands every Member present in person (or~~ administrative matters
corporation,
is		 present by a duly authorised ~~being a corporation, is present by a duly authorised~~ and to clarify the
representative), or by proxy shall have one vote and on a ~~representative), or by proxy shall have one vote and on a~~ voting arrangements by
poll every Member present in person or by proxy or, in poll every Member present in person or by proxy ~~or, in~~ show of hand/by poll.
the case of a Member being a corporation, by its duly ~~the case of a Member being a corporation, by its duly~~
authorised representative shall have one vote for every ~~authorised representative ~~shall have one vote for every
fully paid share of which he is the holder but so that no fully paid share of which he is the holder but so that no
amount paid up or credited as paid up on a share in amount paid up or credited as paid up on a share in
advance of calls or instalments is treated for the foregoing advance of calls or instalments is treated for the foregoing
purposes as paid up on the share. Notwithstanding purposes as paid up on the share. ~~Notwithstanding~~
anything contained in these Articles, where more than one
proxy is appointed by a Member which is a clearing house		 ~~anything contained in these Articles, ~~A resolution put to
the vote of a meeting shall be decided by way of a poll
(or its nominee(s)), each such proxy shall have one vote save that in the case of a physical meeting, the chairman
on a show of hands. A resolution put to the vote of a of the meeting may in good faith, allow a resolution
meeting shall be decided on a show of hands unless which relates purely to a procedural or administrative
voting by way of a poll is required by the rules of the matter to be voted on by a show of hands in which case
Designated
Stock		 Exchange or before or on
the		 every Member present in or by proxy(ies) shall have one
declaration of the result of the show of hands or on the vote provided that where more than one proxy is
withdrawal of any other demand for a poll is demanded: appointed by a Member which is a clearing house (or its
nominee(s)), each such proxy shall have one vote on a
show of hands. ~~A resolution put to the vote of a meeting~~
~~shall be decided ~~For purposes of this Article, procedural
and administrative matters are those that (i) are not on the
agenda of the general meeting or in any supplementary
circular that may be issued by the Company to its
Members; and (ii) relate to the chairman’s duties to
maintain the orderly conduct of the meeting and/or allow
the business of the meeting to be properly and effectively
dealt with, whilst allowing all Members a reasonable
opportunity to express their views. Votes (whether on a
show of hands ~~unless voting ~~or by way of ~~a ~~poll ~~is~~
~~required by the rules of the Designated Stock Exchange~~
~~or~~) may be cast by such means, electronic or otherwise, as
the Directors or the chairman of the meeting may
determine.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
(2) In the case of a physical meeting where a show of
hands is allowed, before or on the declaration of the result
of the show of hands ~~or on the withdrawal of any other~~
~~demand for,~~ a poll~~) a poll is ~~may be demanded:
a. by the chairman of such meeting; or ~~a. by the chairman of such meeting; or~~
b. by at least three Members present in person or in the ~~b.~~
(a) by at least three Members present in person or i~~n the~~
case of a Member being a corporation by its duly ~~case of a Member being a corporation by its duly~~
authorised representative or by proxy for the time being ~~authorised representative or ~~by proxy for the time being
entitled to vote at the meeting; or entitled to vote at the meeting; or
c. by a Member or Members present in person or in the
case of a Member being a corporation by its duly		 ~~e.(~~b) by a Member or Members present in person or ~~in the~~
~~case of a Member being a corporation by its duly~~
authorised representative or by proxy and representing not ~~authorised representative or ~~by proxy and representing not
less than one-tenth of the total voting rights of all less than one-tenth of the total voting rights of all
Members having the right to vote at the meeting; or Members having the right to vote at the meeting; or
d. by a Member or Members present in person or in the
case of a Member being a corporation by its duly		 ~~d.(~~c) by a Member or Members present in person ~~or in the~~
~~case of a Member being a corporation by its duly~~
authorised representative or by proxy and holding shares ~~authorised representative ~~or by proxy and holding shares
in the Company conferring a right to vote at the meeting in the Company conferring a right to vote at the meeting
being shares on which an aggregate sum has been paid up being shares on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum paid up equal to not less than one-tenth of the total sum paid up
on all shares conferring that right; or on all shares conferring that right~~;~~. ~~or~~
e. if required by the rules of the Designated Stock ~~e. if required by the rules of the Designated Stock~~
Exchange, by any Director or Directors who, individually ~~Exchange, by any Director or Directors who, individually~~
or
collectively,
hold
proxies
in
respect
of
shares		 ~~or~~
~~collectively,~~
~~hold~~
~~proxies~~
~~in~~
~~respect~~
~~of~~
~~shares~~
representing five per cent. (5%) or more of the total ~~representing five per cent. (5%) or more of the total~~
voting rights at such meeting. ~~voting rights at such meeting.~~
A demand by a person as proxy for a Member or in the A demand by a person as proxy for a Member ~~or in the~~
case of a Member being a corporation by its duly ~~case of a Member being a corporation by its duly~~
authorised representative shall be deemed to be the same ~~authorised representative ~~shall be deemed to be the same
as a demand by a Member. as a demand by ~~a ~~the Member.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
67 Unless a poll is duly demanded and the demand is not
withdrawn, a declaration by the chairman that a resolution
has been carried, or carried unanimously, or by a		 67
~~Unless W~~here a ~~poll ~~resolution is ~~duly demanded and the~~
~~demand is not withdrawn ~~voted on by a show of hands, a
declaration by the chairman that a resolution has been		 To clarify the voting
arrangements by show
of hand/by poll.
particular majority, or not carried by a particular majority, carried, or carried unanimously, or by a particular
or lost, and an entry to that effect made in the minute majority, or not carried by a particular majority, or lost,
book of the Company, shall be conclusive evidence of the and an entry to that effect made in the minute book of the
facts without proof of the number or proportion of the Company, shall be conclusive evidence of the facts
votes recorded for or against the resolution. without proof of the number or proportion of the votes
recorded for or against the resolution. The result of the
poll shall be deemed to be the resolution of the meeting.
The Company shall only be required to disclose the voting
figures on a poll if such disclosure is required by the
Listing Rules.
68 If a poll is duly demanded the result of the poll shall be ~~68~~
~~If a poll is ~~		 ~~duly demanded the result of the poll shall be~~ Combined with the
deemed to be the resolution of the meeting at which the ~~deemed to ~~ ~~be the resolution of the meeting at which the~~ amended Article 67
poll was demanded. The Company shall only be required ~~poll was demanded. The Company shall only be required~~
to disclose the voting figures on a poll if such disclosure ~~to disclose ~~ ~~the voting figures on a poll if such disclosure~~
is required by the rules of the Designated Stock ~~is required by the rules of the Designated Stock~~
Exchange. ~~Exchange.~~
69 A poll demanded on the election of a chairman, or on a ~~69~~
~~A poll demanded on the election of a chairman, or on a~~		 Consequential
question of adjournment, shall be taken forthwith. A poll ~~question of adjournment, shall be taken forthwith. A poll~~ amendments to voting
demanded on any other question shall be taken in such ~~demanded ~~ ~~on any other ~~ ~~question shall be taken in such~~ arrangement
manner (including the use of ballot or voting papers or ~~manner (including the use of ballot or voting papers or~~
tickets) and either forthwith or at such time (being not ~~tickets) and either forthwith or at such time (being not~~
later than thirty (30) days after the date of the demand) ~~later than thirty (30) days after the date of the demand)~~
and place as the chairman directs. It shall not be ~~and place ~~ ~~as the chairman directs. It shall not be~~
necessary (unless the chairman otherwise directs) for ~~necessary ~~ ~~(unless the ~~ ~~chairman otherwise directs) for~~
notice to be given of a poll not taken immediately. ~~notice to be given of a poll not taken immediately.~~
70 The demand for a poll shall not prevent the continuance ~~70~~
~~The demand for a poll shall not prevent the continuance~~		 Consequential
of a meeting or the transaction of any business other than ~~of a meeting or the transaction of any business other than~~ amendments to voting
the question on which the poll has been demanded, and, ~~the question on which the poll has been demanded, and,~~ arrangement
with the consent of the chairman, it may be withdrawn at ~~with the consent of the chairman, it may be withdrawn at~~
any time before the close of the meeting or the taking of ~~any time before the close of the meeting or the taking of~~
the poll, whichever is the earlier. ~~the poll, whichever is the earlier.~~
73 All questions submitted to a meeting shall be decided by a 70
All questions submitted to a meeting shall be decided by a		 To clarify provisions
simple majority of votes except where a greater majority simple majority of votes except where a greater majority regarding voting
is required by these Articles or by the Law. In the case of
an equality of votes, whether on a show of hands or on a		 is required
case of an		 by these Articles or by the ~~Law ~~Act. In the
equality of votes, ~~whether on a show of hands~~
poll, the chairman of such meeting shall be entitled to a ~~or on a poll, ~~the chairman of such meeting shall be
second or casting vote in addition to any other vote he entitled to a second or casting vote in addition to any
may have. other vote he may have.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
74 Where there are joint holders of any share any one of 71
Where there are joint holders of any share any one of		 To clarify voting
such joint holder may vote, either in person or by proxy,
in respect of such share as if he were solely entitled		 such joint ~~holder ~~holders may vote, either in person or by
proxy, in respect of such share as if he were solely		 arrangements for joint
holders
thereto, but if more than one of such joint holders be entitled thereto, but if more than one of such joint holders
present at any meeting the vote of the senior who tenders be present at any meeting the vote of the senior holder
a vote, whether in person or by proxy, shall be accepted who tenders a vote, whether in person or by proxy, shall
to the exclusion of the votes of the other joint holders, be accepted to the exclusion of the votes of the other joint
and for this purchase seniority shall be determined by the
order in which the names stand in the Register in respect		 holders, and for this ~~purchase ~~purpose seniority shall be
determined by the order in which the names stand in the
of the joint holding. Several executors or administrators Register in respect of the joint holding. Several executors
of a deceased Member in whose name any share stands or administrators of a deceased Member in whose name
shall for the purposes of this Article be deemed joint any share stands shall for the purposes of this Article be
holders thereof. deemed joint holders thereof.
75 (1) A Member who is a patient for any purpose relating to 72
(1) A		 Member who is a patient for any purpose relating to To clarify provisions
mental health or in respect of whom an order has been mental health or in respect of whom an order has been regarding voting
made by any court having jurisdiction for the protection made by any court having jurisdiction for the protection
or management of the affairs of persons incapable of or management of the affairs of persons incapable of
managing their own affairs may vote, whether on a show managing their own affairs may vote~~, whether on a show~~
of hands or on a poll, by his receiver, committee, curator ~~of hands or on a poll~~, by his receiver, committee, curator
bonis or other person in the nature of a receiver, bonis or other person in the nature of a receiver,
committee or curator bonis appointed by such court, and committee or curator bonis appointed by such court, and
such receiver, committee, curator bonis or other person such receiver, committee, curator bonis or other person
may vote on a poll by proxy, and may otherwise act and may vote ~~on a poll ~~by proxy, and may otherwise act and
be treated as if he were the registered holder of such be treated as if he were the registered holder of such
shares for the purposes of general meetings, provided that shares for the purposes of general meetings, provided that
such evidence as the Board may require of the authority such evidence as the Board may require of the authority
of the person claiming to vote shall have been deposited of the person claiming to vote shall have been deposited
at the Office, head office or Registration Office, as at the Office, head office or Registration Office, as
appropriate, not less than forty-eight (48) hours before the appropriate, not less than forty-eight (48) hours before the
time appointed for holding the meeting, or adjourned
meeting, or poll, as the case may be.		 time appointed for holding the meeting, or adjourned
meeting, or ~~poll ~~postponed meeting, as the case may be.
(2) Any person entitled under Article 53 to be registered (2) Any person entitled under Article 53 to be registered
as the holder of any shares may vote at any general as the holder of any shares may vote at any general
meeting in respect thereof in the same manner as if he meeting in respect thereof in the same manner as if he
were the registered holder of such shares, provided that were the registered holder of such shares, provided that
forty-eight (48) hours at least before the time of the forty-eight (48) hours at least before the time of the
holding of the meeting or adjourned meeting, as the case holding of the meeting or adjourned meeting or postponed
may be, at which he proposes to vote, he shall satisfy the meeting, as the case may be, at which he proposes to
Board of his entitlement to such shares, or the Board shall vote, he shall satisfy the Board of his entitlement to such
have previously admitted his right to vote at such meeting shares, or the Board shall have previously admitted his
in respect thereof. right to vote at such meeting in respect thereof.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** **Basis ** **for ** the
**Article ** No. Article Article No. Article Amendments
76 (1) No Member shall, unless the Board otherwise 73 (1) No Member shall, unless the Board otherwise To amend in
determines, be entitled to attend and vote and to be determines, be entitled to attend and vote and to be accordance with
reckoned in a quorum at any general meeting unless he is reckoned in a quorum at any general meeting unless he is Appendix 3 of the
duly registered and all calls or other sums presently duly registered and all calls or other sums presently Listing Rules and to
payable by him in respect of shares in the Company have payable by him in respect of shares in the Company have tidy up the article
been paid. Where the Company has knowledge that any been paid.
Member is, under the rules of the Designated Stock
Exchange, required to abstain from voting on any (2) All Members have the right to (a) speak at a general
particular resolution of the Company or restricted to meeting; and (b) vote at a general meeting except where a
voting only for or only against any particular resolution of Member is required, by the Listing Rules, to abstain from
the Company, any votes cast by or on behalf of such voting to approve the matter under consideration.
Member
in
contravention
of
such
requirement
or
restriction shall not be counted. (3) Where the Company has knowledge that any Member
is, under the ~~rules of the Designated Stock Exchange~~
Listing Rules, required to abstain from voting on any
particular resolution of the Company or restricted to
voting only for or only against any particular resolution of
the Company, any votes cast by or on behalf of such
Member
in
contravention
of
such
requirement
or
restriction shall not be counted.
77 If: 74 If: To provide for
postponement of
a. any objection shall be raised to the qualification of any (a) any objection shall be raised to the qualification of meetings
voter; or any voter; or
b. any votes have been counted which ought not to have (b) any votes have been counted which ought not to have
been counted or which might have been rejected; been counted or which might have been rejected; or
c. any votes are not counted which ought to have been (c) any votes are not counted which ought to have been
counted; counted;
the objection or error shall not vitiate the decision of the the objection or error shall not vitiate the decision of the
meeting or adjourned meeting on any resolution unless the meeting or adjourned meeting or postponed meeting on
same is raised or pointed out at the meeting or, as the any resolution unless the same is raised or pointed out at
case may be, the adjourned meeting at which the vote the meeting or, as the case may be, the adjourned meeting
objected to is given or tendered or at which the error or postponed meeting at which the vote objected to is
occurs. Any objection or error shall be referred to the given or tendered or at which the error occurs. Any
chairman of the meeting and shall only vitiate the objection or error shall be referred to the chairman of the
decision of the meeting on any resolution if the chairman meeting and shall only vitiate the decision of the meeting
decides that the same may have affected the decision of on any resolution if the chairman decides that the same
the meeting. The decision of the chairman on such matters may have affected the decision of the meeting. The
shall be final and conclusive. decision of the chairman on such matters shall be final
and conclusive.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
80 The instrument appointing a proxy and (if required by the 77 (1) The Company may, at its absolute discretion, provide To provide for use of
Board) the power of attorney or other authority (if any) an electronic address for the receipt of any document or technology in
under which it is signed, or a certified copy of such information relating to proxies for a general meeting providing general
power or authority, shall be delivered to such place or one (including any instrument of proxy or invitation to meeting documents
of such places (if any) as may be specified for that appoint a proxy, any document necessary to show the
purpose in or by way of note to or in any document validity of, or otherwise relating to, an appointment of
accompanying the notice convening the meeting (or, if no proxy (whether or not required under these Articles) and
place is so specified at the Registration Office or the notice of termination of the authority of a proxy). If such
Office, as may be appropriate), not less than forty-eight an electronic address is provided, the Company shall be
(48) hours before the time appointed for holding the deemed to have agreed that any such document or
meeting or adjourned meeting at which the person named information (relating to proxies as aforesaid) may be sent
in the instrument proposes to vote or, in the case of a poll by electronic means to that address, subject as hereafter
taken subsequently to the date of a meeting or adjourned provided and subject to any other limitations or conditions
meeting, not less than twenty-four (24) hours before the specified by the Company when providing the address.
time appointed for the taking of the poll and in default the Without limitation, the Company may from time to time
instrument of proxy shall not be treated as valid. No determine that any such electronic address may be used
instrument appointing a proxy shall be valid after the generally for such matters or specifically for particular
expiration of twelve (12) months from the date named in meetings or purposes and, if so, the Company may
it as the date of its execution, except at an adjourned provide
different
electronic
addresses
for
different
meeting or on a poll demanded at a meeting or an purposes. The Company may also impose any conditions
adjourned meeting in cases where the meeting was on the transmission of and its receipt of such electronic
originally held within twelve (12) months from such date. communications including, for the avoidance of doubt,
Delivery of an instrument appointing a proxy shall not imposing any security or encryption arrangements as may
preclude a Member from attending and voting in person at be specified by the Company. If any document or
the meeting convened and in such event, the instrument information required to be sent to the Company under this
appointing a proxy shall be deemed to be revoked. Article is sent to the Company by electronic means, such
document or information is not treated as validly
delivered to or deposited with the Company if the same is
not received by the Company at its designated electronic
address provided in accordance with this Article or if no
electronic address is so designated by the Company for
the receipt of such document or information.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Amended Article Basis for the
**Article ** No. Article Article No. Article Amendments
(2) The instrument appointing a proxy and (if required by
the Board) the power of attorney or other authority (if
any) under which it is signed, or a certified copy of such
power or authority, shall be delivered to such place or one
of such places (if any) as may be specified for that
purpose in or by way of note to or in any document
accompanying the ~~notice ~~Notice convening the meeting
(or, if no place is so specified at the Registration Office
or the Office, as may be appropriate), or if the Company
has provided an electronic address in accordance with the
preceding paragraph, shall be received at the electronic
address specified, not less than forty-eight (48) hours
before the time appointed for holding the meeting or
adjourned meeting or postponed meeting at which the
person named in the instrument proposes to vote ~~or, in the~~
~~case of a poll taken subsequently to the ~~ ~~date of a meeting~~
~~or adjourned meeting, not less than twenty-four (24) hours~~
~~before the time appointed for the taking ~~ ~~of the poll and in~~
~~default the instrument of ~~ ~~proxy shall not be treated as~~
~~valid~~. No instrument appointing a proxy shall be valid
after the expiration of twelve (12) months from the date
named in it as the date of its execution, except at an
adjourned meeting or ~~on a ~~ ~~poll demanded at a meeting or~~
~~an adjourned ~~postponed meeting in cases where the
meeting was originally held within twelve (12) months
from such date. Delivery of an instrument appointing a
proxy shall not preclude a Member from attending and
voting ~~in person ~~at the meeting convened and in such
event, the instrument appointing a proxy shall be deemed
to be revoked.
81 Instruments of proxy shall be in any common form or in
78		 Instruments of proxy shall be in any common form or in To clarify the article
such other form as the Board may approve (provided that such other form as the Board may approve (provided that and allow for
this shall not preclude the use of the two- way form) and this shall not preclude the use of the two- way form) and flexibility
the Board may, if it thinks fit, send out with the notice of the Board may, if it thinks fit, send out with the ~~notice~~
any meeting forms of instrument of proxy for use at the Notice of any meeting forms of instrument of proxy for
meeting. The instrument of proxy shall be deemed to use at the meeting. The instrument of proxy shall be
confer authority to demand or join in demanding a poll deemed to confer authority to ~~demand or join in~~
and to vote on any amendment of a resolution put to the ~~demanding a poll and to ~~ vote on any amendment of a
meeting for which it is given as the proxy thinks fit. The resolution put to the meeting for which it is given as the
instrument of proxy shall, unless the contrary is stated proxy thinks fit. The instrument of proxy shall, unless the
therein, be valid as well for any adjournment of the contrary is stated therein, be valid as well for any
meeting as for the meeting to which it relates. adjournment or postponement of the meeting as for the
meeting to which it relates. The Board may decide, either
generally or in any particular case, to treat a proxy
appointment as valid notwithstanding that the appointment
or any of the information required under these Articles
has not been received in accordance with the requirements
of these Articles. Subject to aforesaid, if the proxy
appointment and any of the information required under
these Articles is not received in the manner set out in
these Articles, the appointee shall not be entitled to vote
in respect of the shares in question.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** the
**Article ** No. Article Article No. Article Amendments
82 A vote given in accordance with the terms of an 79 A vote given in accordance with the terms of an To clarify the article
instrument of proxy shall be valid notwithstanding the instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal, or revocation previous death or insanity of the principal, or revocation
of the instrument of proxy or of the authority under which of the instrument of proxy or of the authority under which
it was executed, provided that no intimation in writing of it was executed, provided that no intimation in writing of
such death, insanity or revocation shall have been such death, insanity or revocation shall have been
received by the Company at the Office or the Registration received by the Company at the Office or the Registration
Office (or such other place as may be specified for the Office (or such other place as may be specified for the
delivery of instrument of proxy in the notice convening
the meeting or other document sent therewith) two (2)		 delivery of ~~instrument ~~instruments of proxy in the ~~notice~~
Notice convening the meeting or other document sent
hours at least before the commencement of the meeting or therewith)
two
(2)
hours
at
least
before
the
adjourned meeting, or the taking of the poll, at which the commencement of the meeting or adjourned meeting~~, ~~or
instrument of proxy is used. ~~the taking of the poll ~~postponed meeting, at which the
instrument of proxy is used.
84(2) If
a
clearing
house
(or
its
nominee(s)),
being
a		 81(2) If
a
clearing
house
(or
its
nominee(s)),
being
a		 To clarify the article
corporation, is a Member, it may authorise such persons corporation, is a Member, it may authorise such persons
as it thinks fit to act as its representatives at any meeting as it thinks fit to act as its representatives at any meeting
of the Company or at any meeting of any class of of the Company or at any meeting of any class of
Members provided that, if more than one person is so Members provided that, if more than one person is so
authorised, the authorisation shall specify the number and authorised, the authorisation shall specify the number and
class
of
shares
in
respect
of
which
each
such		 class
of
shares
in
respect
of
which
each
such
representative is so authorised. Each person so authorised representative is so authorised. Each person so authorised
under the provisions of this Article shall be deemed to under the provisions of this Article shall be deemed to
have been duly authorised without further evidence of the have been duly authorised without further evidence of the
facts and be entitled to exercise the same rights and facts and be entitled to exercise the same rights and
powers on behalf of the clearing house (or its nominee(s)) powers on behalf of the clearing house (or its nominee(s))
as if such person was the registered holder of the shares as if such person was the registered holder of the shares
of the Company held by the clearing house (or its of the Company held by the clearing house (or its
nominee(s)) including the right to vote individually on a nominee(s)) including, where a show of hands is allowed,
show of hands. the right to vote individually on a show of hands.
85 A resolution in writing signed (in such manner as to 82 A resolution in writing signed (in such manner as to To make clerical
indicate, expressly or impliedly, unconditional approval) indicate, expressly or impliedly, unconditional approval) amendment
by or on behalf of all persons for the time being entitled by or on behalf of all persons for the time being entitled
to receive notice of and to attend and vote at general
meetings of the Company shall, for the purposes of these		 to receive ~~notice ~~Notice of and to attend and vote at
general meetings of the Company shall, for the purposes
Articles, be treated as a resolution duly passed at a of these Articles, be treated as a resolution duly passed at
general meeting of the Company and, where relevant, as a a general meeting of the Company and, where relevant, as
special resolution so passed. Any such resolution shall be a special resolution so passed. Any such resolution shall
deemed to have been passed at a meeting held on the date be deemed to have been passed at a meeting held on the
on which it was signed by the last Member to sign, and date on which it was signed by the last Member to sign,
where the resolution states a date as being the date of his and where the resolution states a date as being the date of
signature thereof by any Member the statement shall be his signature thereof by any Member the statement shall
prima facie evidence that it was signed by him on that be prima facie evidence that it was signed by him on that
date. Such a resolution may consist of several documents date. Such a resolution may consist of several documents
in the like form, each signed by one or more relevant in the like form, each signed by one or more relevant
Members. Members.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article **Basis for ** **Basis for ** the
**Article ** No. Article Article No. Article Amendments
86(1) Unless otherwise determined by the Company in general
83(1)		 Unless otherwise determined by the Company in general To clarify the Article
meeting, the number of Directors shall not be less than meeting, the number of Directors shall not be less than
two (2). There shall be no maximum number of Directors two (2). There shall be no maximum number of Directors
unless otherwise determined from time to time by the unless otherwise determined from time to time by the
Members in general meeting. The Directors shall be Members in general meeting. The Directors shall be
elected or appointed in the first place by the subscribers elected or appointed in the first place by the subscribers
to the Memorandum of Association or by a majority of to the Memorandum of Association or by a majority of
them and thereafter in accordance with Article 87 and them and thereafter in accordance with Article ~~87 ~~84
shall hold office until their successors are elected or called for such purpose and who shall hold office for such
appointed. term as the Members may determine or, in the absence of
such determination, in accordance with Article 84 or until
their successors are elected or appointed or their office is
otherwise vacated.
86(3) The Directors shall have the power from time to time and
83(3)		 The Directors shall have the power from time to time and To amend in
at any time to appoint any person as a Director either to at any time to appoint any person as a Director either to accordance with
fill a casual vacancy on the Board or as an addition to the fill a casual vacancy on the Board or as an addition to the Appendix 3 to the
existing Board. Any Director appointed by the Board to existing Board. Any Director ~~appointed by the Board to~~ Listing Rules
fill a casual vacancy shall hold office until the first ~~fill a casual vacancy shall hold office until the first~~
general meeting of Members after his appointment and be ~~general meeting of Members after his appointment and be~~
subject to re-election at such meeting and any Director ~~subject to re-election at such meeting and any Director~~
appointed by the Board as an addition to the existing ~~appointed by the Board as an ~~ ~~addition to the existing~~
Board shall hold office only until the next following
annual general meeting of the Company and shall then be
eligible for re-election.		 ~~Board ~~so appointed shall hold office ~~only ~~until the ~~next~~
~~following ~~first annual general meeting of the Company
after such appointment and shall then be eligible for
re-election.
86(4) A resolution in writing signed (in such manner as to
83(4)		 A resolution in writing signed (in such manner as to To make clerical
indicate, expressly or impliedly, unconditional approval) indicate, expressly or impliedly, unconditional approval) amendment
by or on behalf of all persons for the time being entitled by or on behalf of all persons for the time being entitled
to receive notice of and to attend and vote at
meetings of the Company shall, for the purposes		 general
of these		 to receive ~~notice ~~Notice of and to attend and vote at
general meetings of the Company shall, for the purposes
Articles, be treated as a resolution duly passed at a of these Articles, be treated as a resolution duly passed at
general meeting of the Company and, where relevant, as a a general meeting of the Company and, where relevant, as
special resolution so passed. Any such resolution shall be a special resolution so passed. Any such resolution shall
deemed to have been passed at a meeting held on the date be deemed to have been passed at a meeting held on the
on which it was signed by the last Member to sign, and date on which it was signed by the last Member to sign,
where the resolution states a date as being the date of his and where the resolution states a date as being the date of
signature thereof by any Member the statement shall be his signature thereof by any Member the statement shall
prima facie evidence that it was signed by him on that be prima facie evidence that it was signed by him on that
date. Such a resolution may consist of several documents date. Such a resolution may consist of several documents
in the like form, each signed by one or more relevant in the like form, each signed by one or more relevant
Members. Members.
86(6) A vacancy on the Board created by the removal of a
83(6)		 A vacancy on the Board created by the removal of a To make clerical
Director under the provisions of subparagraph (5) above Director under the provisions of subparagraph (5) above amendment
may be filled by the election or appointment by ordinary may be filled by the election or appointment by ordinary
resolution the Members at the meeting at which such resolution of the Members at the meeting at which such
Director is removed. Director is removed.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
87(2) A retiring Director shall be eligible for re- election and 84(2) A retiring Director shall be eligible for re-election and To clarify the article
shall continue to act as a Director throughout the meeting shall continue to act as a Director throughout the meeting and amend for
at which he retires. The Directors to retire by rotation at which he retires. The Directors to retire by rotation consistency
shall include (so far as necessary to ascertain the number shall include (so far as necessary to ascertain the number
of directors to retire by rotation) any Director who wishes of directors to retire by rotation) any Director who wishes
to retire and not to offer himself for re- election. Any to retire and not to offer himself for re-election. Any
further Directors so to retire shall be those of the other further Directors so to retire shall be those of the other
Directors subject to retirement by rotation who have been Directors subject to retirement by rotation who have been
longest
in
office
since
their
last
re-
election
or		 longest
in
office
since
their
last
re-election
or
appointment, and as between persons who became or were
last re- elected Directors on the same day, those to retire		 appointment~~, ~~and so that as between persons who became
or were last re-elected Directors on the same day~~, ~~those to
shall (unless they otherwise agree among themselves) be retire
shall
(unless
they
otherwise
agree
among
determined by lot. Any Director appointed by the Board themselves) be determined by lot. Any Director appointed
pursuant to Article 86(3) shall not be taken into account
in determining which particular Directors or the number		 by the Board pursuant to Article ~~86 ~~83(3) shall not be
taken into account in determining which particular
of Directors who are to retire by rotation. Directors or the number of Directors who are to retire by
rotation.
88 No person other than a Director retiring at the meeting 85 No person other than a Director retiring at the meeting To clarify the article
shall, unless recommended by the Directors for election, shall, unless recommended by the Directors for election,
be eligible for election as a Director at any general be eligible for election as a Director at any general
meeting unless a Notice signed by a Member (other than meeting unless a Notice signed by a Member (other than
the person to be proposed) duly qualified to attend and the person to be proposed) duly qualified to attend and
vote at the meeting for which such notice is given of his vote at the meeting for which such notice is given of his
intention to propose such person for election and also a intention to propose such person for election and also a
Notice signed by the person to be proposed of his Notice signed by the person to be proposed of his
willingness to be elected shall have been lodged at the willingness to be elected shall have been lodged at the
head office or at the Registration Office provided that the head office or at the Registration Office provided that the
minimum length of the period, during which such minimum length of the period, during which such
Notice(s) are given, shall be at least seven (7) days and Notice(s) are given, shall be at least seven (7) days and
that the period for lodgment of such Notice(s) shall that (if the Notices are submitted after the despatch of the
commence on the day after the dispatch of the notice of notice of the general meeting appointed for such election)
the general meeting appointed for such election and end the period for lodgment of such Notice(s) shall commence
no later than seven (7) days prior to the date
general meeting.		 of such on the day after the ~~dispatch ~~despatch of the notice of the
general meeting appointed for such election and end no
later than seven (7) days prior to the date of such general
meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the Basis for the Basis for the
**Article ** No. Article **Article ** No. Article Amendments
89(3) without special leave of absence from the Board, is absent 86(3) without special leave of absence from the Board, is absent To make clerical
from meetings of the Board for six consecutive months, from meetings of the Board for six consecutive months, amendment
and his alternate Director, if any, shall not during such and his alternate Director, if any, shall not during such
period have attended in his stead and the Board resolves period have attended in his stead and the Board resolves
that his office be vacated; or that his office be vacated; ~~or~~
91 Notwithstanding Articles 96, 97, 98 and 99, an executive
director appointed to an office under Article 90 hereof		 88 Notwithstanding Articles ~~96, 97, 98 ~~93, 94, 95 and ~~99 ~~96,
an executive director appointed to an office under Article		 To reflect amendments
made to other Articles
shall receive such remuneration (whether by way of
salary, commission, participation in profits or otherwise		 ~~90 8~~7 hereof shall receive such remuneration (whether by
way of salary, commission, participation in profits or
or by all or any of those modes) and such other benefits otherwise or by all or any of those modes) and such other
(including pension and/or gratuity and/or other benefits on benefits (including pension and/or gratuity and/or other
retirement) and allowances as the Board may from time to benefits on retirement) and allowances as the Board may
time determine, and either in addition to or in lieu of his from time to time determine, and either in addition to or
remuneration as a Director in lieu of his remuneration as a Director
101 Subject to the Law and to these Articles, no Director or
proposed or intending Director shall be disqualified by his		 98 Subject to the ~~Law ~~Act and to these Articles, no Director
or proposed or intending Director shall be disqualified by		 To
make
clerical
amendments and bring
office from contracting with the Company, either with his office from contracting with the Company, either with the article up to date
regard to his tenure of any office or place of profit or as regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor vendor, purchaser or in any other manner ~~whatever~~
shall
any
such
contract
or
any
other
contract
or		 whatsoever, nor shall any such contract or any other
arrangement in which any Director is in any way contract or arrangement in which any Director is in any
interested be liable to be avoided, nor shall any Director way interested be liable to be avoided, nor shall any
so contracting or being so interested be liable to account Director so contracting or being so interested be liable to
to the Company or the Members for any remuneration, account to the Company or the Members for any
profit or other benefits realised by any such contract or remuneration, profit or other benefits realised by any such
arrangement by reason of such Director holding that contract or arrangement by reason of such Director
office or of the fiduciary relationship thereby established holding that office or of the fiduciary relationship thereby
provided that such Director shall disclose the nature of his established provided that such Director shall disclose the
interest in any contract or arrangement in which he is nature of his interest in any contract or arrangement in
interested in accordance with Article 102 herein. which he is interested in accordance with Article ~~102 ~~99
herein.
103 (1) A Director shall not vote (nor be counted in the 100 (1) A Director shall not vote (nor be counted in the To clarify the scope to
quorum) on any resolution of the Board approving any quorum) on any resolution of the Board approving any close associates and
contract or arrangement or any other proposal in which he contract or arrangement or any other proposal in which he amend according to the
or any of his associates is materially interested, but this or any of his close associates is materially interested, but Listing Rules
prohibition shall not apply to any of the following matters this prohibition shall not apply to any of the following
namely: matters namely:

