Galaxy Entertainment Group Limited - Proxy Solicitation & Information Statement 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in NEW WORLD DEVELOPMENT COMPANY LIMITED (新世界發展有限公司) , you should at once hand this document and the accompanying proxy form to the purchaser or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser.

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

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

PROPOSALS INVOLVING GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES MANDATE TO GRANT OPTIONS RE-ELECTION OF RETIRING DIRECTORS AND ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of New World Development Company Limited (新世界發展有限公司) (the “Company”) to be held at Meeting Room N101 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 18 November 2015, at 12:15 p.m. is set out on pages 53 to 57 of this document. Whether or not you are able to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude shareholders from attending and voting at the annual general meeting if they so wish.

19 October 2015

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN
Introduction . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Buy Back Shares . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Mandate to Grant Options . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of the Retiring Directors . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Adoption of New Articles of Association .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Action to Be Taken . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Way of Poll . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .		10
APPENDIX II – DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION	. . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX III – CHANGES INTRODUCED BY THE NEW ARTICLES
OF ASSOCIATION	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF ANNUAL GENERAL MEETING	. . . . . . . . . . . . . . . . . . . . . . . . . . . .	53

DEFINITIONS

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

“Annual General Meeting”
the annual general meeting of the Company to be held at Meeting Room N101 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 18 November 2015 at 12:15 p.m., notice of which is set out on pages 53 to 57 of this document
“Articles of Association”
the articles of association of the Company as altered from time to time
“Board”
the board of Directors of the Company
“Buy-back Proposal”
the proposal to give a general mandate to the Directors to exercise the powers of the Company to buy back during the period as set out in the Buy-back Resolution Shares up to a maximum of 10% of the issued Shares of the Company as at the date of the Buy-back Resolution
“Buy-back Resolution”
the proposed ordinary resolution as referred to in resolution no.5 of the notice of the Annual General Meeting
“Companies Ordinance”
the new Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
“Company”
New World Development Company Limited (新世界發展有限公司), a company incorporated in Hong Kong with limited liability under the Companies Ordinance, the Shares of which are listed on the Stock Exchange
“Directors”
directors of the Company
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of The People’s Republic of China

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DEFINITIONS

“Latest Practicable Date”
9 October 2015, being the latest practicable date prior to the printing of this document
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“New Articles of Association” the new articles of association of the Company proposed to be adopted at the Annual General Meeting
“Predecessor Companies Ordinance”
Companies Ordinance, Chapter 32 of the Laws of Hong Kong, which was in force immediately prior to 3 March 2014
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”
share(s) of the Company
“Share Buy-back Rules”
the relevant rules set out in the Listing Rules to regulate the buy-back by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange
“Share Option Scheme”
the share option scheme adopted by the Company on 24 November 2006 and amended on 13 March 2012
“Shareholder(s)”
holder(s) of Shares
“Statutory Changes”
has the meaning as defined in the section titled “Adoption of New Articles of Association” in the Letter from the Chairman
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Takeovers Code” Code on Takeovers and Mergers

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LETTER FROM THE CHAIRMAN

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(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

Directors:

Executive Directors: Dr. CHENG Kar-Shun, Henry, GBS (Chairman) Dr. CHENG Chi-Kong, Adrian (Executive Vice-chairman and Joint General Manager) Mr. CHEN Guanzhan (Joint General Manager) Ms. KI Man-Fung, Leonie, SBS JP Mr. CHENG Chi-Heng Ms. CHENG Chi-Man, Sonia Mr. AU Tak-Cheong

Registered Office:

30th Floor, New World Tower, 18 Queen’s Road Central, Hong Kong.

Non-executive Directors:

Mr. DOO Wai-Hoi, William, JP (Non-executive Vice-chairman) Mr. CHENG Kar-Shing, Peter

Independent Non-executive Directors: Mr. YEUNG Ping-Leung, Howard Mr. CHA Mou-Sing, Payson, JP (alternate director to Mr. Cha Mou-Sing, Payson: Mr. CHA Mou-Zing, Victor) Mr. HO Hau-Hay, Hamilton Mr. LEE Luen-Wai, John, BBS JP

Mr. LIANG Cheung-Biu, Thomas

19 October 2015

To the shareholders and, for information purposes only, the holders of the outstanding share options of the Company

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES MANDATE TO GRANT OPTIONS RE-ELECTION OF RETIRING DIRECTORS AND ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this document is to provide you with information, and to seek your approval for the proposals involving general mandates to allot, issue and deal with Shares

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LETTER FROM THE CHAIRMAN

and to buy back Shares, mandate to grant options under the Share Option Scheme, re-election of retiring Directors and the adoption of the New Articles of Association at the Annual General Meeting.

2. GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 19 November 2014, a general mandate was given to the Directors to exercise the powers of the Company to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Buy-back Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Buy-back Rules to provide the requisite information of the Buy-back Proposal is set out in Appendix I hereto.

3. GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting an ordinary resolution granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued Shares of the Company at the date of the resolution.

The Company is committed to balancing the potential need for capital while ensuring that Shareholders are not subject to excessive dilution. As a step in towards this objective, unlike last year, taking into consideration of the potential excessive dilution effect, the Board has decided not to propose the extension of the mandate to issue Shares by the addition thereto the Shares bought back under the Buy-back Proposal at the Annual General Meeting. While the above mandate provides the Company the requisite flexibility to raise additional capital if needed, the decision to not extend the mandate to issue Shares will significantly reduce potential for dilution for existing Shareholders.

4. MANDATE TO GRANT OPTIONS

The Company has a Share Option Scheme which was approved by the Shareholders on 24 November 2006 and amended on 13 March 2012 under which the Directors may grant to any participants of the Share Option Scheme options to subscribe for Shares, subject to the terms and conditions stipulated therein. As at the Latest Practicable Date, the total number of options available for grant under the Share Option Scheme was 165,595,477, representing rights to subscribe for 165,595,477 Shares, amounting to approximately 1.8% of the total number of issued Shares as at the Latest Practicable Date.

Under section 140 of the new Companies Ordinance, the directors of a company must not, without shareholders’ prior approval in general meeting, allot new shares or grant rights to subscribe for, or to convert any security into shares of the company. At the annual general meeting of the Company held on 19 November 2014, an unconditional mandate was given to the Directors to grant share options under the Share Option Scheme. As such mandate will expire on conclusion of the Annual General Meeting, an ordinary resolution will also be proposed at the Annual General Meeting to grant to the Directors an unconditional mandate to grant share options under the Share Option Scheme.

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LETTER FROM THE CHAIRMAN

5. RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 103(A) of the Articles of Association, Dr. CHENG Kar-Shun, Henry, Mr. CHEN Guanzhan, Ms. CHENG Chi-Man, Sonia, Mr. YEUNG Ping-Leung, Howard and Mr. CHA Mou-Sing, Payson shall retire from office and being eligible, offer themselves for re-election at the Annual General Meeting.

As the two retiring Independent Non-executive Directors, Mr. YEUNG Ping-Leung, Howard and Mr. CHA Mou-Sing, Payson, each has served more than 9 years, their re-election will be subject to a separate resolution to be approved by the Shareholders. As Independent Non-executive Directors with in-depth understanding of the Company’s operations and business, they have expressed objective views and given independent guidance to the Company over the years, and they continue demonstrating a firm commitment to their role. The Board considers that the long service of Mr. YEUNG Ping-Leung, Howard and Mr. CHA Mou-Sing, Payson would not affect their exercise of independent judgment and is satisfied that they have the required character, integrity and experience to continue fulfilling the role of Independent Non-executive Directors.

