HKBN Ltd. - Governance Information 2020

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

HKBN LTD. 香港寬頻有限公司

(conditionally adopted by special resolution passed on 21 February 2015 and effective on the date on which the shares of the Company are listed on The Stock Exchange of Hong Kong Limited on 12 March 2015, and further revised and adopted by special resolution passed on 14 December 2020)

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF HKBN LTD. 香港寬頻有限公司

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HKBN LTD. 香港寬頻有限公司

1 The name of the Company is HKBN Ltd. 香港寬頻有限公司 .
2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other place in the Cayman Islands as the Board may from time to time decide.
3 The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:
(a) to carry on business as an investment company and as an investment holding company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or carrying on business, and shares, stock, debenture stock, bonds, obligations and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust, local authority or other public body, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the Company’s investments for the time being;
(b) to subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organise any company, joint venture, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient;

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(c) to exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit;
(d) to stand surety for or to guarantee, indemnify, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether or not the Company shall receive valuable consideration therefor;
(e) to carry on the business of promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations;
(f) to carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including the provision of any services;
(g) to purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of and deal with real and personal property and rights of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds; and
(h) to engage in or carry on any other lawful trade, business or enterprise which may at any time appear to the Directors capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors likely to be profitable to the Company.

In the interpretation of this Memorandum of Association in general and of this Clause 3 in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this Clause or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

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4 Except as prohibited or limited by the Companies Law (as amended), the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (as amended) and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate, irrespective of any question of corporate benefit, in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles of Association of the Company, and the power to do any of the following acts or things, viz: to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, debenture stock, loans, loan stock, loan notes, bonds, convertible bonds, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest monies of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company; to contract with persons for the provision of advice, the management and custody of the Company’s assets, the listing of the Company’s shares and its administration; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers, employees, past or present and their families; to purchase Directors and officers liability insurance; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.
5 The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
6 The share capital of the Company is HK$380,000 divided into 3,800,000,000 shares of a nominal or par value of HK$0.0001 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (as amended) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.
7 If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law (as amended) and, subject to the provisions of the Companies Law (as amended) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF HKBN LTD. 香港寬頻有限公司

Heading	Heading	Page Number
1	EXCLUSION OF TABLE A	1
2	INTERPRETATION	1
3	SHARE CAPITAL AND MODIFICATION OF RIGHTS	6
4	REGISTER OF MEMBERS AND SHARE CERTIFICATES	9
5	LIEN	11
6	CALLS ON SHARES	12
7	TRANSFER OF SHARES	14
8	TRANSMISSION OF SHARES	15
9	FORFEITURE OF SHARES	16
10	ALTERATION OF CAPITAL	18
11	BORROWING POWERS	18
12	GENERAL MEETINGS	19
13	PROCEEDINGS AT GENERAL MEETINGS	21
14	VOTES OF MEMBERS	26
15	REGISTERED OFFICE	29
16	BOARD OF DIRECTORS	29
17	MANAGING DIRECTORS	34
18	MANAGEMENT	35
19	MANAGERS	36
20	PROCEEDINGS OF DIRECTORS	36
21	SECRETARY	39
22	GENERAL MANAGEMENT AND USE OF THE SEAL	39
23	CAPITALISATION OF RESERVES	41
24	DIVIDENDS AND RESERVES	42
25	UNTRACEABLE MEMBERS	47
26	DOCUMENT DESTRUCTION	48
27	ANNUAL RETURNS AND FILINGS	49
28	ACCOUNTS	49
29	AUDIT	50
30	NOTICES	51
31	INFORMATION	53
32	WINDING UP	53
33	INDEMNITIES	54
34	FINANCIAL YEAR	54
35	AMENDMENT OF MEMORANDUM AND ARTICLES	55
36	TRANSFER BY WAY OF CONTINUATION	55
37	MERGERS AND CONSOLIDATIONS	55

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

HKBN LTD. 香港寬頻有限公司

further revised and adopted by special resolution passed on 14 December 2020)

1 Exclusion of Table A

The regulations contained in Table A in the First Schedule to the Companies Law shall not apply to the Company.

2 Interpretation

2.1 The marginal notes to these Articles shall not affect the interpretation hereof.
2.2 In these Articles, unless there be something in the subject or context inconsistent therewith:
“ Articles ”

shall mean these Articles of Association and all supplementary, amended or substituted Articles for the time being in force.

“ Auditors ”

shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company.

“ Board ” shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present.

“ business day ”

shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day.

“ capital ” shall mean the share capital from time to time of the Company.

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

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“ Close Associate ”

shall mean, in relation to any Director:

(i) his spouse and any of his or his spouse’s children or step-children, natural or adopted, under the age of 18 (together, the “ family interests ”);
(ii) the trustees, acting in their capacity as such trustees, of any trust of which he or any of his family interests is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object;
(iii) any company in the equity capital of which he, his family interests, and/or any of the trustees referred to in paragraph (ii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested (other than through their respective interests in the capital of the Company) so as to exercise or control the exercise of 30% (or any amount specified in the HK Code on Takeovers and Mergers as the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board and any subsidiary of this company; and
(iv) any other persons who would be deemed to be a “close associate” of the Director under the Listing Rules.
“ Companies Law ” shall mean the Companies Law (as amended), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.
“ Companies shall mean the Companies Ordinance (Cap. 622 of the Laws of Ordinance ” Hong Kong) as in force from time to time.
“ Company ” shall mean HKBN Ltd. 香港寬頻有限公司 .
“ Company’s Website ” shall mean the website of the Company, the address or domain name of which has been notified to members.
“ Director ” shall mean any director from time to time of the Company.
“ dividend ” shall include bonus dividends and distributions permitted by the Companies Law to be categorised as dividends.
“ document ” references to a “document” (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic

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signature or by electronic communication or by any other method and references to a “notice” or “document” include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