– 44 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the
**Article ** No. Article Article No. Article Amendments
(i) any contract or arrangement for the giving to such
Director or his associate(s) any security or indemnity in		 (i) ~~any contract or arrangement for ~~the giving of any
security or indemnity either:-
respect of money lent by him or any of his associates or
obligations incurred or undertaken by him or any of his		 (a) to ~~such ~~the Director or his close associate(s) ~~any~~
associates at the request of or for the benefit of the ~~security or indemnity ~~in respect of money lent ~~by him or~~
Company or any of its subsidiaries; ~~any of his associates ~~or obligations incurred or undertaken
by him or any of them ~~his associates ~~at the request of or
for the benefit of the Company or any of its subsidiaries;
or
(ii) any contract or arrangement for the giving of any ~~(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		 ~~security or indemnity ~~(b) to a third party in respect of a
debt or obligation of the Company or any of its
which the Director or his associate(s) has himself/ subsidiaries
for
which
the
Director
or
his
close
themselves assumed responsibility in whole or in part associate(s)
has
himself/
themselves
assumed
whether alone or jointly under a guarantee or indemnity responsibility in whole or in part and whether alone or
or by the giving of security; jointly under a guarantee or indemnity or by the giving of
security;
(iii) any contract or arrangement concerning an offer of
shares or debentures or other securities of or by the		 ~~(iii) ~~(ii) any ~~contract or arrangement ~~proposal concerning
an offer of shares or debentures or other securities of or
Company or any other company which the Company may by the Company or any other company which the
promote or be interested in for subscription or purchase, Company may promote or be interested in for subscription
where the Director or his associate(s) is/are or is/are to be or purchase, where the Director or his close associate(s)
interested
as
a
participant
in
the
underwriting
or		 is/are or is/are to be interested as a participant in the
sub-underwriting of the offer; underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the Director or ~~(iv) any contract or arrangement in which the Director or~~
his associate(s) is/are interested in the same manner as ~~his associate(s) is/are interested in the same manner as~~
other holders of shares or debentures or other securities of ~~other holders of shares or debentures or other securities of~~
the Company by virtue only of his/their interest in shares ~~the Company by virtue only of his/their interest in shares~~
or debentures or other securities of the Company; ~~or debentures or other securities of the Company;~~
(v) any contract or arrangement concerning any other ~~(v) any contract or arrangement concerning any other~~
company in which the Director or his associate(s) is/are ~~company in which the Director or his associate(s) is/are~~
interested only, whether directly or indirectly, as an ~~interested only, whether directly or indirectly, as an~~
officer or executive or a shareholder or in which the ~~officer or executive or a shareholder or in which the~~
Director and any of his associates are beneficially ~~Director and any of his associates are beneficially~~
interested in shares of that company, provided that the ~~interested in shares of that company, provided that the~~
Director and any of his associates are not in aggregate ~~Director and any of his associates are not in aggregate~~
beneficially interested in five (5) per cent or more of the ~~beneficially interested in five (5) per cent or more of the~~
issued shares or of the voting rights of any class of shares ~~issued shares or of the voting rights of any class of shares~~
of such company (or of any third company through which ~~of such company (or of any third company through which~~
his interest or that of any of his associates is derived); or ~~his interest or that of any of his associates is derived); or~~