Each of Mr. YEUNG Ping-Leung, Howard and Mr. CHA Mou-Sing, Payson has provided an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board also considers the re-election of Mr. YEUNG Ping-Leung, Howard and Mr. CHA Mou-Sing, Payson as Independent Non-executive Directors is in the best interest of the Company and Shareholders as a whole.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

6. ADOPTION OF NEW ARTICLES OF ASSOCIATION

The following major statutory changes (collectively, the “Statutory Changes”) which came into operation on 3 March 2014 when the Companies Ordinance came into effect may have impact on the provisions contained in the Articles of Association:

(a) the Companies Ordinance has replaced the Predecessor Companies Ordinance, and the major changes include, inter alia , abolishing the par value for shares, abolishing the memorandum of association and regarding conditions in the memorandum of association of existing companies as provisions of the articles of association, removing the power to issue warrants to bearer, removing the power to convert shares into stock, requiring the company to give reasons for declining to register a transfer of shares upon request, reducing the threshold for demanding a poll, making the keeping and use of a common seal optional and deeming consent from members to receive corporate communications via the company’s website; and
(b) the Predecessor Companies Ordinance has been retitled as Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) which retains the provisions dealing with company winding-up and insolvency, disqualification of directors as well as prospectus related matters.

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LETTER FROM THE CHAIRMAN

In order to bring the Articles of Association in line with the Statutory Changes, the Board proposes to make amendments to the existing Articles of Association including, inter alia , the following:

inserting provisions in the former memorandum of association of the Company (the “Memorandum”) regarding company name and member’s limited liabilities into the Articles of Association (those provisions in the Memorandum having been statutorily regarded as provisions of the Articles of Association pursuant to section 98 of the Companies Ordinance);
not having objects clause provisions in the New Articles of Association but giving the Company the capacity, rights, powers and privileges of a natural person of full age;
amending the definition of “Companies Ordinance” in the existing Articles of Association to make reference to the current Companies Ordinance and where appropriate, to make references to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong);
deleting, adding or modifying certain definitions as appropriate;
amending the provisions relating to various ways to alter the Company’s capital in light of the abolishment of the par value for shares;
deleting references relating to “memorandum”, “nominal value”, “nominal amount of the shares”, “premium”, “share premium account” and “capital redemption reserve” or similar wordings in the existing Articles of Association and where applicable, replacing references to nominal value of shares with total voting rights;
broadening the disclosure of interest by Directors to include the disclosure of interests of the Directors’ “connected entity” (within the meaning given under section 486 of the Companies Ordinance);
requiring the Board to give the reasons for declining to register a share transfer if requested by the transferor or transferee;
removing the Company’s power to convert any paid up shares into stock (or vice versa);
reducing the threshold for demanding a poll such that Shareholders holding at least 5% (instead of one-tenth) of the total voting rights of all the Shareholders having the right to vote at the meeting can demand a poll;
allowing any document signed by any two Directors or any one Director and the secretary of the Company and expressed to be executed by the Company to have the effect as if such document had been executed under the Company’s common seal; and
removing the Company’s power to issue warrants to bearer.

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LETTER FROM THE CHAIRMAN

Under the Companies Ordinance, the minimum notice period for convening a general meeting (other than an annual general meeting) for passing special resolution(s) has been shortened from 21 days to 14 days. As the Board considers that it is beneficial to Shareholders to retain the longer notice period of 21 days so that Shareholders would have sufficient time to consider matters requiring approval by way of special resolution, the Board has decided not to adopt such shortened notice period and to retain the provision under Article 67 of the existing Articles of Association in respect of the notice period for convening general meetings. Accordingly, the notice period for convening an annual general meeting and a meeting called for the passing of a special resolution remains to be 21 days.

The Board also proposes to make certain housekeeping amendments to the existing Articles of Association at the same time for the purpose of bringing the Articles of Association in line with the Listing Rules and improving on the drafting and to correct typographical errors, including the following:

Under Article 27 of the existing Articles of Association, the notice of the person appointed to receive payment of calls in respect of any monies unpaid on the shares and of the times and the places appointed for payment may be advertised by inserting the notice in the Hong Kong Government Gazette and also publishing the same in an English language newspaper and in a Chinese language newspaper or by such means or manner as may be accepted by the Stock Exchange. To improve on drafting and also allow for administration efficiency, the Board proposes to amend Article 27 to allow such notices to be given by inserting the same in newspaper or any other form of advertisement if required by applicable laws, rules or regulations or determined by the Board to be appropriate.
Articles 106 and 109 of the existing Articles of Association provide that any Director appointed by the Company to either fill a casual vacancy or as an addition to the Board or as replacement of a Director being removed shall hold office only until the next annual general meeting and shall then be eligible for re-election. However, the provision under the Listing Rules requiring directors appointed to fill a casual vacancy or as additional director to retire at the following general meeting or annual general meeting only applies to appointments made by the Board. Since Articles 106 and 109 refer to appointments made by the Company, the Board proposes to delete the references in these two articles regarding Directors’ retirement at the following annual general meeting in order to bring the Articles of Association in line with the Listing Rules.

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LETTER FROM THE CHAIRMAN

In view of the amount of amendments proposed to be made to the existing Articles of Association, the Board proposes that the New Articles of Association with all proposed amendments to the existing Articles of Association incorporated be adopted to replace the existing Articles of Association. Please refer to Appendix III of this circular for further particulars relating to the changes to the existing Articles of Association brought about by the adoption of the New Articles of Association. A copy of the New Articles of Association showing all changes made to the existing Articles of Association will be available for inspection during normal business hours on any weekday (except public holidays) at the registered office of the Company in Hong Kong at 30th Floor, New World Tower, 18 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the Annual General Meeting and at the Annual General Meeting.

The proposed adoption of the New Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting.

7. ANNUAL GENERAL MEETING

Set out on pages 53 to 57 of this document is the notice convening the Annual General Meeting to be held at Meeting Room N101 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 18 November 2015 at 12:15 p.m..

At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary businesses to be considered at the Annual General Meeting, including the re-election of Directors, and special businesses to be considered at the Annual General Meeting, being the ordinary resolutions proposed to approve the general mandates to buy back Shares and to issue new Shares, the mandate to grant options under the Share Option Scheme and the special resolution to approve the adoption of the New Articles of Association.

8. ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herewith. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the Company’s share registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of a proxy form will not prevent Shareholders from attending and voting at the Annual General Meeting if they so wish.

9. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE CHAIRMAN

10. RECOMMENDATION

The Directors believe that the Buy-back Proposal, the proposed general mandate for Directors to issue new Shares, the proposed mandate to grant options under the Share Option Scheme, the proposed re-election of the retiring Directors and the adoption of the New Articles of Association are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of New World Development Company Limited (新世界發展有限公司) Dr. CHENG Kar-Shun, Henry Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the Buy-back Proposal.

This appendix also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

1. ISSUED SHARES

As at the Latest Practicable Date, the issued Shares of the Company comprised 8,996,994,952 Shares.

Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Resolution to buy back a maximum of 899,699,495 Shares representing not more than 10% of the issued Shares of the Company at the Latest Practicable Date.

2. REASONS FOR BUY-BACK

The Directors believe that the Buy-back Proposal is in the best interests of the Company and its Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and its Shareholders.