“ dollars ” and “ HK$ ” shall mean dollars legally current in Hong Kong.
“ electronic ”
shall have the meaning given to it in the Electronic Transactions Law.
“ electronic shall mean a communication sent, transmitted, conveyed or received by communication ” wire, by radio, by optical means, by electronic means or by other electron magnetic means in any form through any medium.
“ electronic facilities ”
references to “electronic facilities” include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).
“ electronic means ” shall include sending or otherwise making available to the intended recipients of an electronic communication.
“ Electronic Signature ” shall mean an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication.
“ Electronic shall mean the Electronic Transactions Law (as amended) of the Transactions Law ” Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.
“ Exchange ” shall mean The Stock Exchange of Hong Kong Limited.
“ HK Code on shall mean the Code on Takeovers and Mergers issued by the Securities Takeovers and and Futures Commission of Hong Kong as amended from time to time. Mergers ”
“ holding company ” shall have the meaning attributed to such term in the Companies Ordinance.
“ hybrid meeting ” shall mean a general meeting held and conducted by (i) physical attendance by members, the Chairman, the Board and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by members, the Chairman, the Board and/or proxies by means of electronic facilities.

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“ Listing Rules ”

shall mean the Rules Governing the Listing of Securities on the Exchange as amended from time to time.

“ meeting ”

a reference to a “meeting” shall mean a meeting convened and held in any manner permitted by these Articles and any member or Director (including, without limitation, the Chairman of such meeting) attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Companies Law and other applicable laws, rules and regulations and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly.

“ Meeting Location ”

shall have the meaning given to it in Article 13.2A.

“ members ”

shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.

“ Memorandum ”
shall mean the memorandum of association of the Company.
“ month ”

shall mean a calendar month.

“ ordinary resolution ”
shall mean a resolution passed by a simple majority of the votes of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting held in accordance with these Articles and includes an ordinary resolution passed pursuant to Article 13.11.
“ participation in a general meeting ”
references to a person’s participation in the business of a general meeting include, without limitation, and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to communicate, vote, be represented by a proxy and have access in hard copy or electronic means to all documents which are required by the Companies Law and other applicable laws, rules and regulations or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
“ physical meeting ” shall mean a general meeting held and conducted by physical attendance and participation by members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.
“ Principal Meeting Place ”
shall have the meaning given to it in Article 12.4.

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“ principal register ” shall mean the register of members of the Company maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“ published in the shall mean published as a paid advertisement in English in at least one newspapers ” English language newspaper and in Chinese in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong in accordance with the Listing Rules.
“ published on the shall mean published in English and Chinese on the Exchange’s website Exchange’s website ” in accordance with the Listing Rules.
“ recognised clearing
“ recognised clearing shall have the meaning ascribed thereto in Part I of Schedule 1 of the house ” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.
“ register ” shall mean the principal register and any branch registers.
“ rights issue ” shall mean an offer by way of rights to existing holders of securities of the Company which enables those holders to subscribe for securities in proportion to their existing holdings.
“ seal ” shall include the common seal of the Company, the securities seal or any duplicate seal adopted by the Company pursuant to Article 22.2.
“ Secretary ” shall mean the person appointed as company secretary by the Board from time to time.
“ share ” shall mean a share in the capital of the Company.
“ special resolution ” shall have the same meaning as ascribed thereto in the Companies Law and shall include a unanimous written resolution of all members: for this purpose, the requisite majority shall be not less than three-fourths of the votes of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
“ subsidiary ” shall have the meaning attributed to such term in the Companies Ordinance, but interpreting the term “subsidiary” in accordance with the definition of “subsidiary” under the Listing Rules.

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“ transfer office ”

shall mean the place where the principal register is situate for the time being.

“ writing ”

  - shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Companies Law and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the member’s election comply with the Companies Law and other applicable laws, rules and regulations.

2.3 Subject as aforesaid, any words defined in the Companies Law shall, if not inconsistent with the subject and/or context, bear the same meanings in these Articles.
2.4 Words importing either gender shall include the other gender and the neuter; words importing persons and the neuter shall include companies and corporations and vice versa; and words denoting the singular shall include the plural and words denoting the plural shall include the singular.
2.5 “ Writing ” or “ printing ” shall include writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference.
2.6 Sections 8 and 19 of the Electronic Transactions Law shall not apply.
3 Share Capital and Modification of Rights
Capital 3.1 The authorised share capital of the Company at the date of the adoption of these Articles is App 3 HK$380,000 divided into 3,800,000,000 shares of a nominal or par value of HK$0.0001 each. r.9
Issue of shares 3.2 Subject to the provisions of these Articles and to any direction that may be given by the Company App 3 in general meeting and without prejudice to any special rights conferred on the holders of any
r.6(1) existing shares or attaching to any class of shares, any share may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such consideration as the Board may determine. Subject to the Companies Law and to any special rights conferred on any members or attaching to any class of shares, any share may, with the sanction of a special resolution, be issued on terms that it is, or at the option of the Company or the holder thereof is, liable to be redeemed. No shares shall be issued to bearer.

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Issue of warrants 3.3 Subject to the Listing Rules, the Board may issue warrants to subscribe for any class of shares or App 3 other securities of the Company on such terms as it may from time to time determine. No warrants
r.2(2) shall be issued to bearer for so long as a recognised clearing house (in its capacity as such) is a member of the Company. 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.
How class rights 3.4 If at any time the share capital of the Company is divided into different classes of shares, all or may be modified any of the rights attached to any class of shares for the time being issued (unless otherwise
App 3 r.6(2) provided for in the terms of issue of the shares of that class) may, subject to the provisions of the App 13 Companies Law, be varied or abrogated with the consent in writing of the holders of not less than Part B three-fourths in nominal value of the issued shares of that class or with the sanction of a special
r.2(1) resolution passed at a separate meeting of the holders of shares of that class. To every such separate meeting all the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the quorum for the purposes of any such separate meeting and of any adjournment thereof shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class.
3.5 The special rights conferred upon the holders of shares of any class shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
Company may 3.6 Subject to the Companies Law, or any other law or so far as not prohibited by any law or the purchase and Listing Rules and subject to any rights conferred on the holders of any class of shares, the
finance the purchase of own Company shall have the power to purchase or otherwise acquire any of its own shares (which shares and expression as used in this Article includes redeemable shares) provided that the manner of warrants purchase has first been authorised by a resolution of the members, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefor in any manner authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.
3.7 The Board may accept the surrender for no consideration of any fully paid share.