– 45 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the
**Article ** No. Article Article No. Article Amendments
(vi) any proposal or arrangement concerning the adoption,
modification or operation of a share operation scheme, a		 ~~(vi) ~~(iii) any proposal or arrangement concerning the
benefit of employees of the Company or its subsidiaries
pension fund or retirement, death or disability benefits including:
scheme or other arrangement which relates both to
directors, his associates and employees of the Company or		 (a) the adoption, modification or operation of ~~a ~~any
of any of its subsidiaries and does not provide in respect employees’ share scheme or any share incentive or share
of any Director, or his associate(s)), as such any privilege
or advantage not accorded generally to the class of		 option scheme~~, ~~under which the Director or his close
associate(s) may benefit; or
persons to which such scheme or fund relates;
(b) the adoption, modification or operation of a pension
fund or retirement, death or disability benefits scheme ~~or~~
~~other arrangement ~~which relates ~~both ~~to ~~directors ~~the
Director, his ~~associates ~~close associate(s) and ~~employees~~
employee(s) of the Company or ~~of ~~any of its subsidiaries
and does not provide in respect of any Director, or his
close associate(s), as such any privilege or advantage not
~~accorded ~~generally accorded to the class of persons to
which such scheme or fund relates;
(iv) any contract or arrangement in which the Director or
his close associate(s) is/are interested in the same manner
as other holders of shares or debentures or other securities
of the Company by virtue only of his/their interest in
shares or debentures or other securities of the Company.
(2) A company shall be deemed to be a company in which ~~(2) A company shall be deemed to be a company in which~~
a Director and/or his associate(s) owns five (5) per cent. ~~a Director and/or his ~~ ~~associate(s) owns five (5) per cent.~~
or more if and so long as (but only if and so long as) he ~~or more if and so long as (but only if and so long as) he~~
and/or his associates, (either directly or indirectly) are the ~~and/or his associates, ~~ ~~(either directly or indirectly) are the~~
holders of or beneficially interested in five (5) per cent. ~~holders of or beneficially interested in five (5) per cent.~~
or more of any class of the equity share capital of such ~~or more of any class of the equity share capital of such~~
company or of the voting rights available to members of ~~company or of the voting rights available to members of~~
such company (or of any third company through which his ~~such company (or of any third company through which his~~
interest or that of any of his associates is derived). For ~~interest or that of any of his associates is derived). For~~
the purpose of this paragraph there shall be disregarded ~~the purpose of this paragraph there shall be disregarded~~
any shares held by a Director or his associate(s) as bare ~~any shares held by a Director or his associate(s) as bare~~
or custodian trustee and in which he or any of them has ~~or custodian trustee and in which he or any of them has~~
no beneficial interest, any shares comprised in a trust in ~~no beneficial interest, any shares comprised in a trust in~~
which the interest of the Director or his associate(s) is/are ~~which the interest of ~~ ~~the Director or his associate(s) is/are~~
in reversion or remainder if and so long as some other ~~in reversion or remainder if and so long as some other~~
person is entitled to receive the income thereof, and any ~~person is entitled to ~~ ~~receive the income thereof, and any~~
shares comprised in an authorised unit trust scheme in ~~shares comprised in ~~ ~~an authorised unit trust scheme in~~
which the Director or his associate(s) is/are interested ~~which the Director ~~ ~~or his associate(s) is/are interested~~
only as a unit holder. ~~only as a unit holder.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Article No. Article Article No. Article Amendments (3) Where a company in which a Director and/or his ~~(3) Where a company in which a Director and/or his~~ associate(s) holds five (5) per cent. or more is materially ~~associate(s) holds five (5) per cent. or more is materially~~ interested in a transaction, then that Director and/or his ~~interested in a transaction, then that Director and/or his~~ associate(s) shall also be deemed materially interested in ~~associate(s) shall also be deemed materially interested in~~ such transaction. If any question shall arise at any ~~such transaction.~~ (2) If any question shall arise at any meeting of the Board as to the materiality of the interest meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent and conclusive except in a case where the nature or extent of the interest of such chairman as known to such of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board. chairman has not been fairly disclosed to the Board.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article **Basis for ** **Basis for ** the
**Article ** No. Article Article No. Article Amendments
104(3) Without prejudice to the general powers conferred by
101(3)		 Without prejudice to the general powers conferred by To make clerical
these Articles it is hereby expressly declared that the these Articles it is hereby expressly declared that the amendment
Board shall have the following powers: Board shall have the following powers:
(a) To give to any person the right or option of requiring
at a future date that an allotment shall be made to him of		 (a) ~~To ~~to give to any person the right or option of
requiring at a future date that an allotment shall be made
any share at par or at such premium as may be agreed. to him of any share at par or at such premium as may be
agreed~~.~~;
(b) To give to any Directors, officers or servants of the
Company an interest in any particular business or		 (b) ~~To ~~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 transaction or participation in the profits thereof or in the
general profits of the Company either in addition to or in general profits of the Company either in addition to or in
substitution for a salary or other remuneration. substitution for a salary or other remuneration~~.~~; and
(c) To resolve that the Company be deregistered in the
Cayman Islands and continued in a named jurisdiction		 (c) ~~To ~~to resolve that the Company
Cayman Islands and continued in		 be deregistered in the
a named jurisdiction
outside the Cayman Islands subject to the provisions of outside the Cayman Islands subject to the provisions of
the Act. the ~~Law~~Act.
104(4) Except as would, if the Company were a company
101(4)		 ~~Except as would, if the Company were a company~~ To amend in
incorporated in Hong Kong, be permitted by Section 157H ~~incorporated in Hong Kong, be permitted by Section 157H~~ accordance with the
of the Companies Ordinance (Chapter 32 of the Laws of ~~of the Companies Ordinance (Chapter 32 of the Laws of~~ Companies Ordinance
Hong Kong) as in force at the date of adoption of these ~~Hong Kong) as in force at the date of adoption of these~~
Articles, and except as permitted under the Law, the
Company shall not directly or indirectly:		 ~~Articles, and except as permitted under the Law, the ~~The
Company shall not make any loan, directly or indirectly,
to a Director or his close associate(s) if and to the extent
it would be prohibited by the Companies Ordinance
(Chapter 622 of the laws of Hong Kong) as if the
Company were a company incorporated in Hong Kong.
(i) make a loan to a Director or a director of any holding ~~(i) make a loan to a Director or a director of any holding~~
company of the Company or to any of their respective ~~company of the Company or to any of their respective~~
associates (as defined by the rules, where applicable, of ~~associates (as defined by the rules, where applicable, of~~
the Designated Stock Exchange); ~~the Designated Stock Exchange);~~
(ii) enter into any guarantee or provide any security in ~~(ii) enter into any guarantee or provide any security in~~
connection with a loan made by any person to a Director ~~connection with a loan made by any person to a Director~~
or such a director; or ~~or such a director; or~~
(iii) if any one or more of the Directors hold (jointly or ~~(iii) if any one or more of the Directors hold (jointly or~~
severally or directly or indirectly) a controlling interest in ~~severally or directly or indirectly) a controlling interest in~~
another company, make a loan to that other company or ~~another company, make a loan to that other company or~~
enter into any guarantee or provide any security in ~~enter into any guarantee or provide any security in~~
connection with a loan made by any person to that other ~~connection with a loan made by any person to that other~~
company. ~~company~~
Article 104(4) shall only have effect for so long as the
shares of the Company are listed on The Stock Exchange		 Article ~~104 ~~101(4) shall only have effect for so long as
the shares of the Company are listed on The Stock
of Hong Kong Limited. Exchange of Hong Kong Limited.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the Basis for the Basis for the Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
114 The Board may meet for the despatch of business, adjourn 111 The Board may meet for the despatch of business, adjourn To provide for
and otherwise regulate its meetings as it considers or postpone and otherwise regulate its meetings as it postponement of
appropriate. Questions arising at any meeting shall be considers appropriate. Questions arising at any meeting meetings
determined by a majority of votes. In the case of any shall be determined by a majority of votes. In the case of
equality of votes the chairman of the meeting shall have any equality of votes the chairman of the meeting shall
an additional or casting vote. have an additional or casting vote.
115 A meeting of the Board may be convened by the Secretary 112 A meeting of the Board may be convened by the Secretary To provide for means
on request of a Director or by any Director. The Secretary on request of a Director or by any Director. The Secretary by which notice of a
shall convene a meeting of the Board of which notice may shall convene a meeting of the Board ~~of which notice may~~ meeting is deemed
be given by telephone or in such other manner as the whenever he shall be required so to do by any Director. given
Board may from time to time determine whenever he shall Notice of a meeting of the Board shall be deemed to be
be required so to do by the president or chairman, as the duly given to a Director if it is given to such Director in
case may be, or any Director. writing or verbally (including in person or by telephone)
or by electronic means to an electronic address from time
to time notified to the Company by such Director or (if
the recipient consents to it being made available on a
website) by making it available on a website or by
telephone or in such other manner as the Board may from
time to time determine ~~whenever he shall be required so~~
~~to ~~ ~~do by the president or chairman, as the case may be, or~~
~~any Director.~~
116(2) Directors may participate in any meeting of the Board by 113(2)
Directors may participate in any meeting of the Board by		 To provide for
means
of
a
conference
telephone,
or
other		 means of a conference telephone, electronic or other electronic
communications equipment through which all persons communications equipment through which all persons communications in
participating in the meeting can communicate with each participating in the meeting can communicate with each directors’ meetings
other simultaneously and instantaneously and, for the other simultaneously and instantaneously and, for the
purpose of counting a quorum, such participation shall purpose of counting a quorum, such participation shall
constitute presence at a meeting as if those participating constitute presence at a meeting as if those participating
were present in person. were present in person.
118 The Board may elect a chairman and one or more deputy
chairman of its meetings and determine the period for		 115 The Board may elect ~~a ~~one or more chairman and one or
more deputy chairman of its meetings and determine the		 To
amend
clarification		 for
and
which they are respectively to hold such office. If no period for which they are respectively to hold such office. flexibility to the extent
chairman or deputy chairman is elected, or if at any If no chairman or deputy chairman is elected, or if at any permissible by laws
meeting neither the chairman nor any deputy chairman is
present within five (5) minutes after the time appointed		 meeting ~~neither the ~~no chairman ~~nor any ~~or deputy
chairman is present within five (5) minutes after the time		 and regulations
for holding the same, the Directors present may choose appointed for holding the same, the Directors present may
one of their number to be chairman of the meeting. choose one of their number to be chairman of the
meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
122 A resolution in writing signed by all the Directors except 119 A resolution in writing signed by all the Directors except To amend according to
such as are temporarily unable to act through ill-health or such as are temporarily unable to act through ill-health or the Corporate
disability, and all the alternate Directors, if appropriate, disability, and all the alternate Directors, if appropriate, Governance Code of
whose appointors are temporarily unable to act as whose appointors are temporarily unable to act as the Listing Rules and
aforesaid shall (provided that such number is sufficient to aforesaid shall (provided that such number is sufficient to provide for electronic
constitute a quorum and further provided that a copy of constitute a quorum and further provided that a copy of communications in
such resolution has been given or the contents thereof such resolution has been given or the contents thereof passing resolutions
communicated to all the Directors for the time being communicated to all the Directors for the time being
entitled to receive notices of Board meetings in the same entitled to receive notices of Board meetings in the same
manner as notices of meetings are required to be given by manner as notices of meetings are required to be given by
these Articles) be as valid and effectual as if a resolution these Articles) be as valid and effectual as if a resolution
had been passed at a meeting of the Board duly convened had been passed at a meeting of the Board duly convened
and held. Such resolution may be contained in one and held. A notification of consent to such resolution
document or in several documents in like form each given by a Director in writing to the Board by any means
signed by one or more of the Directors or alternate (including by means of electronic communication) shall
Directors and for this purpose a facsimile signature of a be deemed to be his/her signature to such resolution in
Director or an alternate Director shall be treated as valid. writing for the purpose of this Article. Such resolution
may be contained in one document or in several
documents in like form each signed by one or more of the
Directors or alternate Directors and for this purpose a
facsimile signature of a Director or an alternate Director
shall be treated as valid. Notwithstanding the foregoing, a
resolution in writing shall not be passed in lieu of a
meeting of the Board for the purposes of considering any
matter or business in which a substantial shareholder of
the Company or a Director has a conflict of interest and
the Board has determined that such conflict of interest to
be material.
127(1) The officers of the Company shall consist of a chairman,
the Directors and Secretary and such additional officers		 124(1)
The officers of the Company shall consist of ~~a ~~at least one
chairman, the Directors and Secretary and such additional		 To
the		 offer flexibility to
extent permissible
(who may or may not be Directors) as the Board may officers (who may or may not be Directors) as the Board by laws and
from time to time determine, all of whom shall be deemed may from time to time determine, all of whom shall be regulations
to be officers for the purposes of
Articles		 the Law and these deemed to be officers for the purposes of the ~~Law A~~ct and
these Articles
127(2) The Directors shall, as soon as may be after each 124(2)
The Directors shall, as soon as may be after each		 To offer flexibility to
appointment or election of Directors, elect amongst the appointment or election of Directors, elect amongst the the extent permissible
Directors a chairman and if more than one (1) Director is Directors a chairman and if more than one (1) Director is by laws and
proposed for this office, the election to such office shall proposed for this office, the ~~election to such office shall~~ regulations
take place in such manner as the Directors may determine. ~~take place ~~Directors may elect more than one chairman in
such manner as the Directors may determine.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** the
Article No. Article Article No. Article Amendments
132(1) The Board shall cause minutes to be duly entered in
books provided for the purposes:		 129(1) The Board shall cause minutes to be duly entered in
books provided for the purpose ~~purposes~~:		 To
make
amendment		 clerical
a. of all elections and appointments of officers; (a) of all elections and appointments of officers;
b. of the names of the Directors present at each meeting (b) of the names of the Directors present at each meeting
of the Directors and of any committee of the Directors; of the Directors and of any committee of the Directors;
c. of all resolutions and proceedings of each general (c) of all resolutions and proceedings of each general
meeting of the Members, meetings of the Board and meeting of the Members, meetings of the Board and
meetings of committees of the Board and where there are meetings of committees of the Board and where there are
managers, of all proceedings of meetings of the managers; managers,
of
all
proceedings
of
meetings
of
the
managers.~~;~~
135(1)(b) any dividend mandate or any variation or cancellation 132(b) any dividend mandate or any variation or cancellation To make clerical
thereof or any notification of change of name or address thereof or any notification of change of name or address amendments
at any time after the expiry of two (2) years from the date at any time after the expiry of two (2) years from the date
such mandate variation cancellation or notification was such mandate, variation, cancellation or notification was
recorded by the Company; recorded by the Company;
145(1)(a)(ii) the Board, after determining the basis of allotment, shall 142(1)(a)(ii) the Board, after determining the basis of allotment, shall To make clerical
give not less than two (2) weeks’ notice to the holders of
the relevant shares of the right of election accorded to		 give not less than two (2) weeks’ ~~notice ~~Notice to the
holders of the relevant shares of the right of election		 amendments
them and shall send with such notice forms of election accorded to them and shall send with such notice forms of
and specify the procedure to be followed and the place at election and specify the procedure to be followed and the
which and the latest date and time by which duly place at which and the latest date and time by which duly
completed forms of election must be lodged in order to be completed forms of election must be lodged in order to be
effective; effective;
145(1)a. (iv) the dividend (or that part of the dividend to be satisfied 142(1) the dividend (or that part of the dividend to be satisfied To clarify definition of
by the allotment of shares as aforesaid) shall not be (a)(iv) by the allotment of shares as aforesaid) shall not be Subscription Rights
payable in cash on shares in respect whereof the cash payable in cash on shares in respect whereof the cash Reserve
election has not been duly exercised (“the non- elected election has not been duly exercised (“the non-elected
shares”) and in satisfaction thereof shares of the relevant shares”) and in satisfaction thereof shares of the relevant
class shall be allotted credited as fully paid up to the class shall be allotted credited as fully paid up to the
holders of the non -elected shares on the basis of holders of the non-elected shares on the basis of allotment
allotment determined as aforesaid and for such purpose determined as aforesaid and for such purpose the Board
the Board shall capitalise and apply out of any part of the shall capitalise and apply out of any part of the undivided
undivided profits of the Company (including profits profits of the Company (including profits carried and
carried and standing to the credit of any reserves or other standing to the credit of any reserves or other special
special
account,
share
premium
account,
capital		 account, share premium account, capital redemption
redemption reserve other than the Subscription Rights reserve other than the Subscription Rights Reserve (as
Reserve as the Board may determine, such sum as may be defined below)) as the Board may determine, such sum as
required to pay up in full the appropriate number of may be required to pay up in full the appropriate number
shares of the relevant class for allotment and distribution of shares of the relevant class for allotment and
to and amongst the holders of the non- elected shares on distribution to and amongst the holders of the non-elected
such basis; or shares on such basis; or