3. FUNDING OF BUY-BACK

In buy-back of any Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the payment in respect of a Share buy-back may be made out of the distributable profits of the Company and/or proceeds of a new issue of Shares made for the purpose of the buy-back.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30 June 2015 in the event that the power to buy back Shares pursuant to the Buy-back Proposal was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the power to buy-back Shares pursuant to the Buy-back Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date are as follows:


	Highest	Lowest
	HK$	HK$
October 2014	9.78	8.79
November 2014	9.80	9.11
December 2014	9.30	8.66
January 2015	9.41	8.83
February 2015	9.45	9.11
March 2015	9.28	8.67
April 2015	10.50	8.93
May 2015	11.00	10.24
June 2015	10.60	9.74
July 2015	10.48	8.52
August 2015	9.40	7.41
September 2015	8.20	7.30
October 2015 (up to the Latest
Practicable Date)	8.13	7.58

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Resolution and in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Proposal if such is approved by the Shareholders.

No other core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Buy-back Proposal is approved by the Shareholders.

6. TAKEOVERS CODE

If on the exercise of the power to buy back Shares pursuant to the Buy-back Proposal, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the

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APPENDIX I

EXPLANATORY STATEMENT

Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited, indirectly through its subsidiaries, is deemed to have interest in 3,905,968,388 Shares representing approximately 43.41% of the issued Shares of the Company. In the event the Directors exercised in full the power to buy back Shares pursuant to the Buy-back Proposal, then (if the present shareholding remains the same) the deemed interest of each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited would be increased to approximately 48.24% of the issued Shares of the Company.

In the event that the Buy-back Proposal is exercised in full, an obligation to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Code may arise. The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Proposal to such an extent as to result in takeover obligations. In the event that the Buy-back Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Cheng Kar-Shun, Henry GBS

Aged 68, was appointed as Director in October 1972, Executive Director in 1973, became Managing Director from 1989 and Chairman from March 2012. Dr. Cheng is a member of the Remuneration Committee and the chairman of the Nomination Committee and Executive Committee of the Board. Dr. Cheng is the chairman and managing director of New World China Land Limited, the chairman and executive director of NWS Holdings Limited, Chow Tai Fook Jewellery Group Limited and International Entertainment Corporation, the chairman and non-executive director of New World Department Store China Limited and Newton Resources Ltd, an independent non-executive director of HKR International Limited and Hang Seng Bank Limited, and a non-executive director of SJM Holdings Limited, all of them are listed public companies in Hong Kong. He was a non-executive director of Lifestyle International Holdings Limited, a listed public company in Hong Kong, up to his retirement on 4 May 2015. Dr. Cheng is also the chairman of New World Hotels (Holdings) Limited and a director of certain subsidiaries of the Group. Except as disclosed, Dr. Cheng did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group. Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation and a Standing Committee Member of the Twelfth Chinese People’s Political Consultative Conference of The People’s Republic of China. In 2001, Dr. Cheng was awarded the Gold Bauhinia Star by the Government of the Hong Kong Special Administrative Region.

Dr. Cheng entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2015, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director’s fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market condition. For the financial year ended 30 June 2015, his emoluments comprise Director’s fee of HK$450,000 from the Company and other emoluments of HK$44,894,900 from the Group.

Dr. Cheng is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited, all of them are substantial shareholders of the Company. He is the father of Dr. Cheng Chi-Kong, Adrian and Ms. Cheng Chi-Man, Sonia, the brother-in-law of Mr. Doo Wai-Hoi, William, the brother of Mr. Cheng Kar-Shing, Peter and the uncle of Mr. Cheng Chi-Heng. Except as disclosed, Dr. Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Dr. Cheng has family interest in 600,000 Shares and personal interest in 10,664,813 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Dr. Cheng is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chen Guanzhan

Aged 56, was appointed as an Executive Director and Joint General Manager in March 2012. Mr. Chen joined the Company as general manager in January 2011. He is a member of the Executive Committee of the Board. He also acts as director of New World Group Charity Foundation Limited and certain subsidiaries of the Group. Except as disclosed, Mr. Chen did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

Mr. Chen holds a Bachelor of Science Degree from Sun Yat-Sen University in Guangzhou and a Master of Science Degree in Environmental Chemical Engineering from South China University of Technology in Guangzhou. He had also been a visiting scholar to the California State University, Northridge in the U.S.A., where he studied Public Administration. Mr. Chen had previously taught at South China University of Technology, and held certificates as university lecturer, senior engineer, and held offices in various departments of the Guangzhou Municipal People’s Government. Mr. Chen has extensive experience in administration management, corporate management and capital management with a strong academic and practical foundation.

Mr. Chen entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2015, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director’s fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market condition. For the financial year ended 30 June 2015, his emoluments comprise Director’s fee of HK$300,000 from the Company and other emoluments of HK$5,970,000 from the Group.

Mr. Chen does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Chen has personal interest in 3,732,683 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chen is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

Ms. Cheng Chi-Man, Sonia

Aged 34, was appointed as an Executive Director in March 2012. Ms. Cheng is a member of the Executive Committee of the Board. She is currently the chief executive officer of Rosewood Hotel Group and oversees the hotel division as well as the project management division of the Group. She is also an executive director of New World China Land Limited, a listed public company in Hong Kong, and a director of certain subsidiaries of the Group. Except as disclosed, Ms. Cheng did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Before joining the Group in 2008, Ms. Cheng worked in a major international investment bank and a global US private equity firm specialising in real estate investments. Ms. Cheng holds a Bachelor of Arts Degree with a concentration in Applied Mathematics from Harvard University in the U.S.A.. Ms. Cheng is chairman of the advisory committee of the School of Hotel and Tourism Management at The Chinese University of Hong Kong and member of the advisory committee of the School of Hotel & Tourism Management Industry at The Hong Kong Polytechnic University. She is a member of the Y. Elites Association, the Young Presidents’ Organization, the Hong Kong United Youth Association and the Eleventh Guizhou Municipal Committee of The Chinese People’s Political Consultative Conference.

Ms. Cheng entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2015, subject to retirement by rotation in accordance with the Articles of Association. Her emoluments comprise a Director’s fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market condition. For the financial year ended 30 June 2015, her emoluments comprise Director’s fee of HK$300,000 from the Company and other emoluments of HK$10,554,600 from the Group.

Ms. Cheng is the daughter of Dr. Cheng Kar-Shun, Henry, the sister of Dr. Cheng Chi-Kong, Adrian, the niece of Mr. Doo Wai-Hoi, William and Mr. Cheng Kar-Shing, Peter, and the cousin of Mr. Cheng Chi-Heng. Except as disclosed, Ms. Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Cheng has personal interest in 3,199,441 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Cheng is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with her re-election.

Mr. Yeung Ping-Leung, Howard

Aged 58, was appointed as Director in November 1985. Mr. Yeung is a member of the Audit Committee and the Remuneration Committee of the Board. He is also the chairman of King Fook Holdings Limited and an independent non-executive director of Miramar Hotel and Investment Company, Limited, both being listed public companies in Hong Kong. Except as disclosed, Mr. Yeung did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

Mr. Yeung entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2015, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director’s fee to be reviewed and determined by the Board annually with the authorisation granted by the

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market condition. For the financial year ended 30 June 2015, his emoluments comprise Director’s fee of HK$380,000 from the Company.

Mr. Yeung does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Yeung has personal interest in 533,238 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Yeung is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

Mr. Cha Mou-Sing, Payson JP

Aged 73, was appointed as a Director in April 1989. Mr. Cha is the chairman of the Audit Committee and a member of the Remuneration Committee of the Board. Mr. Cha is also the chairman of HKR International Limited and the non-executive chairman of Hanison Construction Holdings Limited, both of them are listed public companies in Hong Kong. He is also an independent non-executive director of Eagle Asset Management (CP) Limited – Manager of Champion Real Estate Investment Trust which is listed on The Stock Exchange of Hong Kong Limited, the chairman of Mingly Corporation and an independent non-executive director of Hong Kong International Theme Parks Limited. Except as disclosed, Mr. Cha did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

Mr. Cha entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2015, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director’s fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market condition. For the financial year ended 30 June 2015, his emoluments comprise Director’s fee of HK$380,000 from the Company.