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Power to 3.8 The Company in general meeting may, from time to time, whether or not all the shares for the time increase capital 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.
Redemption 3.9 Subject to the provisions of the Companies Law and the Memorandum, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holders are, liable to be redeemed on such terms and in such manner, including out of capital, as determined by a special resolution.
App 3 3.10 Where the Company purchases or redeems any of its shares, purchases or redemption not made r.8(1) & (2) through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all members alike.
Purchase or 3.11 The purchase or redemption of any share shall not be deemed to give rise to the purchase or redemption not redemption of any other share.
to give rise to other purchases or redemptions
Certificates to be 3.12 The holder of the shares being purchased, surrendered or redeemed shall be bound to deliver up to surrendered for the Company at its principal place of business in Hong Kong or such other place as the Board shall
cancellation specify the certificate(s) thereof, if any, for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.
Shares at the 3.13 Subject to the provisions of the Companies Law, the Memorandum and these Articles relating to disposal of the new shares, the unissued shares in the Company (whether forming part of its original or any
Board increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration, and upon such terms, as the Board shall determine.
Company may 3.14 The Company may, unless prohibited by law, at any time pay a commission to any person for pay commissions 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 Law shall be observed and complied with, and in each case the commission shall not exceed 10% of the price at which the shares are issued.
Company not to 3.15 Except as otherwise expressly provided by these Articles or as required by law or as ordered by a recognise trusts court of competent jurisdiction, no person shall be recognised by the Company as holding any
in respect of shares share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any shares or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

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4 Register of Members and Share Certificates

Share register 4.1 The Board shall cause to be kept at such place within or outside the Cayman Islands as it deems fit App 3 a principal register of the members and there shall be entered therein the particulars of the
r.1(1) members and the shares issued to each of them and other particulars required under the Companies Law.
4.2 If the Board considers it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside the Cayman Islands as the Board thinks fit. The principal register and the branch register(s) shall together be treated as the register for the purposes of these Articles.
4.3 The Board may, in its absolute discretion, at any time transfer any share on the principal register to any branch register or any share on any branch register to the principal register or any other branch register.
4.4 Notwithstanding anything contained in this Article 4, the Company shall as soon as practicable and on a regular basis record in the principal register all transfers of shares effected on any branch register and shall at all times maintain the principal register in such manner as to show at all times the members for the time being and the shares respectively held by them, in all respects in accordance with the Companies Law.
4.5 For so long as any shares are listed on the Exchange, title to such listed shares may be evidenced and transferred in accordance with the Listing Rules that are or shall be applicable to such listed shares. The register of members maintained by the Company in respect of such listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Companies Law in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Listing Rules that are or shall be applicable to such listed shares.
App 13 4.6 Except when a register is closed and, if applicable, subject to the additional provisions of Article Part B 4.8, the principal register and any branch register shall during business hours be kept open to the
r.3(2) inspection of any member without charge.
4.7 The reference to business hours in Article 4.6 is subject to such reasonable restrictions as the Company in general meeting may impose, but so that not less than two hours in each business day is to be allowed for inspections.
4.8 The register may, on 14 days’ notice (or on 6 business days’ notice in the case of a rights issue) being given by advertisement published on the Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers, be closed at such times and for such periods as the Board may from time to time determine, either generally or in respect of any class of shares, provided that the register shall not be closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). The

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Company shall, on demand, furnish any person seeking to inspect the register or part thereof which is closed by virtue of these Articles with a certificate under the hand of the Secretary stating the period for which, and by whose authority, it is closed. In the event that there is an alteration of book closure dates, the Company shall give at least 5 business days’ notice in accordance with the procedures set out in this Article.

App 13 Part B r.3(2)

4.9 Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose) be open to inspection by a member without charge and any other person on payment of such fee not exceeding HK$2.50 (or such higher amount as may from time to time be permitted under the Listing Rules) as the Board may determine for each inspection. Any member may require a copy of the register, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the day on which the request is received by the Company.
4.10 In lieu of, or apart from, closing the register pursuant to other provisions in these Articles, the Board may fix in advance a date as the record date for any such determination of members entitled to receive notice of, or to vote at any general meeting of the members or any adjournment thereof, or for the purpose of determining the members entitled to receive payment of any dividend or distribution, or in order to make a determination of members for any other purpose.

Share certificates

App 3 r.1(1)

4.11 Every person whose name is entered as a member in the register shall be entitled to receive, within any relevant time limit as prescribed in the Companies Law or as the Exchange may from time to time determine, whichever is shorter, and subject to payment of any fees which may be payable pursuant to Article 7.8, after allotment or lodgement of transfer, or within such other period as the conditions of issue shall provide, one certificate for all his shares of each class or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming an Exchange board lot, such numbers of certificates for shares in Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the register.
Share certificates 4.12 Every certificate for shares or debentures or representing any other form of security of the to be sealed Company shall be issued under the seal or a facsimile thereof or with the seal printed thereon,
App 3 r.2(1) which shall only be affixed with the authority of the Board. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

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Every certificate 4.13 Every share certificate shall specify the number and class of shares in respect of which it is issued to specify and the amount paid thereon or the fact that they are fully paid, as the case may be, and may
number and class of shares otherwise be in such form as the Board may from time to time prescribe.
Joint holders 4.14 The Company shall not be bound to register more than four persons as joint holders of any share. App 3 If any share shall stand in the names of two or more persons, the person first named in the register
r.1(3) 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.
Replacement of 4.15 If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if share certificates any, not exceeding such amount as may from time to time be permitted under the Listing Rules (or
App 3 r.1(1) such lesser sum as the Board may from time to time require) and on such terms and conditions, if any, as to publication of notices, evidence and indemnity, as the Board thinks fit and where it is defaced or worn out, after delivery up of the old certificate to the Company for cancellation.