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** **Basis for ** the
Article No. Article Article No. Article Amendments
145(1)b.(iv) the dividend (or that part of the dividend in respect of 142(1) the dividend (or that part of the dividend in respect of To clarify definition of
which a right of election has been accorded) shall not be (b)(iv) which a right of election has been accorded) shall not be Subscription Rights
payable in cash on shares in respect whereof the share payable in cash on shares in respect whereof the share Reserve
election has been duly exercised (“the elected shares”) election has been duly exercised (“the elected shares”)
and in lieu thereof shares of the relevant class shall be and in lieu thereof shares of the relevant class shall be
allotted credited as fully paid up to the holders of the allotted credited as fully paid up to the holders of the
elected shares on the basis of allotment determined as elected shares on the basis of allotment determined as
aforesaid and for such purpose the Board shall capitalise aforesaid and for such purpose the Board shall capitalise
and apply out of any part of the undivided profits of the and apply out of any part of the undivided profits of the
Company (including profits carried and standing to the Company (including profits carried and standing to the
credit of any reserves or other special account, share credit of any reserves or other special account, share
premium account, capital redemption reserve other than premium account, capital redemption reserve other than
the Subscription Rights Reserve) as the Board may the Subscription Rights Reserve (as defined below)) as
determine, such sum as may be required to pay up in full the Board may determine, such sum as may be required to
the appropriate number of shares of the relevant class for pay up in full the appropriate number of shares of the
allotment and distribution to and amongst the holders of relevant class for allotment and distribution to and
the elected shares on such basis. amongst the holders of the elected shares on such basis.
145(2)(a) The
shares
allotted
pursuant
to
the
provisions		 of 142(2)(a) The
shares
allotted
pursuant
to
the
provisions
of		 To amend paragraph
paragraph (1) of this Article shall rank pari passu in all paragraph (1) of this Article shall rank pari passu in all reference for
respects with shares of the same class (if any) then in respects with shares of the same class (if any) then in consistency
issue save only as regards participation in the relevant issue save only as regards participation in the relevant
dividend or in any other distributions, bonuses or rights dividend or in any other distributions, bonuses or rights
paid,
made,
declared
or
announced
prior
to		 or paid,
made,
declared
or
announced
prior
to
or
contemporaneously with the payment or declaration of the contemporaneously with the payment or declaration of the
relevant dividend unless, contemporaneously with the relevant dividend unless, contemporaneously with the
announcement by the Board of their proposal to apply the announcement by the Board of their proposal to apply the
provisions of sub- paragraph (a) or (b) of paragraph (2)
this Article in relation to the relevant dividend		 of
or		 provisions of sub-paragraph (a) or (b) of paragraph ~~(2) ~~(1)
of this Article in relation to the relevant dividend or
contemporaneously
with
their
announcement
of
the		 contemporaneously
with
their
announcement
of
the
distribution, bonus or rights in question, the Board shall distribution, bonus or rights in question, the Board shall
specify that the shares to be allotted pursuant to the specify that the shares to be allotted pursuant to the
provisions of paragraph (1) of this Article shall rank for provisions of paragraph (1) of this Article shall rank for
participation in such distribution, bonus or rights. participation in such distribution, bonus or rights.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No. Article Amendments
147 The Company may, upon the recommendation of the 144 (1) The Company may, upon the recommendation of the To further elaborate on
Board, at any time and from time to time pass an ordinary Board, at any time and from time to time pass an ordinary capitalization of
resolution to the effect that it is desirable to capitalise all resolution to the effect that it is desirable to capitalise all reserves and to offer
or any part of any amount for the time being standing to or any part of any amount for the time being standing to flexibility to the extent
the credit of any reserve or fund (including a share the credit of any reserve or fund (including a share permissible by laws
premium account and capital redemption reserve and the premium account and capital redemption reserve and the and regulations
profit and loss account) whether or not the same is profit and loss account) whether or not the same is
available for distribution and accordingly that such available for distribution and accordingly that such
amount be set free for distribution among the Members or amount be set free for distribution among the Members or
any class of Members who would be entitled thereto if it any class of Members who would be entitled thereto if it
were distributed by way of dividend and in the same were distributed by way of dividend and in the same
proportions, on the footing that the same is not paid in proportions, on the footing that the same is not paid in
cash but is applied either in or towards paying up the cash but is applied either in or towards paying up the
amounts for the time being unpaid on any shares in the amounts for the time being unpaid on any shares in the
Company held by such Members respectively or in paying Company held by such Members respectively or in paying
up in full unissued shares, debentures or other obligations up in full unissued shares, debentures or other obligations
of the Company, to be allotted and distributed credited as of the Company, to be allotted and distributed credited as
fully paid up among such Members, or partly in one way fully paid up among such Members, or partly in one way
and partly in the other, and the Board shall give effect to and partly in the other, and the Board shall give effect to
such resolution provided that, for the purposes of this such resolution provided that, for the purposes of this
Article, a share premium account and any capital Article, a share premium account and any capital
redemption
reserve
or
fund
representing
unrealised		 redemption
reserve
or
fund
representing
unrealised
profits, may be applied only in paying up in full unissued profits, may be applied only in paying up in full unissued
shares of the Company to be allotted to such Members shares of the Company to be allotted to such Members
credited as fully paid credited as fully paid.
(2) Notwithstanding any provisions in these Articles, the
Board may resolve to capitalise all or any part of any
amount for the time being standing to the credit of any
reserve or fund (including a share premium account and
the profit and loss account) whether or not the same is
available for distribution by applying such sum in paying
up unissued shares to be allotted to (i) employees
(including directors) of the Company and/or its affiliates
(meaning
any
individual,
corporation,
partnership,
association, joint-stock company, trust, unincorporated
association or other entity (other than the Company) that
directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control
with, the Company) upon exercise or vesting of any
options or awards granted under any share incentive
scheme or employee benefit scheme or other arrangement
which relates to such persons that has been adopted or
approved by the Members at a general meeting, or (ii) any
trustee of any trust to whom shares are to be allotted and
issued by the Company in connection with the operation
of any share incentive scheme or employee benefit
scheme or other arrangement which relates to such
persons that has been adopted or approved by the
Members at a general meeting.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** **Basis for ** **Basis for ** the
**Article ** No. Article Article No.
Article		 Amendments
149(3) The provision of this Article as to the establishment and 146(3)
The provision of this Article as to the establishment and		 To amend clerical error
maintenance of the Subscription Rights Reserve shall not maintenance of the Subscription Rights Reserve shall not
be altered or added to in any way which would vary or be altered or added to in any way which would vary or
abrogate, or which would have the effect of varying or abrogate, or which would have the effect of varying or
abrogating
the
provisions
for
the
benefit
of
any		 abrogating
the
provisions
for
the
benefit
of
any
warrantholder or class of wanantholders under this Article warrantholder or class of ~~wanantholders ~~warrantholders
without the sanction of a special resolution of such under this Article without the sanction of a special
warrantholders or class of warrantholders resolution
of
such
warrantholders
or
class
of
warrantholders
151 The accounting records shall be kept at the Office or, at 148 The accounting records shall be kept at the Office or, at To amend clerical error
such other place or places as the Board decides and shall such other place or places as the Board decides and shall
always be open to inspection by the Directors. No always be open to inspection by the Directors. No
Member (other than a Director) shall have any right of Member (other than a Director) shall have any right of
inspecting any accounting record or book or document of inspecting any accounting record or book or document of
the Company except as conferred by law or authroised by the Company except as conferred by law or ~~authroised~~
the Board or the Company in general meeting authorised by the Board or the Company in general
meeting
152 Subject to Article 153, a printed copy of the Directors’
report, accompanied by the balance sheet and profit and		 149 Subject to Article ~~153 ~~150, a printed copy of the
Directors’ report, accompanied by the balance sheet and		 To
amend
references
to		 article
ensure
loss account, including every document required by law to profit
and
loss
account,
including
every
document		 consistency
be annexed thereto, made up to the end of the applicable required by law to be annexed thereto, made up to the end
financial year and containing a summary of the assets and of the applicable financial year and containing a summary
liabilities of the Company under convenient heads and a of the assets and liabilities of the Company under
statement of income and expenditure, together with a copy convenient
heads
and
a
statement
of
income
and
of the Auditors’ report, shall be sent to each person expenditure, together with a copy of the Auditors’ report,
entitled thereto at least twenty-one (21) days before the shall be sent to each person entitled thereto at least
date of the general meeting and at the same time as the twenty-one (21) days before the date of the general
notice of annual general meeting and laid before the meeting and at the same time as the notice of annual
Company
at
the
annual
general
meeting
held
in		 general meeting and laid before the Company at the
accordance with Article 56 provided that this Article shall annual general meeting held in accordance with Article 56
not require a copy of those documents to be sent to any provided that this Article shall not require a copy of those
person whose address the Company is not aware or to documents to be sent to any person whose address the
more than one of the joint holders of any shares or Company is not aware or to more than one of the joint
debentures. holders of any shares or debentures.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** **Basis ** **for ** the
**Article ** No. Article Article No. Article Amendments
153 Subject to due compliance with all applicable Statutes, 150 Subject to due compliance with all applicable Statutes, To reflect amendments
rules and regulations, including, without limitation, the rules and regulations, including, without limitation, the to other articles, bring
rules of the Designated Stock Exchange, and to obtaining
all necessary consents, if any, required thereunder, the		 ~~rules of the Designated Stock Exchange~~Listing Rules, and
to obtaining all necessary consents, if any, required		 the article
and clarify		 up-to-date
expression
requirements of Article 152 shall be deemed satisfied in
relation to any person by sending to the person in any		 thereunder, the requirements of Article ~~152 ~~149 shall be
deemed satisfied in relation to any person by sending to
manner not prohibited by the Statutes, a summary the person in any manner not prohibited by the Statutes, ~~a~~
financial statement derived from the Company’s annual
accounts and the directors’ report which shall be in the		 ~~summary~~
summarised
financial
~~statement~~
statements
derived from the Company’s annual accounts and the
form
and
containing
the
information
required
by		 directors’ report which shall be in the form and containing
applicable laws and regulations, provided that any person the
information
required
by
applicable
laws
and
who
is
otherwise
entitled
to
the
annual
financial		 regulations, provided that any person who is otherwise
statements of the Company and the directors’ report entitled to the annual financial statements of the Company
thereon may, if he so requires by notice in writing served and the directors’ report thereon may, if he so requires by
on the Company, demand that the Company sends to him, notice in writing served on the Company, demand that the
in addition to a summary financial statement, a complete
printed copy of the Company’s annual financial statement		 Company sends to him, in addition to ~~a summary~~
summarised financial s~~tatement ~~statements, a complete
and the directors’ report thereon. printed copy of the Company’s annual financial statement
and the directors’ report thereon.
154 The requirement to send to a person referred to in Article 151 The requirement to send to a person referred to in Article To reflect amendments
152 the documents referred to in that article or a summary
financial report in accordance with Article 153 shall be		 ~~152 ~~149 the documents referred to in that article or a
summary financial report in accordance with Article ~~153~~		 to other articles
ensure consistency		 and
and
deemed satisfied where, in accordance with all applicable 150 shall be deemed satisfied where, in accordance with bring the article
Statutes,
rules
and
regulations,
including,
without		 all applicable Statutes, rules and regulations, including, up-to-date
limitation, the rules of the Designated Stock Exchange, without limitation, the r~~ules of the Designated Stock~~
the Company publishes copies of the documents referred
to in Article 152 and, if applicable, a summary financial
report complying with Article 153, on the Company’s		 ~~Exchange ~~Listing Rules, the Company publishes copies of
the documents referred to in Article ~~152 ~~149 and, if
applicable, a summary financial report complying with
computer network or in any other permitted manner
(including
by
sending
any
form
of
electronic		 Article ~~153 ~~150, on the Company’s computer network or
in any other permitted manner (including by sending any
communication), and that person has agreed or is deemed form of electronic communication), and that person has
to have agreed to treat the publication or receipt of such agreed or is deemed to have agreed to treat the
documents in such manner as discharging the Company’s publication or receipt of such documents in such manner
obligation to send to him a copy of such documents. as discharging the Company’s obligation to send to him a
copy of such documents.
155(2) The Members may, at any general meeting convened and 152(2) The Members may, at any general meeting convened and To amend in
held in accordance with these Articles, by special
resolution remove the Auditor at any time before the		 held in accordance with these Articles, by ~~special ~~ordinary
resolution remove the Auditor at any time before the		 accordance
Appendix		 3 of with
the
expiration of his term of office and shall by ordinary expiration of his term of office and shall by ordinary Listing Rules
resolution at that meeting appoint another Auditor in his resolution at that meeting appoint another Auditor in his
stead for the remainder of his term. stead for the remainder of his term.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** **for ** the the
**Article ** No. Article Article No. Article Amendments
158 If the office of auditor becomes vacant by the resignation 155 ~~If the office of auditor becomes vacant by the resignation~~ To amend in
or death of the Auditor, or by his becoming incapable of ~~or death of the Auditor, or by his becoming incapable of~~ accordance with
acting by reason of illness or other disability at a time ~~acting by reason of illness or other disability at a time~~ Appendix 3 of the
when his services are required, the Directors shall fill the ~~when his services are required, the Directors shall fill the~~ Listing Rules
vacancy and fix the remuneration of the Auditor so ~~vacancy and fix the remuneration of the Auditor so~~
appointed. ~~appointed.~~
The Directors may fill any casual vacancy in the office of
Auditor but while any such vacancy continues the
surviving or continuing Auditor or Auditors, if any, may
act. The remuneration of any Auditor appointed by the
Directors under this Article may be fixed by the Board.
Subject toArticle 152(2), an Auditor appointed under this
Article shall hold office until the next following annual
general meeting of the Company and shall then be subject
to appointment by the Members under Article 152(1) at
such remuneration to be determined by the Members
under Article 154.
160 The statement of income and expenditure and the balance 157 The statement of income and expenditure and the balance To amend clerical error
sheet provided for by these Articles shall be examined by sheet provided for by these Articles shall be examined by
the Auditor and compared by him with the books, the Auditor and compared by him with the books,
accounts and vouchers relating thereto; and he shall make accounts and vouchers relating thereto; and he shall make
a written report thereon stating whether such statement a written report thereon stating whether such statement
and balance sheet are drawn up so as to present fairly the and balance sheet are drawn up so as to present fairly the
financial position of the Company and the results of its financial position of the Company and the results of its
operations for the period under review and, in case operations for the period under review and, in case
information shall have been called for from Directors or information shall have been called for from Directors or
officers of the Company, whether the same has been officers of the Company, whether the same has been
furnished
and
has
been
satisfactory.
The
financial		 furnished
and
has
been
satisfactory.
The
financial
statements of the Company shall be audited by the statements of the Company shall be audited by the
Auditor in accordance with generally accepted auditing Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon standards. The Auditor shall make a written report thereon
in accordance with generally accepted auditing standards in accordance with generally accepted auditing standards
and the report of the Auditor shall be submitted to the and the report of the Auditor shall be submitted to the
Members in general meeting. The generally accepted Members in general meeting. The generally accepted
auditing standards referred to herein may be those of a auditing standards referred to herein may be those of a
country or jurisdiction other than the Cayman Islands. If country or jurisdiction other than the Cayman Islands. If
so, the financial statements and the report of the Auditor so, the financial statements and the report of the Auditor
should disclose this act and name such country or
jurisdiction.		 should disclose this ~~act ~~fact and name such country or
jurisdiction.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article Basis for the
**Article ** No. Article Article No. Article Amendments
161 Any Notice or document (including any “corporate
158		 (1) Any Notice or document (including any “corporate To provide means of
communication” within the meaning ascribed thereto communication” within the meaning ascribed thereto giving or issuing any
under the rules of the Designated Stock Exchange),
whether or not, to be given or issued under these Articles		 under the ~~rules of the Designated Stock Exchange ~~Listing
Rules), whether or not, to be given or issued under these		 notices and documents
from the Company to a Member shall be in writing or by Articles from the Company ~~to a Member ~~shall be in
facsimile transmission message or other form of electronic writing or by cable, telex or facsimile transmission
transmission or communication and any such Notice and message or other form of electronic transmission or
document may be served or delivered by the Company on electronic communication and any such Notice and
or to any Member either personally or by sending it
through the post in a prepaid envelope addressed to such
Member at his registered address as appearing in the
Register or at any other address supplied by him to the		 document may be ~~served ~~given or ~~delivered ~~issued by the
~~Company on or to any Member either ~~following means:
(a) by serving it personally ~~or ~~on the relevant person;
Company for the purpose or, as the case may be, by
transmitting it to any such address or transmitting it to (b) by sending it through the post in a prepaid envelope
any facsimile transmission number or electronic number addressed to such Member at his registered address as
or address or website supplied by him to the Company for appearing in the Register or at any other address supplied
the giving of Notice to him or which the person by him to the Company for the purpose ~~or, as the case~~
transmitting the notice reasonably and bona fide believes
at the relevant time will result in the Notice being duly
received by the Member or may also be served by		 ~~may be, by transmitting~~;
(c) by delivering or leaving it ~~to any ~~at such address ~~or~~
advertisement in appropriate newspapers in accordance ~~transmitting it to any facsimile transmission number or~~
with the requirements of the Designated Stock Exchange ~~electronic number or address or website supplied by him~~
or to the extent permitted by the applicable laws, by ~~to the Company for the giving of Notice to him or which~~
placing it on the Company’s website or the website of the ~~the person transmitting the notice reasonably and bona~~
Designated Stock Exchange, and giving to the member a ~~fide believes at the relevant time will result in the Notice~~
notice stating that the notice or other document is ~~being duly received by the Member or may also be served~~
available there (a “notice of availability”). as aforesaid;
(d) by placing an advertisement in appropriate newspapers
or other publication and where applicable, in accordance
with the requirements of the Designated Stock Exchange
~~or~~;
(e) by sending or transmitting it as an electronic
communication to the relevant person at such electronic
address as he may provide under Article 158(5), subject to
~~the extent permitted by ~~the Company complying with the
Statutes
and
any
other
applicable
laws,
rules
and
regulations from time to time in force with regard to any
requirements for the obtaining of consent (or deemed
consent) from such person;
(f) by ~~placing ~~publishing it on the Company’s website ~~or~~
to
which
the
~~website~~
~~of~~
~~the~~
~~Designated~~
~~Stock~~
~~Exchange,~~relevant person may have access, subject to the
Company complying with the Statutes and any other
applicable laws, rules and regulations from time to time in
force with regard to any requirements for the obtaining of
consent (or deemed consent) from such person and/or for
giving notification to ~~the member a notice ~~any such
person stating that the notice ~~or other,~~ document or
publication is available ~~there~~on the Company’s computer
network website (a “notice of availability”); or