Mr. Cha does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Cha has personal interest in 533,238 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Cha is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

The following are the changes to the existing Articles of Association introduced by the New Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the New Articles of Association.

Article No. Provisions in the New Articles of Association (showing changes to the existing Articles of Association)

Immediately ~~Table A~~ Preliminary preceding Article 1A

1A The name of the Company is “ NEW WORLD DEVELOPMENT ” COMPANY LIMITED (新世界發展有限公司) .

1B The Company has the capacity, rights, powers and privileges of a natural person of full age and, in addition and without limit, the Company may do any act that it is permitted or required to do by these Articles or any ordinance or rule of law, and has power to acquire, hold and dispose of land.

1C The liability of the members is limited.

1D Upon any increase of capital, the Company is to be at liberty to issue any new shares either in Hong Kong Dollars or in any other currency or partly in one currency and partly in another and with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to any shares having preferential, deferred, qualified or special rights, privileges or conditions attached thereto, may be altered or dealt with in accordance with these Articles, but not otherwise.

1E The ~~regulations contained in Table A~~ model articles set out in ~~the First~~ Schedule 1 to the Companies (Model Articles) Notice (Chapter 622H of the Laws of Hong Kong) Ordinance shall not apply to the Company.

2 “the Companies Ordinance” or “the Ordinance” shall mean the Companies Ordinance (Chapter ~~32~~ 622 of the ~~l~~ Laws of Hong Kong) and any amendments thereto or re-enactment thereof for the time being in force and includes every other ordinance incorporated therewith or substituted therefor and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance;

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

“share(s)” shall mean share(s) ~~in the capital~~ of the Company ~~and includes stock except where a distinction between stock and shares is expressed or implied~~ ;

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

“the Board” shall mean the board of Directors from time to time ~~of the Company~~ or (as the context may require) the majority of Directors present and voting at a meeting of the Directors;

“Director(s)” shall mean the director(s) of the Company;

“Auditor(s)” shall mean the person(s) for the time being performing the duties of that office;

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

“associate” shall have the meaning ascribed to it under the Listing Rules and “associates” shall be construed accordingly;

“newspaper” shall mean a newspaper published ~~daily~~ and circulating generally in Hong Kong and specified in the list of newspapers issued ~~and published in the Gazette for the purposes of Section 71A of the Companies Ordinance by the Chief Secretary for Administration~~ ;

~~“entitled person” shall mean an “entitled person” as defined under the Companies Ordinance;~~

“ ~~relevant financial~~ reporting documents” shall mean the “ ~~relevant financial~~ reporting documents” as defined under the Companies Ordinance;

“clearing house” shall mean a recogni ~~z~~ sed clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

“close associate” shall have the meaning ascribed to it under the Listing Rules;

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

“connected entity” shall have the meaning given by Section 486 of the Companies Ordinance and “connected entities” shall be construed accordingly;

“%” shall mean per cent.;

The Board may issue warrants to subscribe for any class of shares or securities of the Company on such terms as it may from time to time determine. ~~Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the~~

~~Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such new warrant.~~

5 (B)

All or any of the special rights (unless otherwise provided for by the terms of issue) attached to the shares or any class of the shares (if the capital is divided into different classes of shares) may, subject to the provisions of ~~Section 64 of~~ the Companies Ordinance, be varied or abrogated either with the consent in writing of the holders ~~of not less~~

~~than three-fourths in nominal value~~ representing at least 75% of the total voting rights of holders of the ~~issued~~ shares or ~~issued~~ the shares of that class (if the capital is divided into different classes of shares) or with the sanction of a special resolution passed at a general meeting of the holders of the shares or at a separate general meeting of the holders of the shares of that class (if the capital is divided into different classes of shares). To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third in nominal value of the ~~issued~~ total voting rights of holders of shares of that class, and at an adjourned meeting one person holding shares of that class or his proxy, and that any holder of shares of the class present in person or by proxy may demand a poll.

Immediately Shares ~~and Increase of Capital~~ preceding Article 6

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

6 The Company may exercise any powers conferred on the Company or permitted by or not prohibited by or not inconsistent with the Ordinance or any other applicable ordinance, statute, act or law from time to time to ~~acquire~~ buy back shares in the Company or to give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company and should ~~be~~ the Company ~~acquire~~ buy back its own shares neither the Company nor the Board shall be required to select the shares to be ~~acquired~~ bought back ratably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that in case where the primary listing of any share capital of the Company is on the Stock Exchange, any such ~~acquisition~~ buy-back or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by the Stock Exchange or the Securities and Futures Commission of Hong Kong or any other relevant regulatory authorities from time to time.

Deleted. ~~The Company in general meeting may from time to time, whether or not all the shares for the time being authorised shall have been issued and whether or not all the shares for the time being issued shall have been fully paid up, by ordinary resolution increase its share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.~~

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

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

Subject to the provisions of the Companies Ordinance ~~(and in particular Section 57B thereof)~~ and of these Articles relating to new shares, all unissued shares in the Company shall be at the disposal of the Board, which may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as the Board shall in its absolute discretion think fit ~~, but so that no shares shall be issued at a discount, except in accordance with the provisions of the Companies Ordinance~~ .

12 The Company may in connection with the issue of any shares exercise all powers of paying commission conferred or permitted by the Companies Ordinance ~~at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies Ordinance shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued~~ .

17 Every certificate for shares or warrants or debentures or representing any other form of securities of the Company shall be issued under the seal of the Company, which for this purpose may be any official seal as permitted by Section ~~73A~~ 126 of the Ordinance or to be executed under signature of appropriate officials with statutory authority or, subject to compliance with the Listing Rules and the Companies Ordinance, in such other manner as the Board may decide.

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

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

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

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

20 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding the maximum amount prescribed from time to time by the Stock Exchange and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. As regards the loss of share certificate(s), compliance shall be made in accordance with sections 162 to 169 of the Companies Ordinance with respect to replacement certificate(s).

24 The Board may from time to time make such calls as it may think fit upon the members in respect of any monies unpaid on the shares held by them respectively ~~(whether on account of the nominal value of shares or by way of premiums)~~ and not by the conditions of allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments.

27 In addition to the giving of notice in accordance with Article 26, notice of the person appointed to receive payment of every call and of the times and places appointed for payment may if required by any applicable laws, rules or regulations, or determined by the Board to be appropriate, be given to the members by notice to be inserted in newspaper or any other form of advertisement ~~once in The Hongkong Government Gazette and published once at least in English in an English language newspaper and in Chinese in a Chinese language newspaper or by any means and in such manner as may be accepted by the Stock Exchange~~ .

32 If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest for the same at such rate not exceeding 20% ~~twenty per cent.~~ per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part.

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

35 Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date ~~, whether on account of the nominal value of the share and/or by way of premium,~~ shall for all purposes of these Articles be deemed to be a call duly made, notified, and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified. The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.

36 The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding 20% ~~twenty per cent.~~ per annum as the Board may decide provided that not until a call is made any payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the shares or the due portion of the shares upon which payment has been advanced by such member before it is called up. The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

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

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

The Board may, in its absolute discretion, ~~and without assigning any reason,~~ refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register any transfer of any share to more than four joint holders or any transfer of any share (not being a fully paid up share) on which the Company has a lien.