5 Lien

Company’s lien 5.1 The Company shall have a first and paramount lien on every share (not being a fully paid up share) App 3 for all monies, whether presently payable or not, called or payable at a fixed time in respect of
r.1(2) such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member (whether solely or jointly with others) for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether such person is a member or not.
Lien extends to 5.2 The Company’s lien (if any) on a share shall extend to all dividends and bonuses declared in dividends and respect thereof. The Board may resolve that any share shall for some specified period be exempt
bonuses wholly or partially from the provisions of this Article.
Sale of shares 5.3 The Company may sell in such manner as the Board thinks fit any share on which the Company subject to lien has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person, of which the Company has notice, entitled to the shares by reason of such holder’s death, mental disorder or bankruptcy.

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Application of 5.4 The net proceeds of such sale by the Company after the payment of the costs of such sale shall be proceeds of such applied in or towards payment or satisfaction of the debt or liability or engagement in respect
sale whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before such sale of the shares. For giving effect to any such sale, the Board may authorise any person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
6 Calls on Shares
Calls, how made 6.1 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 amount of the shares or by way of premium or otherwise) 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. A call may be revoked or postponed as the Board may determine.
Notice of call 6.2 At least 14 days’ notice of any call shall be given to each member specifying the time and place of payment and to whom such payment shall be made.
Copy of notice to 6.3 A copy of the notice referred to in Article 6.2 shall be sent in the manner in which notices may be be sent sent to members by the Company as herein provided.
Every member 6.4 Every member upon whom a call is made shall pay the amount of every call so made on him to the liable to pay call person and at the time or times and place or places as the Board shall specify. A person upon
at appointed time and place whom a call is made shall remain liable on such call notwithstanding the subsequent transfer of the shares in respect of which the call was made.
Notice of call 6.5 In addition to the giving of notice in accordance with Article 6.3, notice of the person appointed to may be published receive payment of every call and of the times and places appointed for payment may be given to
in newspapers or given by the members affected by notice published on the Exchange’s website, or, subject to the electronic means Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published in the newspapers.

When call	6.6	A call shall be deemed to have been made at the time when the resolution of the Board authorising
deemed to have been made		such call was passed.
Liability of joint	6.7	The joint holders of a share shall be severally as well as jointly liable for the payment of all calls
holders		and instalments due in respect of such share or other monies due in respect thereof.

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Board may 6.8 The Board may from time to time at its discretion extend the time fixed for any call, and may extend time fixed extend such time as to all or any of the members, whom by reason of residence outside Hong Kong
for call or other cause the Board considers it reasonable to grant an extension to, but no member shall be entitled to any such extension as a matter of grace and favour.
Interest on calls 6.9 If the sum or any instalment payable in respect of any call is unpaid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 15% per annum as the Board shall determine from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part.
Suspension of 6.10 No member shall be entitled to receive any dividend or bonus or to be present and vote (save as privileges while proxy for another member) at any general meeting, either personally or by proxy, or be reckoned
call in arrears in a quorum, or to exercise any other privilege as a member until all sums or instalments due from him to the Company in respect of any call, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.
Evidence in 6.11 At the trial or hearing of any action or other proceedings for the recovery of any money due for action for call any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such debt accrued; that the resolution making the call is duly recorded in the minute book; and that notice of such call was duly given to the member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, and the proof of the matters aforesaid shall be conclusive evidence of the debt.
Sums payable on 6.12 Any sum which by the terms of allotment of a share is made payable upon allotment or at any allotment or in fixed date, whether on account of the nominal value of the share and/or by way of premium or
future deemed a call otherwise, shall for all purposes of these Articles be deemed to be a call duly made 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, liabilities of joint holders, forfeiture and the like, shall apply as if such sum had become payable by virtue of a call duly made and notified.
Payment of calls 6.13 The Board may, if it thinks fit, receive from any member willing to advance the same, and either in advance in money or money’s worth, all or any part of the money uncalled and unpaid or instalments
App 3 r.3(1) payable upon any shares held by him, and upon all or any of the monies so advanced the Company may pay interest at such rate (if any) as the Board may decide. 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. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

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7 Transfer of Shares

Form of transfer 7.1 Transfers of shares may be effected by an instrument of transfer in the usual common form or in such other form as the Board may approve, which is consistent with the standard form of transfer as prescribed by the Exchange and approved by the Board. All instruments of transfer must be left at the registered office of the Company or at such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.
Execution 7.2 The instrument of transfer 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 discretion to do so. The instrument of transfer of any share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee PROVIDED that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.
7.3 Notwithstanding Articles 7.1 and 7.2, transfers of shares which are listed on the Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules and which has been approved by the Board for such purpose.

Board may 7.4 The Board may, in its absolute discretion, and without assigning any reason, refuse to register a refuse to register transfer of any share which is not fully paid up or on which the Company has a lien. a transfer App 3 r.1(2)

Notice of refusal 7.5 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.

Requirements as to transfer

7.6 The Board may also decline to register any transfer of any shares unless:
(a) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one class of shares;
(c) the instrument of transfer is properly stamped (in circumstances where stamping is required);
(d) in the case of a transfer to joint holders, the number of joint holders to which the share is to be transferred does not exceed four;

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(e) the shares concerned are free of any lien in favour of the Company; and
App 3 (f) a fee of such maximum as the Exchange may from time to time determine to be payable (or such r.1(1) lesser sum as the Board may from time to time require) is paid to the Company in respect thereof.
No transfer to an 7.7 No transfer shall be made to an infant or to a person in respect of whom an order has been made infant etc by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs or under other legal disability.
Certificate to be 7.8 Upon every transfer of shares, the certificate held by the transferor shall be given up to be given up on cancelled and shall forthwith be cancelled accordingly and a new certificate shall be issued, on
transfer payment by the transferee of such fee not exceeding the maximum amount as the Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require, 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, on payment by the transferor of such fee not exceeding the maximum amount as the Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require. The Company shall also retain the instrument(s) of transfer.
When transfer 7.9 The registration of transfers may, on 14 days’ notice (or on 6 business days’ notice in the case of a books and rights issue) being given by advertisement published on the Exchange’s website, or, subject to the
register may close Listing Rules, by electronic communication in the manner in which notices may be served by the App 13 Company by electronic means as herein provided or by advertisement published in the newspapers, Part B r.3(2) be suspended and the register closed at such times for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended or the register closed for more than 30 days in any year (or such longer period as the members may by ordinary resolution determine provided that such period shall not be extended beyond 60 days in any year). In the event that there is an alteration of book closure dates, the Company shall give at least 5 business days’ notice before the announced closure, or the new closure, whichever is earlier. If, however, there are exceptional circumstances (e.g. during a Number 8 or higher typhoon signal and black rainstorm warning) that render the giving of such publication of advertisement impossible, the Company shall comply with these requirements as soon as practicable.