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Original Article Amended Article **Basis ** for the
**Article ** No. Article Article No. Article Amendments
(g) by sending or otherwise making it available to such
person through such other means to the extent permitted
by and in accordance with the Statutes and other
(2) The notice of availability may be given to the Member applicable laws, rules and regulations.
(2)The notice of availability may be given ~~to the Member~~
by any of the means set out above. by any of the means set out above other than by posting it
on a website.
(3) In the case of joint holders of a share all notices shall (3) In the case of joint holders of a share all notices shall
be given to that one of the joint holders whose name be given to that one of the joint holders whose name
stands first in the Register and notice so given shall be stands first in the Register and notice so given shall be
deemed a sufficient service on or delivery to all the joint deemed a sufficient service on or delivery to all the joint
holders. holders.
(4) Every person who, by operation of law, transfer,
transmission, or other means whatsoever, shall become
entitled to any share, shall be bound by every notice in
respect of such share, which, previously to his name and
address (including electronic address) being entered in the
Register as the registered holder of such share, shall have
been duly given to the person from whom he derives title
to such share.
(5) Every Member or a person who is entitled to receive
notice from the Company under the provisions of the
Statutes or these Articles may register with the Company
an electronic address to which notices can be served upon
him.
(6) Subject to any applicable laws, rules and regulations
and the terms of these Articles, any notice, document or
publication, including but not limited to the documents
referred to in Articles, 149, 150 and 158 may be given in
the English language only or in both the English language
and the Chinese language.
162 Any Notice or other document: 159 Any Notice or other document: To provide for service
of any Notice or
a. if served or delivered by post, shall where appropriate (a) if served or delivered by post, shall where appropriate documents
be sent by airmail and shall be deemed to have been be sent by airmail and shall be deemed to have been
served or delivered on the day following that on which served or delivered on the day following that on which
the envelope containing the same, properly prepaid and the envelope containing the same, properly prepaid and
addressed, is put into the post; in proving such service or addressed, is put into the post; in proving such service or
delivery it shall be sufficient to prove that the envelope or delivery it shall be sufficient to prove that the envelope or
wrapper containing the notice or document was properly wrapper containing the notice or document was properly
addressed and put into the post and a certificate in writing addressed and put into the post and a certificate in writing
signed by the Secretary or other officer of the Company signed by the Secretary or other officer of the Company
or other person appointed by the Board that the envelope or other person appointed by the Board that the envelope
or wrapper containing the notice or other document was
so addressed and put into the post shall be conclusive		 or
wrapper
containing
the
~~notice~~
Notice
or
other
document was so addressed and put into the post shall be
evidence thereof; conclusive evidence thereof;