42 If the Board shall refuse to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal. If the Board declines to register a transfer, the transferee or transferor may request a statement of the reasons for the refusal. If such request is made, the Board shall, within 28 days after receiving the request,

(i) send the person who made the request a statement of the reasons; or

(ii) register the transfer.

Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued with a fee not exceeding the maximum amount prescribed from time to time by the Stock Exchange to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him with a fee not exceeding the maximum amount prescribed from time to time by the Stock Exchange. ~~The Company shall also retain the transfer.~~

The registration of transfers may, on giving notice in accordance with the Listing Rules or by advertisement in a newspaper, be suspended and the register closed at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares, provided always that such registration shall not be suspended or the register closed for more than thirty days in any year or, with the approval of the Company in general meeting, sixty days in any year.

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

53 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 20% ~~twenty per c~~ e ~~nt.~~ per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, ~~whether on account of the nominal value of the share or by way of premium,~~ shall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

58 The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal ~~value of the share or by way of premium,~~ as if the same had been payable by virtue of a call duly made and notified.

Immediately preceding Article 59

Stock

Deleted. ~~The Company may by ordinary resolution convert any fully paid up shares into stock, and may from time to time by like resolution reconvert any stock into fully paid up shares of any denomination. After the passing of any resolution converting all the fully paid up shares of any class into stock any shares of that class which subsequently become fully paid up and rank pari passu in all other respects with such shares shall, by virture of this Article and such resolution, be converted into stock transferable in the same units as the shares already converted.~~

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

Deleted. ~~The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.~~

Deleted. ~~The holders of stock shall, according to the amount of the stock~~

~~held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings and other matters, as if they held the shares from which the stock arose, but no such rights, privileges or advantages (except participation in the dividends and profits and in the assets on winding up of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such rights, privileges or advantages.~~

Deleted. ~~Such of the provisions of these presents as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.~~

(A) ~~The Company may from time to time by ordinary resolution~~ Subject to the provisions of the Companies Ordinance, the Company may from time to time alter its share capital in any one or more of the ways set out below:– (i) increase its share capital by allotting and issuing new shares;
(ii) increase its share capital without allotting and issuing new shares, if the funds or other assets for the increase are provided by the members of the Company;
(iii) capitalise its profits, with or without allotting and issuing new shares;
(iv) allot and issue bonus shares with or without increasing its share capital;

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

~~(i)~~ (v) convert all or any of its shares into a larger or smaller number of shares; ~~consolidate or divide all or any of its share capital into shares of larger or smaller amount than its existing shares; on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;~~

( ~~ii~~ vi) cancel ~~any~~ shares ~~which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled~~ that: ~~;~~
(a) at the date the resolution for cancellation is passed, have not been taken or agreed to be taken by any person; or
(b) have been forfeited.

~~and~~

(iii) sub-divide its shares or any of them into shares of smaller

~~amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Ordinance, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares.~~

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

(B) On any consolidation of fully paid shares, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit.
( ~~B~~ C) Subject to the provisions of the Companies Ordinance, t ~~T~~ he Company may by special resolution reduce its share capital ~~, any capital redemption reserve fund or any share premium account in any manner authorised and subject to any conditions prescribed by law.~~

64 Subject to the provisions of the Companies Ordinance, t ~~T~~ he Company shall, in respect of each of its financial year, hold a general meeting as its annual general meeting in addition to any other meeting ~~in that year~~ and shall specify the meeting as such in the notice calling it ~~; and not more than fifteen months or such longer period as the Registrar of~~

~~Companies may in any particular case authorise in writing shall elapse between the date of one annual general meeting of the Company and that of the next~~ . The annual general meeting shall be held at such time and place(s) as the Board shall appoint.

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67 An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by at least fourteen days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place (and if the meeting is to be held in two or more places, the principal place of the meeting and the other place or places of the meeting), the day and the hour of meeting and ~~, in case of special business,~~ the general nature of ~~that~~ the business to be dealt with, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company and also to the Auditors, provided that subject to the provisions of the Companies Ordinance, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:–

(i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
(ii) in the case of any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together ~~holding not less than ninety-five per cent. in nominal value of the shares giving that right~~ representing at least 95% of the total voting rights at the meeting of all the members.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning dividends, considering and adopting of the ~~accounts and balance sheet~~ annual financial statements and the reports of the Directors and Auditors and other documents required to be annexed to the ~~balance sheet~~ annual financial statements, the election of Directors and appointment of Auditors in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.

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72 The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the Vice-chairman or Deputy Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or Vice-chairman or Deputy Chairman, or, if at any general meeting neither of such Chairman or Vice-chairman or Deputy Chairman is present within fifteen minutes after the time appointed for holding such meeting, or ~~both~~ all such persons decline to take the chair at such meeting, the members present shall choose another Director as Chairman, and if no Director be present or if all the Directors present decline to take the chair or if the Chairman chosen shall retire from the chair, then the members present shall choose one of their own number to be Chairman.

73 The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days’ notice, specifying the place(s), the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

74 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:–

(i) by the Chairman of the meeting; or
(ii) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or
(iii) by any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing not less than ~~one-tenth~~ 5% of the total voting rights of all the members having the right to vote at the meeting. ~~; or~~

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

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

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a ~~representative~~ duly authorised representative ~~under Section 115 of the Companies Ordinance~~ shall have one vote. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. ~~, and o~~ On a poll every member present in person or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and to speak and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

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87 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be (i) deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company or, (ii) if an electronic address is specified by the Company, in the notice of meeting or in the instrument of proxy issued by the Company, specifically for the purpose of receiving such instruments and the aforesaid authorities and documents for that meeting, sent or transmitted by electronic means to such electronic address subject to any conditions or limitations imposed by the Company, in each case not less than forty-eight hours before the time for holding the meeting or adjourned meeting ~~or poll (as the case may be)~~ at which the person named in such instrument proposes to vote or, in the case of a poll taken more than forty-eight hours after it was demanded, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. In calculating the periods mentioned above, no account is to be taken of any part of a day that is a public holiday. No instrument appointing a proxy shall be valid after expiration of twelve months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

101 (A) (iv) if he ceases to be a Director or becomes prohibited from being a Director by reason of any order made under any provision of the Companies Ordinance or any ordinance or any rule of law;

102 (E) Subject to paragraph (H) of this Article, w ~~W~~ here arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) ~~and except (in the case of an office or place of profit with any such other company as aforesaid) where the other company is a company in which the Director together with any of his associates own 5 per cent. or more (as defined in paragraph (I) of this Article)~~ .