8 Transmission of Shares

Death of 8.1 In the case of the death of a member, the survivor or survivors where the deceased was a joint registered holder holder, and the legal personal representatives of the deceased where he was a sole holder, shall be
or of joint holder of shares the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.
Registration of 8.2 Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up personal of a member may, upon such evidence as to his title being produced as may from time to time be
representatives and trustee in required by the Board and subject as hereinafter provided, either be registered himself as holder of bankruptcy the share or elect to have some other person nominated by him registered as the transferee thereof.

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Notice of election 8.3 If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to to be registered/ the Company a notice in writing signed by him stating that he so elects. If he shall elect to have
Registration of nominee his nominee registered he shall testify his election by executing in favour of his nominee a transfer of such share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

Retention of 8.4 A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of the dividends, etc., holder shall be entitled to the same dividends and other advantages to which he would be entitled until transfer or transmission of if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the

shares of a payment of any dividend payable or other advantages in respect of such share until such person deceased or bankrupt shall become the registered holder of the share or shall have effectually transferred such share,

member but, subject to the requirements of Article 14.3 being met, such a person may vote at meetings.

9 Forfeiture of Shares
If call or 9.1 If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, instalment not the Board may, at any time during such time as any part thereof remains unpaid, without prejudice
paid notice may be given to the provisions of Article 6.10, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.
Form of notice 9.2 The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is unpaid will be liable to be forfeited. The Board may accept a surrender of any share liable to be forfeited hereunder and in such case, references in these Articles to forfeiture shall include surrender.
If notice not 9.3 If the requirements of any such notice as aforesaid are not complied with, any share in respect of complied with which the notice has been given may at any time thereafter, before the payment required by the
shares may be forfeited notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share, and not actually paid before the forfeiture.

Forfeited shares 9.4 Any share so forfeited shall be deemed to be the property of the Company, and may be re-allotted to be deemed sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any property of Company time before a re-allotment, sale or disposition the forfeiture may be cancelled by the Board on such terms as it thinks fit.

Arrears to be 9.5 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited paid shares but shall, notwithstanding this, remain liable to pay to the Company all monies which, at
notwithstanding forfeiture 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

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payment at such rate not exceeding 15% 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 forfeited, at the date of forfeiture. 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 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.

Evidence of 9.6 A statutory declaration in writing that the declarant is a Director or Secretary, and that a share in forfeiture the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any re-allotment, sale or disposition thereof and the Board may authorise any person to execute a letter of re-allotment or transfer the share in favour of the person to whom the share is re-allotted, sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the subscription or purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or other disposal of the share.
Notice after 9.7 When any share shall have been forfeited, notice of the forfeiture shall be given to the member in forfeiture whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register. Notwithstanding the above, no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.
Power to redeem 9.8 Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any share so forfeited shares forfeited shall have been re-allotted, sold, or otherwise disposed of, permit the share forfeited to be redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

Forfeiture not to 9.9 The forfeiture of a share shall not prejudice the right of the Company to any call already made or prejudice instalment payable thereon. Company’s right to call or instalment

Forfeiture for 9.10 The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum non-payment of which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of
any sum due on shares 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.

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10 Alteration of Capital

10.1 The Company may from time to time by ordinary resolution:

Consolidation and division of capital and sub-division and cancellation of shares

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. On any consolidation of fully paid shares and division 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;
(b) 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 subject to the provisions of the Companies Law; and
(c) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association of the Company, subject nevertheless to the provisions of the Companies Law, 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.

Reduction of capital

10.2 The Company may by special resolution reduce its share capital or any capital redemption reserve in any manner authorised and subject to any conditions prescribed by the Companies Law.

11 Borrowing Powers

Power to borrow

11.1 The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof.
Conditions on 11.2 The Board may raise or secure the payment or repayment of such sum or sums in such manner and which money upon such terms and conditions in all respects as it thinks fit and, in particular, by the issue of may be borrowed debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debts, liability or obligations of the Company or of any third party.
Assignment 11.3 Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

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Special privileges 11.4 Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.
Register of 11.5 The Board shall cause a proper register to be kept, in accordance with the provisions of the charges to be Companies Law, of all mortgages and charges specifically affecting the property of the Company
kept and shall duly comply with the requirements of the Companies Law in regard to the registration of mortgages and charges therein specified and otherwise.
Register of 11.6 If the Company issues debentures or debenture stock (whether as part of a series or as individual debentures or instruments) not transferable by delivery, the Board shall cause a proper register to be kept of the
debenture stock holders of such debentures.
Mortgage of 11.7 Where any uncalled capital of the Company is charged, all persons taking any subsequent charge uncalled capital thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.
12 General Meetings
When annual 12.1 The Company shall in each calendar year hold a general meeting as its annual general meeting in general meeting addition to any other meeting in that year and shall specify the meeting as such in the notices
to be held App 13 calling it; and not more than 15 months shall elapse (or such longer period as the Exchange may Part B authorise) between the date of one annual general meeting of the Company and that of the next. So r.3(3) r.4(2) long as the first annual general meeting of the Company is held within 18 months of its incorporation, it need not be held in the year of its incorporation or in the following years. The annual general meeting shall be held at such time and place as the Board shall appoint.
Extraordinary 12.2 All general meetings other than annual general meetings shall be called extraordinary general general meeting meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held by way of a physical meeting in any part of the world and at one or more locations as provided in Article 13.2A or by way of a hybrid meeting, as may be determined by the Board in its absolute discretion.
Convening of 12.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting. General extraordinary meetings shall also be convened on the written requisition of any two or more members deposited
general meeting at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company. General meetings may also be convened on the written requisition of any one member which is a recognised clearing house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting at