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis for ** the
**Article ** No. Article Article No. Article Amendments
b. if sent by electronic communication, shall be deemed to (b) if sent by electronic communication, shall be deemed
be given on the day on which it is transmitted from the to be given on the day on which it is transmitted from the
server of the Company or its agent. A notice placed on the
Company’s website or the website of the Designated		 server of the Company or its agent. A ~~notice ~~Notice
placed on the Company’s website or the website of the
Stock Exchange, is deemed given by the Company to a Designated Stock Exchange, is deemed given by the
Member on the day following that on which a notice of Company to a Member on the day following that on which
availability is deemed served on the Member; a notice of availability is deemed served on the Member;
(c) if published on the Company’s website, shall be
deemed to have been served on the day on which the
notice, document or publication first so appears on the
Company’s website to which the relevant person may
have access or the day on which the notice of availability
is deemed to have been served or delivered to such person
under theseArticles, whichever is later;
c. if served or delivered in any other manner contemplated
by these Articles, shall be deemed to have been served or		 ~~e.~~(d) if served or delivered in any other manner
contemplated by these Articles, shall be deemed to have
delivered at the time of personal service or delivery or, as been served or delivered at the time of personal service or
the case may be, at the time of the relevant despatch or delivery or, as the case may be, at the time of the relevant
transmission; and in proving such service or delivery a despatch or transmission; and in proving such service or
certificate in writing signed by the Secretary or other delivery a certificate in writing signed by the Secretary or
officer of the Company or other person appointed by the other officer of the Company or other person appointed by
Board as to the act and time of such service, delivery, the Board as to the act and time of such service, delivery,
despatch or transmission shall be conclusive evidence despatch or transmission shall be conclusive evidence
thereof; and thereof; and
d. may be given to a Member either in the English ~~d. may be given to a Member either in the English~~
language
or
the
Chinese
language,
subject
to
due		 ~~language~~
~~or~~
~~the~~
~~Chinese~~
~~language,~~
~~subject~~
~~to~~
~~due~~
compliance
with
all
applicable
Statutes,
rules
and		 ~~compliance~~
~~with~~
~~all~~
~~applicable~~
~~Statutes,~~
~~rules~~
~~and~~
regulations. ~~regulations~~
(e) if published as an advertisement in a newspaper or
other publication permitted under these Articles, shall be
deemed to have been served on the day on which the
advertisement first so appears.
163 (1) Any Notice or other document delivered or sent by 160 (1) Any Notice or other document delivered or sent by To make clerical
post to or left at the registered address of any Member in post to or left at the registered address of any Member in amendment
pursuance of these Articles shall, notwithstanding that pursuance of these Articles shall, notwithstanding that
such Member is then dead or bankrupt or that any other such Member is then dead or bankrupt or that any other
event has occurred, and whether or not the Company has event has occurred, and whether or not the Company has
notice of the death or bankruptcy or other event, be notice of the death or bankruptcy or other event, be
deemed to have been duly served or delivered in respect deemed to have been duly served or delivered in respect
of any share registered in the name of such Member as of any share registered in the name of such Member as
sole or joint holder unless his name shall, at the time of sole or joint holder unless his name shall, at the time of
the service or delivery of the notice or document, have
been removed from the Register as the holder of the		 the service or delivery of the ~~notice ~~Notice or document,
have been removed from the Register as the holder of the
share, and such service or delivery shall for all purposes share, and such service or delivery shall for all purposes
be deemed a sufficient service or delivery of such Notice be deemed a sufficient service or delivery of such Notice
or document on all persons interested (whether jointly or document on all persons interested (whether jointly
with or as claiming through or under him) in the share. with or as claiming through or under him) in the share.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
(2) A notice may be given by the Company to the person
entitled to a share in consequence of the death, mental		 (2) A ~~notice ~~Notice may be given by the Company to the
person entitled to a share in consequence of the death,
disorder or bankruptcy of a Member by sending it through mental disorder or bankruptcy of a Member by sending it
the post in a prepaid letter, envelope or wrapper addressed through the post in a prepaid letter, envelope or wrapper
to him by name, or by the title of representative of the addressed to him by name, or by the title of representative
deceased, or trustee of the bankrupt, or by any like of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, supplied for the description, at the address, if any, supplied for the
purpose by the person claiming to be so entitled, or (until purpose by the person claiming to be so entitled, or (until
such an address has been so supplied) by giving the notice such an address has been so supplied) by giving the notice
in any manner in which the same might have been given in any manner in which the same might have been given
if the death, mental disorder or bankruptcy had not if the death, mental disorder or bankruptcy had not
occurred. occurred.
(3) Any person who by operation of law, transfer or other (3) Any person who by operation of law, transfer or other
means whatsoever shall become entitled to any share shall 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		 be bound by every ~~notice ~~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 Register shall have been duly given to the person from
whom he derives his title to such share. whom he derives his title to such share.
164 For the purposes of these Articles, a cable or telex or 161 For the purposes of these Articles, a ~~cable or telex or~~ To update methods of
facsimile or electronic transmission message purporting to facsimile or electronic transmission message purporting to communication
come from a holder of shares or, as the case may be, a come from a holder of shares or, as the case may be, a
Director or alternate Director, or, in the case of a Director or alternate Director, or, in the case of a
corporation which is a holder of shares from a director or corporation which is a holder of shares from a director or
the secretary thereof or a duly appointed attorney or duly the secretary thereof or a duly appointed attorney or duly
authorised representative thereof for it and on its behalf, authorised representative thereof for it and on its behalf,
shall in the absence of express evidence to the contrary shall in the absence of express evidence to the contrary
available to the person relying thereon at the relevant time available to the person relying thereon at the relevant time
be deemed to be a document or instrument in writing be deemed to be a document or instrument in writing
signed by such holder or Director or alternate Director in signed by such holder or Director or alternate Director in
the terms in which it is received. the terms in which it is received.
165 The Board shall have power in the name and on behalf of
the Company to present a petition to the court for the		 162 ~~The ~~Subject toArticle 162(2), the Board shall have power
in the name and on behalf of the Company to present a		 To ensure consistency
of articles
Company to be wound up. petition to the court for the Company to be wound up.