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102 (G) If a ~~A~~ Director or his connected entity, who to ~~his~~ the Director ’s knowledge (whether he being aware or ought reasonably to be aware) is in anyway, whether directly or indirectly, interested in a transaction, contract or arrangement or a proposed transaction, contract or arrangement with the Company, the Director shall declare the nature and extent of ~~his~~ such interest at the meeting of the Board at which the question of entering into the transaction, contract or arrangement is first taken into consideration, if he knows ~~his~~ such interest then exists, or in any other case at the first meeting of the Board after he knows that he or his connected entity is or has become so interested. For this purpose, a general notice to the Board by a Director to the effect that:–

(i) he is a member, director, executive, officer, employee or otherwise of a specified company or firm and is to be regarded as interested in any transaction, contract or arrangement which may after the effective date of the notice be made with that company or firm; or
(ii) he is connected with a person specified in the notice and is to be regarded as interested in any transaction, contract or arrangement which may after the effective date of the notice be made with ~~a~~ the specified person ~~who is connected with him~~ ,

shall be deemed to be a sufficient declaration of interest in relation to any such transaction, contract or arrangement; provided that such notice must state the nature and extent of the Director ’s interest in the specified body corporate or firm or the nature of the Director ’s connection with the specified person and no such notice shall be effective unless either it is given at a meeting of the Board or in writing and sent to the Company (in which case such notice will take effect on the twenty-first day after the day on which it is sent to the Company) and the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

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102 (H)

A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any transaction, contract, arrangement or proposal in which he or to his knowledge any of his close associate(s) has a material interest, and if he shall do so his vote shall not be counted nor shall he be counted in the quorum present at the meeting, but this prohibition shall not apply to any of the following matters namely:

(i) the giving of any security or indemnity either to the Director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of his close associate(s) ~~them~~ at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) any proposal concerning any other company in which the Director ~~or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5 per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;~~

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(v ~~i~~ ) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates ~~both~~ to the Director ~~s~~ , his close associate(s) and employees of the Company or any of its subsidiaries and does not give the Director or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(vi ~~i~~ ) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit.

The references to “close associate” in this paragraph (H) shall be changed to “associate” where the transaction or arrangement is a connected transaction under Chapter 14A of the Listing Rules.

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

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Deleted	~~WhihihDitd/hiit~~	~~WhihihDitd/hiit~~
	.~~ere a company n wc a recor anor s assocae(s)~~ ~~ittf5titillittdi~~
~~h~~
~~as an neres o per cen. or more s maeray nerese n a~~ ~~ttiththtDitd/hiithlllb~~
~~ransacon, en a recor anor s assocae(s) sa aso e~~ ~~deemed materially interested in such transaction.~~ If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the~~c~~Chairman of the meeting) and/or his~~associate(s) ~~close associate(s) or associate(s) (as the case may be) or as to the entitlement of any Director (other than such ~~c~~Chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the ~~c~~Chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his ~~associate(s) ~~close associate(s) or associate(s) (as the case may be) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the ~~c~~Chairman of the meeting, such question shall be decided by a resolution of the Board (for which purpose such ~~c~~Chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such ~~c~~Chairman as known to such ~~c~~Chairman has not been fairly disclosed to the Board. Subject to the provisions of the Companies Ordinance, t~~T~~he Company may by ordinary resolution ratify any transaction not duly authorised by reason of a contravention of this Article provided that no Director who is or whose ~~associate(s) ~~close associate(s) or associate(s) (as the case may be) is/are materially interested in such transaction together with any of his close associate(s) or associate(s) (as the case may be)
		together
		may be)
shall vote upon such ordinary resolution in respect of any shares in the Company in which he/they is/are interested. The Company may from time to time in general meeting by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board. ~~Any Director so appointed shall hold~~ ~~ffiltilthtfllilltifth~~
~~oce ony un e nex oowng annua genera meeng o e~~ ~~Company and shall then be eligible for re-election.~~ The Company shall keep in accordance with the Ordinance a register containing the ~~names and addresses and occupations~~particulars of its Directors as required by the Companies Ordinance and shall from time to time notify to the Registrar of Companies any change that takes place in such Directors as required by the Companies Ordinance.

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109 The Company may by ordinary resolution remove any Director (including a Managing Director or other Executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract of service between him and the Company) and may elect another person in his stead. Any person so elected shall hold office only until the next following annual general ~~meeting of the Company and shall then be eligible for re-election~~ be treated, for the purpose of determining the time at which he or any other Director is to retire, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or reappointed a Director.

120 (B) Subject to the provisions of the Companies Ordinance and w ~~Wi~~ thout prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Board shall have the following powers:–

(i) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at ~~par or at such premium~~ such consideration as may be agreed; and
(ii) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

124

The Board may from time to time elect or otherwise appoint a Director to be Chairman or Vice-chairman or Deputy Chairman and determine the period for which each of them is to hold office. The Chairman or, in his absence, the Vice-chairman or Deputy Chairman shall preside at meetings of the Board, but if no such Chairman or Vice-chairman or Deputy Chairman be elected or appointed, or if at any meeting the Chairman or Vice-chairman or Deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting.

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139 (B)

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

139 (C) Subject to the Companies Ordinance, a document signed by any two of the Directors, or any of the Directors and the Secretary and expressed (in whatever words) to be executed by the Company has effect as if the document had been executed under the Company’s common seal.

144 (A) Subject to the Companies Ordinance, t ~~T~~ he Company in general meeting may, upon the recommendation of the Board, resolve to capitalise any part of the Company’s reserves or undivided profits not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other ~~; provided that for the purpose of this Article, any amount standing to the credit of share premium account and a capital redemption reserve fund may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares~~ .

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144 (B)

Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may determine that cash payments shall be made to any members in respect of fractional entitlements or that fractions of such value (as the Board may determine) may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned. ~~The provisions of the Companies Ordinance in relation to~~

~~the filing of contracts for allotment shall be observed and the Board may appoint any person to sign on behalf of the persons entitled to share in a capitalisation issue and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in~~ respect of the sum so capitalised.

145

Deleted. (A) If, so long as any of the rights attached to any warrants ~~issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions applicable under the terms and conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:–~~

(i) as from the date of such act or transaction the Company shall ~~establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Right Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up in full such difference in respect of such additional shares as and when the same are allotted;~~

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(ii) the Subscription Right Reserve shall not be used for any purpose ~~other than that specified above unless all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;~~

(iii) upon the exercise of all or any of the subscription rights ~~represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:–~~

(a) the said amount in cash which the holder of such warrant is ~~required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and~~
(b) the nominal amount of shares in respect of which such ~~subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par,~~

~~and immediately upon such exercise so much of the sum standing to the credit of the Subscription Right Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholder; and~~

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~~(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share~~

~~premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the~~

~~Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.~~

(B) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the ~~relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (A) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.~~
(C) A certificate or report by the Auditors for the time being of the ~~Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.~~

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147 (A) The Board may from time to time pay to the members such interim dividends as appear to the Board to be justified by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares ~~in the capital~~ of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential right.

149 Whenever the Board or the Company in general meeting have resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, with or without offering any rights to shareholders to elect to receive such dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. ~~Where requisite, a contract shall be filed in accordance with the provisions of the Companies Ordinance and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.~~

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150 (A)

Whenever the Board or the Company in general meeting have resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:–

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

(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s distributable reserves ~~accounts (including any special account, share premium account and capital redemption~~ reserve fund (if there be any such reserve)) as the Board may determine, ~~a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same~~ such sum as may be required in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares on such basis.

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CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

or (ii)

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

(a) the basis of any such allotment shall be determined by the Board;
(b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s distributable reserves ~~accounts (including any special account, share premium account and capital redemption reserve fund (if there be any such reserve))~~ as the Board may determine, ~~a sum equal to the aggregate nominal amount of the shares to be allotted on such basis and apply the same~~ such sum as may be required in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares on such basis.

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CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

150 (D)

The Company may upon the recommendation of the Board ~~by special resolution~~ resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

167 (A) The Board shall from time to time in accordance with the Companies Ordinance caused to be prepared and laid before the Company at its annual general meeting the ~~relevant financial~~ reporting documents.