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general meetings of the Company. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them representing more than one-half of the total voting rights of all of them, may convene a physical meeting at only one location which will be the Principal Meeting Place (as defined in Article 12.4) provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

Notice of 12.4 An annual general meeting and any extraordinary general meeting called for the passing of a meetings special resolution shall be called by not less than 21 days’ notice in writing and any other
App 13 Part B extraordinary general meeting shall be called by not less than 14 days’ notice in writing. Subject r.3(1) to the requirement under the Listing Rules, the notice shall be inclusive 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 (a) the time and date of the meeting, (b) the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 13.2A, the principal place of the meeting (the “ Principal Meeting Place ”), (c) if the general meeting is to be a hybrid meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 13.1) the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.
12.5 Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in Article 12.4, it shall be deemed to have been duly called if it is so agreed:
- (a) in the case of a meeting called as an annual general meeting, by all the members entitled to attend and vote thereat or their proxies; and
- (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.
12.6 There shall appear with reasonable prominence in every notice of general meetings of the Company a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be a member.

Omission to give notice

12.7 The accidental omission to give any such notice to, or the non-receipt of any such notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

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Omission to send 12.8 In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to
proxy receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

13 Proceedings at General Meetings

Special business

13.1 All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the following, which shall be deemed ordinary business:
(a) the declaration and sanctioning of dividends;
(b) the consideration and adoption of the accounts and balance sheets and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet;
(c) the election of Directors in place of those retiring;
(d) the appointment of Auditors;
(e) the fixing of, or the determining of the method of fixing of, the remuneration of the Directors and of the Auditors;
(f) the granting of any mandate or authority to the Directors to offer, allot, grant options over, or otherwise dispose of the unissued shares of the Company representing not more than 20% (or such other percentage as may from time to time be specified in the Listing Rules) in nominal value of its then existing issued share capital and the number of any securities repurchased pursuant to Article 13.1(g); and
(g) the granting of any mandate or authority to the Directors to repurchase securities of the Company.

Quorum

13.2 For all purposes the quorum for a general meeting shall be two members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy provided always that if the Company has only one member of record the quorum shall be that one member present in person or by proxy. No business (except the appointment of a Chairman) shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business.
Holding of 13.2A The Board may arrange for persons entitled to attend a general meeting to do so by simultaneous meeting at one attendance and participation by means of electronic facilities at such location or locations
or more locations or as hybrid (“ Meeting Location(s) ”) as may be determined by the Board. Any member or any proxy attending meeting and participating in such way or any member participating in a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

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13.2B General meetings are subject to the following:

(a) where a member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
(b) members present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy at a Meeting Location and/or members participating in a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the Chairman is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members at all Meeting Locations and members participating in a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
(c) where members attend a meeting by being present at one of the Meeting Locations and/or where members participating in a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of a hybrid meeting, the inability of one or more members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
(d) if any of the Meeting Locations is outside Hong Kong and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place.
13.2C The Board and, at any general meeting, the Chairman may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, and/or any Meeting Location(s) and/or participation and/or voting in a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as they shall in their absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a member who, pursuant to such arrangements, is not permitted to attend, in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

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13.2D If it appears to the Chairman that:

(i) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 13.2A or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or
(ii) in the case of a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(iii) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(iv) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting,

then, without prejudice to any other power which the Chairman may have under these Articles or at common law, the Chairman may, without the consent of those present at the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

13.2E The Board and, at any general meeting, the Chairman may make any arrangement and impose any requirement or restriction the Board or the Chairman, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or removed (physically or electronically) from the meeting.
13.2F If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Board, in its absolute discretion, considers that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, it may (a) postpone the meeting to another date and/or time and/or (b) change the place and/or the electronic facilities and/or form of the meeting (including, without limitation, a physical meeting or a hybrid meeting), without approval of the members. Without prejudice to the generality of the foregoing, the Board shall have the power to provide in every notice calling a general meeting the circumstances in which such a postponement or change of the relevant general meeting may occur automatically without further notice, including without

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limitation where a typhoon, “extreme conditions” caused by a super typhoon or black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

  - (i) when either (1) a meeting is postponed, or (2) there is a change in the place and/or electronic facilities and/or form of the meeting, the Company shall (a) endeavour to post a notice of such postponement or change on the Company’s website as soon as reasonably practicable (provided that failure to post such a notice shall not affect the automatic postponement or automatic change of such meeting); and (b) subject to and without prejudice to Article 13.5, unless already specified in the original notice of the meeting or included in the notice posted on the Company’s website above, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting, specify the date and time by which proxies shall be submitted in order to be valid at such postponed or changed meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the postponed or changed meeting unless revoked or replaced by a new proxy), and shall give the members reasonable notice (given the circumstances) of such details in such manner as the Board may determine; and

  - (ii) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the members.

13.2G All persons seeking to attend and participate in a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 13.2C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.
13.2H Without prejudice to other provisions in Articles 13.2A to 13.2F, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
When if quorum 13.3 If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, not present if convened upon the requisition of members, shall be dissolved, but in any other case it shall
meeting to be dissolved and stand adjourned to the same day in the next week and at such time and (where applicable) such when to be place(s) and in such form and manner referred to in Article 12.4 as shall be decided by the Board, adjourned and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy shall be a quorum and may transact the business for which the meeting was called.
Chairman of 13.4 The chairman of the board of Directors shall take the chair at every general meeting, or, if there be general meeting no such Chairman or, if at any general meeting such Chairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors

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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 (whether in person or represented by proxy or duly authorised representative) shall choose one of their own number to be Chairman.

The Chairman can act as the chairman of a general meeting even though the Chairman has interests in the resolution(s), but the Chairman shall abstain from voting on those resolution(s) with respect to his/her own shares and to the extent that any shareholder has appointed the Chairman as the proxy to vote and the appointment of proxy does not specify the voting instruction, the interested Chairman shall be prohibited to exercise the discretion to vote on those proxy votes.