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article **Basis ** **for ** the
**Article ** No. Article Article No. Article Amendments
166 (1) Subject to any special rights, privileges or restrictions 163 (1) Subject to any special rights, privileges or restrictions To bring the article
as to the distribution of available surplus assets on as to the distribution of available surplus assets on up-to-date
liquidation for the time being attached to any class or liquidation for the time being attached to any class or
classes of shares (i) (if the Company shall be wound up classes of shares (i) ~~(~~if the Company shall be wound up
and the assets available for distribution amongst the and the assets available for distribution amongst ~~the~~
Members of the Company shall be more than sufficient to Members ~~of the Company ~~shall be more than sufficient to
repay
the
whole
of
the
capital
paid
up
at
the		 repay
the
whole
of
the
capital
paid
up
at
the
commencement of the winding up, the excess shall be commencement of the winding up, the excess shall be
distributed
pari
passu
amongst
such
members
in		 distributed
pari
passu
amongst
such
members
in
proportion to the amount paid up on the shares held by proportion to the amount paid up on the shares held by
them respectively and (ii) if the Company shall be wound them respectively and (ii) if the Company shall be wound
up and the assets available for distribution amongst the up and the assets available for distribution amongst the
Members as such shall be insufficient to repay the whole
of the paid-up capital such assets shall be distributed so		 ~~members ~~Members as such shall be insufficient to repay
the whole of the paid-up capital such assets shall be
that, as nearly as may be, the losses shall be borne by the distributed so that, as nearly as may be, the losses shall
Members in proportion to the capital paid up, or which be borne by the Members in proportion to the capital paid
ought to have been paid up, at the commencement of the up, or which ought to have been paid up, at the
winding up on the shares held by them respectively. commencement of the winding up on the shares held by
them respectively.
(2) ... (2) ...
(3) In the event of winding-up of the Company in Hong (3) ~~In the event of winding-up of the Company in Hong~~
Kong, every Member of the Company who is not for the ~~Kong, every Member of the Company who is not for the~~
time being in Hong Kong shall be bound, within 14 days ~~time being in Hong Kong shall be bound, within 14 days~~
after the passing of an effective resolution to wind up the ~~after the passing of an effective resolution to wind up the~~
Company voluntarily, or the making of an order for the ~~Company voluntarily, or the making of an order for the~~
winding-up of the Company, to serve notice in writing on ~~winding-up of the Company, to serve notice in writing on~~
the Company appointing some person resident in Hong ~~the Company appointing some person resident in Hong~~
Kong and stating that person’s full name, address and ~~Kong and stating that person’s full name, address and~~
occupation upon whom all summonses, notices, process, ~~occupation upon whom all summonses, notices, process,~~
orders and judgements in relation to or under the ~~orders and judgements in relation to or under the~~
winding-up of the Company may be served, and in default ~~winding-up of the Company may be served, and in default~~
of such nomination the liquidator of the Company shall be ~~of such nomination the liquidator of the Company shall be~~
at liberty on behalf of such Member to appoint some such ~~at liberty on behalf of such Member to appoint some such~~
person, and service upon any such appointee, whether ~~person, and service upon any such appointee, whether~~
appointed by the Member or the liquidator, shall be ~~appointed by the Member or the liquidator, shall be~~
deemed to be good personal service on such Member for ~~deemed to be good personal service on such Member for~~
all purposes, and, where the liquidator makes any such ~~all purposes, and, where the liquidator makes any such~~
appointment, he shall with all convenient speed give ~~appointment, he shall with all convenient speed give~~
notice thereof to such Member by advertisement as he ~~notice thereof to such Member by advertisement as he~~
shall deem appropriate or by a registered letter sent ~~shall deem appropriate or by a registered letter sent~~
through the post and addressed to such Member at his ~~through the post and addressed to such Member at his~~
address as appearing in the register, and such notice shall ~~address as appearing in the register, and such notice shall~~
be deemed to be service on the day following that on ~~be deemed to be service on the day following that on~~
which the advertisement first appears or the letter is ~~which the advertisement first appears or the letter is~~
posted. ~~posted.~~