167 (B) Subject to paragraph (C) of this Article, the Company shall in accordance with the statutes and other applicable laws, rules and regulations, deliver or send to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of general meetings of the Company under the provisions of the statutes or of these presents a copy of the ~~relevant financial~~ reporting documents of the Company or a copy of the summary financial report in place of a copy of the ~~relevant financial~~ reporting documents from which the report is derived, not less than twenty-one days before the date of the general meeting of the Company concerned (or such other time as is permitted under the statutes and other applicable laws, rules and regulations) ~~P~~ provided that this Article shall not require a copy of these documents to be sent to more than one of the joint holders of any shares or debentures of the Company ~~or to any member of, or any holder of debentures,~~ who is not entitled to receive notices of general meetings of the Company ~~and of~~ or to any member of, or any holder of debentures of, the Company whose address is unknown to the Company ~~is unaware~~ , but any member or holder of debentures of the Company to whom a copy of these documents has not been sent, shall be entitled to receive a copy of these documents free of charge on application at the registered office of the Company.

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CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

167 (C)

171

Where any ~~entitled person~~ member has, in accordance with the statutes and other applicable laws, rules and regulations, agreed or is deemed to have agreed to his having access to the relevant financial reporting documents and/or the summary financial report of the Company on the Company’s ~~computer network~~ website as mentioned in Article 172( ~~e~~ d) or, to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an “assenting person”), the publication or making available by the Company, in accordance with the statutes and other applicable laws, rules and regulations, on the Company’s ~~computer network~~ website referred to above of the ~~relevant financial~~ reporting documents and/or the summary financial report throughout the period beginning not less than twenty-one days before the date of the general meeting of the Company concerned and ending on such date in accordance with the statutes and other applicable laws, rules and regulations (or such other period or time as is permitted under the statutes and other applicable laws, rules and regulations) or in such other manner, shall be treated as having sent a copy of the ~~relevant financial~~ reporting documents or a copy of the summary financial report to an assenting person in satisfaction of the Company’s obligations under paragraph (B) of this Article.

Every member, holder ~~oro~~ f debentures of the Company and any other person who is entitled to receive notices of general meetings of the Company under the provisions of the statutes or of these presents, shall register with the Company an address either in Hong Kong or elsewhere to which notices can be sent and if any member shall fail so to do, notice may be given to such member by sending the same in any of the manners hereafter mentioned to his last known place of business or residence, or if there be none, by posting the same for one day at the registered office of the Company or by posting the same on the website of the Company or any other electronic means. ~~In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.~~ Subject to the Listing Rules and unless these Articles otherwise provide,

(i) all notices, documents or other information directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to any one of the joint holders in respect of such share, and such notices, documents or information so given shall be deemed to have been given to all the holders of such share; and

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CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

(ii) anything to be agreed or specified by the members shall, with respect to any share to which persons are jointly entitled, be deemed to have been agreed or specified by all the holders of such share if any one of the joint holders in respect of such share has so agreed or specified (except for transfer of the share).

172 Any notice or document (including any “corporate communication” as defined in the Listing Rules and any amendments thereto for the time being in force), whether or not to be given or issued under the statutes, other applicable laws, rules and regulations or these presents from the Company, may be served or delivered by the Company upon any member of, and any holder of debentures of, the Company and to any other person who is entitled to receive notices of general meeting of the Company under the provisions of the statutes and of these presents in the following manner:

(a) in hard copy form either (i) personally or (ii) by hand to, or by sending it through the post (if sent to an address outside Hong Kong, by airmail or any equivalent service that is no slower) in a prepaid envelope or wrapper addressed to, the member ’s address as shown in the register;
(b) by sending it through the post in a prepaid envelope or wrapper ~~addressed to such person at his registered place of address;~~
( ~~c~~ b) by advertisement in English in at least one English language newspaper and in Chinese in at least one Chinese newspaper ~~being in each case a newspaper published daily and circulating generally in Hong Kong and specified or permitted for this purpose by the statutes and other applicable laws, rules and regulations~~ , and for such period as the Board shall think fit to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations;
(d) by sending or transmitting it as an electronic communication to ~~such person at any telex or facsimile, number or electronic number or electronic address or computer network or website supplied by him to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations;~~
(c) in electronic form:
(i) personally; or

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

(ii) by hand to, or by sending it through the post (if sent to an address outside Hong Kong, by airmail or an equivalent service that is no slower) in a prepaid envelope or wrapper addressed to, the member ’s address as shown in the register; or
(iii) by sending or transmitting it as an electronic communication to the member at any telex or facsimile transmission number or electronic number or electronic address supplied by such member to the Company for the giving of notice or document from the Company to him

to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;

(d ~~e~~ ) by publishing it on the Company’s ~~computer network~~ website and giving to ~~such person~~ the member a notice in accordance with the statutes, other applicable laws, rules and regulations stating that the notice or other document is available there (a “notice of publication”) to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations. The notice of publication may be given to such ~~person~~ member by any of the means set out in paragraphs (a) to (d) or (f), (b), (c)(iii) or (e) of this Article; or
( ~~f~~ e) by sending or otherwise making available to such ~~person~~ member through such means to the extent permitted by, and in accordance with, the statutes and other applicable laws, rules and regulations.

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

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

173 Any notice or other document (including any “corporate communication” referred to in Article 172) given or issued by or on behalf of the Company:–

(a) if served or delivered in person, shall be deemed to have been served or delivered at the time of personal service or delivery, and in proving such service or delivery, a certificate in writing signed by the Secretary (or other officer of the Company or such other person appointed by the Board) that the notice or document was so served or delivered shall be conclusive evidence thereof;
(b) if served or delivered by post, shall be deemed to have been served or delivered on the second business day following that on which the envelope or wrapper containing the same is posted, and in proving such service or deliver, it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into the post. A certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) that the envelope or wrapper containing the notice or other document was so prepaid, addressed and put into the post shall be conclusive evidence thereof;
(c) if sent or transmitted as an electronic communication in accordance with Article 172(c ~~d~~ )(iii) or through such means in accordance with Article 172( ~~f~~ e), shall be deemed to have been served or delivered at the expiration of 24 hours after ~~time of~~ the relevant despatch or transmission. A notice or document published in the Company’s ~~computer network~~ website in accordance with Article 172(d ~~e~~ ), shall be deemed to have been served or delivered ~~on the day following that on which a~~ after the expiration of 24 hours after the later of (1) the time when the member receives or is deemed to have received the notice of publication ~~is sent to the entitled person~~ and (2) the time when the notice or document is first made available on the Company’s website. In calculating a period of hours mentioned in this paragraph, any part of a day that is not a business day is to be disregarded. In proving such service or delivery ~~pursuant to Article 173(c)~~ , a certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) as to the fact that time of such service, delivery, despatch, transmission or publication shall be conclusive evidence provided that no notification that the electronic communication has not reached its recipient has been received by the sender, except that any failure in transmission beyond the sender’s control shall not invalidate the effectiveness of the notice or document being served; and

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

(d) if served by advertisement in newspaper in accordance with Article 172( ~~c~~ b), shall be deemed to have been served on the day on which such notice or document is first published.

For the purpose of this article, “business day” has the meaning given by Section 821 of the Companies Ordinance.

181 If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the sanction of a special resolution and any other sanction required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

183 (A) Subject to the provisions of the Companies Ordinance and so far as may be permitted by the Companies Ordinance, e ~~E~~ very Director or other officer and every Auditor ~~s~~ of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities ( ~~including any such~~ except for any liability in relation to the Auditor as ~~is~~ mentioned in Section ~~165(2)~~ 415 of the Companies Ordinance and any liability in relation to a Director as mentioned in Section 469(2) of the Companies Ordinance) which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director or other officer or Auditor ~~s~~ shall be liable for any loss, damages or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto, provided that this Article shall only have effect in so far as its provisions are not avoided by the Companies Ordinance.