Power to adjourn 13.5 Subject to Article 13.2A, the Chairman may, with the consent of any general meeting at which a general meeting/ quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time
business of adjourned (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting meeting or a hybrid meeting) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the details set out in Article 12.4 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.
Must vote by poll 13.6 At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands.

Poll

13.7 A poll shall (subject as provided in Article 13.8) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.
In what case poll 13.8 Any poll on the election of a Chairman of a meeting or any question of adjournment shall be taken taken without at the meeting and without adjournment.
adjournment
13.9 Where a resolution is voted on by a show of hands as permitted under the Listing Rules, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Chairman to 13.10 In the case of an equality of votes, whether on a poll or on a show of hands, the Chairman of the have casting vote meeting at which the poll or show of hands is taken shall be entitled to a second or casting vote.

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Minutes/written 13.11 Any signature of the Chairman to any minutes of the general meeting may be made electronically, resolutions and any such minutes bearing the electronic signature of the Chairman shall be as valid and effectual as if it were bearing the handwritten signature of the relevant chairman of the meeting.
A resolution in writing (in one or more counterparts), including a special resolution, signed by all members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly appointed representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign.

14 Votes of Members

Votes of 14.1 Subject to any special rights, privileges or restrictions as to voting for the time being attached to members any class or classes of shares, at any general meeting where a show of hands is allowed, every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) shall have one vote, and on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. On a poll a member entitled to more than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands and is under no obligation to cast all his votes in the same way on a poll.
Counting of votes 14.2 Where any member is, under the Listing Rules, required to abstain from voting on any particular App 3 resolution or restricted to voting only for or only against any particular resolution, any votes cast
r.14 by or on behalf of such member in contravention of such requirement or restriction shall not be counted.
Votes in respect 14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any general of deceased and meeting in respect thereof in the same manner as if he were the registered holder of such shares,
bankrupt members provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposed to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.
Votes of joint 14.4 Where there are joint registered holders of any share, any one of such persons may vote at any holders meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

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Votes of member 14.5 A member in respect of whom an order has been made by any competent court or official on the of unsound mind grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote by any person authorised in such circumstances to do so, and such person may vote by proxy.
Qualification for 14.6 Save as expressly provided in these Articles or as otherwise determined by the Board, no person voting other than a member duly registered and who shall have paid all sums for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member), or to be reckoned in a quorum, either personally or by proxy at any general meeting.
Objections to 14.7 No objection shall be raised as to the qualification of any person exercising or purporting to voting exercise any vote or to the admissibility of any vote except at the meeting or adjourned meeting at which the person exercising or purporting to exercise his vote or the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. In the case of any dispute as to the admission or rejection of any vote, the Chairman of the meeting shall determine the same and such determination shall be final and conclusive.
Proxies 14.8 Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint App 13 another person (who must be an individual) as his proxy to attend and vote instead of him and a
Part B r.2(2) proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).
Instrument 14.9 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his appointing proxy attorney authorised in writing, or if the appointor is a corporation, either under its seal or under
to be in writing App 3 the hand of an officer, attorney or other person duly authorised to sign the same. r.11(2)
Delivery of 14.10 The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority for authority, (if any) under which it is signed, or a notarially certified copy of such power or authority,
appointment of proxy shall be delivered at the registered office of the Company (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution. Delivery of any 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.

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Form of proxy	14.11 Every instrument of proxy, whether for a specified meeting or otherwise, shall be in common form
App 3 r.11(1)	or such other form that complies with the Listing Rules as the Board may from time to time
	approve, provided that it shall enable a member, according to his intention, to instruct his proxy to
	vote in favour of or against (or in default of instructions or in the event of conflicting instructions,
	to exercise his discretion in respect of) each resolution to be proposed at the meeting to which the
	form of proxy relates.
Authority under	14.12 The instrument appointing a proxy to vote at a general meeting shall: (a) be deemed to confer
instrument appointing proxy	authority to vote on any amendment of a resolution put to the meeting for which it is given as the
	proxy thinks fit; and (b) unless the contrary is stated therein, be valid as well for any adjournment
	of the meeting as for the meeting to which it relates, provided that the meeting was originally held
	within 12 months from such date.
When vote by	14.13 A vote given in accordance with the terms of an instrument of proxy or resolution of a member
proxy or representative	shall be valid notwithstanding the previous death or insanity of the principal or revocation of the
valid though	proxy or power of attorney or other authority under which the proxy or resolution of a member
authority revoked	was executed or revocation of the relevant resolution or the transfer of the share in respect of which the proxy was given, provided that no intimation in writing of such death, insanity,
	revocation or transfer as aforesaid shall have been received by the Company at its registered
	office, or at such other place as is referred to in Article 14.10, at least two hours before the
	commencement of the meeting or adjourned meeting at which the proxy is used.
Corporations or	14.14 Any corporation which is a member may, by resolution of its directors or other governing body or
clearing houses acting by	by power of attorney, authorise such person as it thinks fit to act as its representative at any
representatives	meeting of the Company or of members of any class of shares and the person so authorised shall
at meetings App. 13 Part B	be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member and where a corporation is so
r.2(2)	represented, it shall be treated as being present at any meeting in person.
App 13	14.15 If a recognised clearing house (or its nominee(s)) is a member it may authorise such person or
Part B r.6	persons as it thinks fit to act as its representative(s) at any general meeting of the Company or at
	any general meeting of any class of members provided that, if more than one person is so
	authorised, the authorisation shall specify the number and class of shares in respect of which each
	such person is so authorised. The person so authorised will be deemed to have been duly
	authorised without the need of producing any documents of title, notarised authorisation and/or
	further evidence to substantiate that it is so authorised. A person so authorised pursuant to this
	provision shall be entitled to exercise the same rights and powers on behalf of the recognised
	clearing house (or its nominee(s)) which he represents as that recognised clearing house (or its
	nominee(s)) could exercise as if such person were an individual member holding the number and
	class of shares specified in such authorisation, including, where a show of hands is allowed, the
	right to vote individually on a show of hands, notwithstanding any contrary provision contained in
	these Articles.