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COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Original Article Amended Article Basis for the Basis for the
**Article ** No. Article Article No.
Article		 Amendments
167(1) The Directors, Secretary and other officers and every 164(1)
The Directors, Secretary and other officers and every		 To clarify the scope of
Auditor for the time being of the Company and the
liquidator or trustees (if any) for the time being acting in		 Auditor ~~for the time being ~~of the Company at any time,
whether at present or in the past, and the liquidator or		 indemnity
relation to any of the affairs of the Company and
everyone of them, and everyone of their heirs, executors		 trustees (if any) ~~for the time being ~~acting or who have
acted in relation to any of the affairs of the Company and
and administrators, shall be indemnified and secured everyone of them, and everyone of their heirs, executors
harmless out of the assets and profits of the Company and administrators, shall be indemnified and secured
from and against all actions, costs, charges, losses, harmless out of the assets and profits of the Company
damages and expenses which they or any of them, their or from and against all actions, costs, charges, losses,
any of their heirs, executors or administrators, shall or damages and expenses which they or any of them, their or
may incur or sustain by or by reason of any act done, any of their heirs, executors or administrators, shall or
concurred in or omitted in or about the execution of their may incur or sustain by or by reason of any act done,
duty, or supposed duty, in their respective offices or concurred in or omitted in or about the execution of their
trusts; and none of them shall be answerable for the acts, duty, or supposed duty, in their respective offices or
receipts, neglects or defaults of the other or others of trusts; and none of them shall be answerable for the acts,
them or for joining in any receipts for the sake of receipts, neglects or defaults of the other or others of
conformity, or for any bankers or other persons with them or for joining in any receipts for the sake of
whom any moneys or effects belonging to the Company conformity, or for any bankers or other persons with
shall or may be lodged or deposited for safe custody, or whom any moneys or effects belonging to the Company
for insufficiency or deficiency of any security upon which shall or may be lodged or deposited for safe custody, or
any moneys of or belonging to the Company shall be for insufficiency or deficiency of any security upon which
placed out on or invested, or for any other loss, any moneys of or belonging to the Company shall be
misfortune or damage which may happen in the execution placed out on or invested, or for any other loss,
of their respective offices or trusts, or in relation thereto; misfortune or damage which may happen in the execution
PROVIDED THAT this indemnity shall not extend to any of their respective offices or trusts, or in relation thereto;
matter in respect of any fraud or dishonesty which may PROVIDED THAT this indemnity shall not extend to any
attach to any of said persons. matter in respect of any fraud or dishonesty which may
attach to any of said persons.
N/A N/A 165 FINANCIAL YEAR To amend in
Unless
otherwise
determined
by
the
Directors,
the		 accordance with
financial year end of the Company shall be 31 of Companies Act
December in each year. requirement
168 No Member shall be entitled to require discovery of or 167 No Member shall be entitled to require discovery of or To ensure consistency
any information respecting any detail of the Company’s any information respecting any detail of the Company’s of expression in
trading or any matter which is or may be in the nature of trading or any matter which is or may be in the nature of articles
a trade secret or secret process which may relate to the a trade secret or secret process which may relate to the
conduct of the business of the Company and which in the conduct of the business of the Company and which in the
opinion of the Directors it will be inexpedient in the opinion of the Directors it will be inexpedient in the
interests of the members of the Company to communicate
to the public.		 interests of the ~~members of the Company ~~Members to
communicate to the public.

II. Housekeeping Amendments

The Proposed Amendments also include other housekeeping amendments including but not limited to changing the word “Law” wherever they may appear to the word “Act”, changing the word “notice” to “Notice” as defined whenever appropriate, and renumbering the Articles.

– 62 –

NOTICE OF AGM

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Fufeng Group Limited 阜豐集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Fufeng Group Limited (the “ Company ”) will be held on Friday, 27 May 2022 at 9:30 a.m. at Orchid Room, Level 4, Marco Polo Hongkong Hotel, No. 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong for the following purposes:

  1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Directors ”) and of the auditor of the Company for the year ended 31 December 2021;

  2. to consider and approve a final dividend of HK11.7 cents per share of the Company for the year ended 31 December 2021;

  3. to re-elect Directors and to authorise the board of Directors (the “ Board ”) to fix their remuneration;

  4. to re-appoint the retiring auditor, PricewaterhouseCoopers as auditor of the Company, and to authorise the Board to fix its remuneration;

  5. as special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

  6. (A) “ THAT :

    • (a) subject to paragraph (c) of this resolution, the Board be and is hereby granted an unconditional general mandate to exercise during the Relevant Period (as defined in paragraph (d) of this resolution) all powers of the Company to allot, issue and deal with additional shares of the Company (the “ Shares ”) or securities convertible or exchangeable into Shares, and to make or grant offers, agreements, options, warrants or similar rights in respect thereof;

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NOTICE OF AGM

  • (b) the mandate referred to in paragraph (a) above shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such power after the end of the Relevant Period;

  • (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted or issued or dealt with (whether pursuant to options or otherwise) by the Board pursuant to the mandate referred to in paragraph (a) above, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined);

  • (ii) the exercise of the subscription rights under options granted under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible persons of Shares or rights to subscribe for Shares;

  • (iii) any scrip dividend or similar arrangement providing for the allotment and issue of Shares or other securities of the Company in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or

  • (iv) any issue of Shares pursuant to the exercise of rights of subscription or conversion 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 Shares,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval in paragraph (a) shall be limited accordingly;

  • (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution 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 any applicable law or the articles of association of the Company to be held; or

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

whichever is the earliest;

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NOTICE OF AGM

“ Rights Issue ” means an offer of Shares, or an offer of warrants, options or other securities of the Company giving rights to subscribe for Shares, open for a period fixed by the Board to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Board 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).”

(B) “ THAT :

  • (a) subject to paragraph (b) of this resolution, the exercise by the Board of all powers of the Company during the Relevant Period (as defined in paragraph (c) of this resolution) to repurchase Shares be and is hereby generally and unconditionally approved;

  • (b) the aggregate nominal amount of Shares which may be repurchased by the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

  • (c) for the purpose of this resolution:

  • “ Relevant Period ” means the period from the passing of this resolution 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 any applicable law or the articles of association of the Company to be held; or

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

whichever is the earliest.”

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NOTICE OF AGM

(C) “ THAT :

conditional upon the passing of resolutions Nos. 5(A) and 5(B) set out in this notice, of which this resolution forms part, the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Board pursuant to and in accordance with the mandate granted under resolution No. 5(A) be and is hereby increased and extended by the addition thereto of the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the mandate granted under resolution No. 5(B), provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

SPECIAL RESOLUTION

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

“ THAT :

  • (a) the proposed amendments (the “ Proposed Amendments ”) to the articles of association of the Company, the details of which are set forth in Appendix III to the circular of the Company dated 22 April 2022 (the “ Circular ”), be and are hereby approved;

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

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

By Order of the Board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 22 April 2022

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NOTICE OF AGM

Registered office:

Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Suite 1204B–7A, 12/F Tower 3, China Hong Kong City 33 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Notes:

  1. The register of members of the Company will be closed from Tuesday, 24 May 2022 to Friday, 27 May 2022 (both dates inclusive), during which period no transfer of shares will be registered. In order to determine the identity of members who are entitled to attend and vote at the annual general meeting to be held on Friday, 27 May 2022, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch register in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 23 May 2022.

The register of members of the Company will be closed from Wednesday, 8 June 2022 to Friday, 10 June 2022 (both dates inclusive), during which no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch registrar in Hong Kong. Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 7 June 2022.

  1. Any member of the Company entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or, if he holds two or more Shares, more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

  2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person.

  3. If two or more persons are joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the joint holding.

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NOTICE OF AGM

  1. To safeguard the health and safety of the Shareholders, staff and stakeholders from the risk of infection of COVID-19, the following precautionary and control measures will be implemented at the AGM, without limitation:

  2. (i) the Company will take the following precautionary measures to safeguard the health and well-being of Shareholders (or their proxies) who are attending the AGM in person, including temperature screening, requiring all participants to wear surgical face mask, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the physical AGM, no food or beverages will be served at the venue and no souvenirs would be distributed. The Company may also deny any person who refuses to co-operate with the above precautionary measure or is detected to have a fever (i.e. over 37.3 C) or exhibiting flu-like symptoms from entering the meeting venue to the extent permissible under the applicable laws and regulations;

  3. (ii) the number of attendees will be limited to the minimum number of persons present as is legally required to form a quorate meeting by Directors or other staff members who are Shareholders or proxies. Shareholders attend the AGM in person will be arranged on first-come-first-served basis. For so long as the reduced gathering restrictions are in place, he or she may not be legally allowed to attend the AGM in person. As such, all Shareholders are strongly encouraged to appoint the chairman of the AGM as their proxy by completing and signing the accompanying proxy form in accordance with the instructions printed thereon and returning it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for the annual general meeting of the Company; and

  4. (iii) a live webcast of the AGM through Tricor e-Meeting System at the designated website will be arranged for Shareholders to view and participate in the AGM. Shareholders that intend to participate in the AGM via the Tricor e-Meeting System can visit the designated website and enter the login credentials which has been posted to Shareholders together with the AGM notice, Circular and Proxy Form to attend the AGM online.

All resolutions at the AGM will be decided on a poll. Shareholders will not be able to vote online on the resolutions to be tabled for approval at the AGM and their presence at the live webcast will not be counted as quorum or attendance at the AGM. However, shareholders will still be able to vote by doing so in advance of the AGM by proxy in accordance with the instructions stated in the proxy stated therein. Shareholders who wish to vote on any resolution at the AGM should appoint the chairman of the AGM as his/her/its proxy to exercise the right to vote at the AGM in accordance with as his/her/its instructions. If Shareholders appoint a person who is not the chairman of the AGM as his/her/its proxy, that person may not be permitted entry to the meeting venue and may not be able to exercise his/her/its vote for so long as the reduced gathering restrictions are in place.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. Shareholders are advised to check the latest announcements published by the Company for future updates on the AGM arrangements.

If you have any queries on the above, please contact the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, via their hotline at (852) 2975 0928 from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays).

  1. If Typhoon Signal No. 8 or above, or “extreme conditions” caused by super typhoons, or a “black” rainstorm warning is in effect any time after 6:30 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the website of Company at http://www.fufeng-group.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

– 68 –

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