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APPENDIX III

CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

183 (B)

Subject to ~~Section 165~~ the provisions of the Companies Ordinance, if any Director or other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.

184 Subject to the provisions of the Companies Ordinance, t ~~T~~ he Company shall have power to purchase and maintain for any Director or other officer, or Auditor ~~s~~ of the Company:

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

For the purpose of this Article 184, “related company” means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

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CHANGES INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

The subscriber WE, the several persons whose names, addresses and descriptions are table hereto subscribed, are desirous of being formed into a Company in immediately pursuance of this Memorandum of Association and we respectively after Article agree to take the number of shares in the capital of the Company set 184 opposite to our respective names:

==> picture [613 x 274] intentionally omitted <==

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

Number of
Names, Addresses and Shares taken by
Description of Subscribers each Subscriber
HO LING (何 ) One Share
23, D’aguilar Street,
3rd Floor,
Hong Kong.
Merchant.
CHOW KWAI CHEUNG One Share
Flat ‘B’, 16th Floor,
Lido Apartments
King’s Road,
Hong Kong.
Merchant.
Total Number of Shares Taken Two Shares
----- End of picture text -----

Dated the 22nd day of May, 1970. WITNESS to the above signatures:

H.C. WATT

7th Fl., Hang Seng Bank Bldg., Hong Kong.

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

– 52 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [181 x 52] intentionally omitted <==

==> picture [50 x 51] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of New World Development Company Limited (新世界發展有限公司) (the “Company”) will be held at Meeting Room N101 (Expo Drive Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 18 November 2015 at 12:15 p.m. for the following purposes:

To consider and adopt the audited Financial Statements and the Reports of the Directors and the Independent Auditor for the year ended 30 June 2015.
To declare a final dividend.
To re-elect Directors and authorise the Board of Directors to fix their remuneration, including:
(a) to re-elect Dr. Cheng Kar-Shun, Henry as Director;
(b) to re-elect Mr. Chen Guanzhan as Director;
(c) to re-elect Ms. Cheng Chi-Man, Sonia as Director;
(d) to re-elect Mr. Yeung Ping-Leung, Howard as Director;
(e) to re-elect Mr. Cha Mou-Sing, Payson as Director; and
(f) to authorise the Board of Directors to fix the remuneration of the Directors.
To re-appoint Messrs. PricewaterhouseCoopers as Auditor and authorise the Board of Directors to fix their remuneration.
As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or any other

– 53 –

NOTICE OF ANNUAL GENERAL MEETING

stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in connection with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of shares of the Company which the Directors of the Company is authorised to buy back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
(c) for the purposes of this resolution,

“Relevant Period” means the period from the passing of this resolution until whichever is 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 law to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

(a) subject to paragraph (c) below and pursuant to Sections 140 and 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures

– 54 –

NOTICE OF ANNUAL GENERAL MEETING

convertible into shares of the Company) which would or might require the exercise of such power to issue shares of the Company be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power to issue shares of the Company after the end of the Relevant Period;
(c) the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue, (ii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) an issue of shares upon conversion by the bondholders of their bonds into shares of the Company in accordance with the terms and conditions of an issue of convertible guaranteed bonds by the Company or a special purpose subsidiary wholly owned by the Company, shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued and allotted under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
(d) for the purpose of this resolution,

“Relevant Period” means the period from the passing of this resolution until whichever is 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 law to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register 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 Directors of the Company 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 outside Hong Kong applicable to the Company).”

As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

(a) subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the terms and conditions of the share option scheme adopted by the shareholders of the Company on 24 November 2006 and amended on 13 March 2012 (the “Share Option Scheme”), a mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to grant options to subscribe for shares of the Company and/or to make or grant offers of options under the Share Option Scheme that would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme;
(b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to grant options and/or make offers of options under the Share Option Scheme which would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme after the end of the Relevant Period;
(c) for the purpose of this resolution,

“Relevant Period” means the period from the passing of this resolution until whichever is 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 law to be held; and

– 56 –

NOTICE OF ANNUAL GENERAL MEETING

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
As special business to consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT the new articles of association of the Company (the “New Articles of Association”), a copy of which has been produced to this meeting marked “A” and for identification purpose signed by the Chairman of the meeting, which, among other things, does not include any “objects” clauses, be and is hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close of this meeting and that the Directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles of Association.”

By Order of the Board Wong Man-Hoi Company Secretary

Hong Kong, 19 October 2015

Notes:

Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.
To be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).
The register of members of the Company will be closed from Wednesday, 11 November 2015 to Wednesday, 18 November 2015, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Annual General Meeting, all share transfers accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 10 November 2015.
As at the date of this notice, the Board of Directors of the Company comprises (a) seven executive directors, namely Dr. Cheng Kar-Shun, Henry, Dr. Cheng Chi-Kong, Adrian, Mr. Chen Guanzhan, Ms. Ki Man-Fung, Leonie, Mr. Cheng Chi-Heng, Ms. Cheng Chi-Man, Sonia and Mr. Au Tak-Cheong; (b) two non-executive directors, namely Mr. Doo Wai-Hoi, William and Mr. Cheng Kar-Shing, Peter; and (c) five independent non-executive directors, namely Mr. Yeung Ping-Leung, Howard, Mr. Cha Mou-Sing, Payson (alternate director to Mr. Cha Mou-Sing, Payson: Mr. Cha Mou-Zing, Victor), Mr. Ho Hau-Hay, Hamilton, Mr. Lee Luen-Wai, John and Mr. Liang Cheung-Biu, Thomas.

– 57 –

AI assistant

Galaxy Entertainment Group Limited — Proxy Solicitation & Information Statement 2015

48883_rns_2015-10-16_2ae30c81-093c-44b4-9754-f7acfa616913.pdf

PROPOSALS INVOLVING GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES MANDATE TO GRANT OPTIONS RE-ELECTION OF RETIRING DIRECTORS AND ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

PROPOSALS INVOLVING GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES MANDATE TO GRANT OPTIONS RE-ELECTION OF RETIRING DIRECTORS AND ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. GENERAL MANDATE TO BUY BACK SHARES

3. GENERAL MANDATE TO ISSUE SHARES

4. MANDATE TO GRANT OPTIONS

5. RE-ELECTION OF THE RETIRING DIRECTORS

6. ADOPTION OF NEW ARTICLES OF ASSOCIATION

7. ANNUAL GENERAL MEETING

8. ACTION TO BE TAKEN

9. VOTING BY WAY OF POLL

10. RECOMMENDATION

1. ISSUED SHARES

2. REASONS FOR BUY-BACK

3. FUNDING OF BUY-BACK

4. SHARE PRICES

5. UNDERTAKING

6. TAKEOVERS CODE

7. SHARE BUY-BACKS MADE BY THE COMPANY

Dr. Cheng Kar-Shun, Henry GBS

Mr. Chen Guanzhan

Ms. Cheng Chi-Man, Sonia

Mr. Yeung Ping-Leung, Howard

Mr. Cha Mou-Sing, Payson JP

5 (B)

(ii) register the transfer.

~~Stock~~

144 (B)

167 (C)

For the purpose of this article, “business day” has the meaning given by Section 821 of the Companies Ordinance.

(Stock Code: 0017)

ORDINARY RESOLUTION

“ THAT :

ORDINARY RESOLUTION

“ THAT :

ORDINARY RESOLUTION

“ THAT :

SPECIAL RESOLUTION

Hong Kong, 19 October 2015

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Galaxy Entertainment Group Limited Proxy Solicitation & Information Statement 2015

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