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15 Registered Office

Registered office The registered office of the Company shall be at such place in the Cayman Islands as the Board shall from time to time appoint.

16 Board of Directors

Constitution 16.1 The number of Directors shall not be less than two.

Board may fill 16.2 The Board shall have power from time to time and at any time to appoint any person as a Director

vacancies or either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold appoint additional office only until the next following general meeting of the Company and shall then be eligible for

Directors re-election at that meeting. App 3 r.4(2)

Power of general 16.3 The Company may from time to time in general meeting by ordinary resolution increase or reduce meeting to the number of Directors but so that the number of Directors shall not be less than two. Subject to increase or reduce the the provisions of these Articles and the Companies Law, the Company may by ordinary resolution number of elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors Directors. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.
Notice to be 16.4 No person shall, unless recommended by the Board, be eligible for election to the office of given when Director at any general meeting unless during the period, which shall be at least seven days, person proposed for election commencing no earlier than the day after the despatch of the notice of the meeting appointed for App 3 such election and ending no later than seven days prior to the date of such meeting, there has been r.4(4) given to the Secretary notice in writing by a member of the Company (not being the person to be r.4(5) proposed), entitled to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
Register of 16.5 The Company shall keep at its office a register of directors and officers containing their names and Directors and addresses and any other particulars required by the Companies Law and shall send to the Registrar notification of changes to of Companies of the Cayman Islands a copy of such register and shall from time to time notify to Registrar the Registrar of Companies of the Cayman Islands any change that takes place in relation to such Directors as required by the Companies Law.
Power to remove 16.6 The Company may by ordinary resolution at any time remove any Director (including a Managing Director by Director or other executive Director) before the expiration of his period of office notwithstanding ordinary resolution anything in these Articles or in any agreement between the Company and such Director and may App 13 by ordinary resolution elect another person in his stead. Any person so elected shall hold office Part B during such time only as the Director in whose place he is elected would have held the same if he r.5(1) App 3 had not been removed. Nothing in this Article should be taken as depriving a Director removed r.4(3) under any provision of this Article of compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment or office as a result of the termination of his appointment as Director or as derogatory from any power to remove a Director which may exist apart from the provision of this Article.

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Alternate Directors

16.7 A Director may at any time by notice in writing delivered to the registered office of the Company, the principal office of the Company in Hong Kong or at a meeting of the Board, appoint any person (including another Director) to be his alternate Director in his place during his absence and may in like manner at any time determine such appointment. Such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved, provided that the Board may not withhold approval of any such appointment where the proposed appointee is a Director.
16.8 The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.
16.9 An alternate Director shall (except when absent from Hong Kong), be entitled to receive and waive (in lieu of his appointor) notices of meetings of the Directors and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative and he need not use all his votes or cast all the votes he uses in the same way. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act (as to which a certificate by the alternate shall in the absence of actual notice to the contrary to other Directors be conclusive), his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committee of the Board, the provisions of this Article shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
16.10 An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
16.11 In addition to the provisions of Articles 16.7 to 16.10, a Director may be represented at any meeting of the Board (or of any committee of the Board) by a proxy appointed by him, in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. A proxy need not himself be a Director and the provisions of Articles 14.8 to 14.13 shall apply mutatis mutandis to the appointment of proxies by Directors save that an instrument appointing a proxy shall not become invalid after the expiration of twelve months from its date of execution but shall remain valid for such period as the instrument shall provide or, if no such provision is made in the instrument, until revoked in writing and save also that a Director may appoint any number of proxies although only one such proxy may attend in his stead at meetings of the Board (or of any committee of the Board).

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Qualification of 16.12 A Director need not hold any qualification shares. No Director shall be required to vacate office or Directors be ineligible for re-election or re-appointment as a Director and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.
Directors’ 16.13 The Directors shall be entitled to receive by way of remuneration for their services such sum as remuneration shall from time to time be determined by the Company in general meeting or by the Board, as the case may be, such sum (unless otherwise directed by the resolution by which it is determined) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office in the Company may be entitled by reason of such employment or office.
App 13 16.14 Payment to any Director or past Director of any sum by way of compensation for loss of office or Part B as consideration for or in connection with his retirement from office (not being a payment to
r.5(4) which the Director is contractually entitled) must first be approved by the Company in general meeting.
Directors’ 16.15 The Directors shall be entitled to be paid all expenses, including travel expenses, reasonably expenses incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
Special 16.16 The Board may grant special remuneration to any Director, who shall perform any special or extra remuneration services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.
Remuneration of 16.17 The remuneration of an Executive Director (as appointed according to Article 17.1) or a Director Managing appointed to any other office in the management of the Company shall from time to time be fixed
Directors, etc. by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including share option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be entitled to receive as a Director.
When office of 16.18 The office of a Director shall be vacated: Director to be vacated App 13 (a) if he resigns his office by notice in writing to the Company at its registered office or its Part B principal office in Hong Kong; r.5(1)

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(b) if an order is made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Board resolves that his office be vacated;
(c) if, without leave, he is absent from meetings of the Board (unless an alternate Director appointed by him attends in his place) for a continuous period of 12 months, and the Board resolves that his office be vacated;
(d) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally;
(e) if he ceases to be or is prohibited from being a Director by law or by virtue of any provisions in these Articles;
(f) if he shall be removed from office by notice in writing served upon him signed by not less than three-fourths in number (or, if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office; or
(g) if he shall be removed from office by an ordinary resolution under Article 16.6.

Retirement by rotation

At every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Any Director appointed pursuant to Article 16.2 or Article 16.3 shall not be taken into account in determining which Directors are to retire by rotation. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

Directors may 16.19 No Director or proposed Director shall be disqualified by his office from contracting with the contract with Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or
Company App 13 arrangement entered into by or on behalf of the Company with any person, company or partnership Part B of or in which any Director shall be a member or otherwise interested be capable on that account r.5(3) of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company.
16.20 Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the

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Company and the Director) no such Director shall be liable to account to the Company or the members for any remuneration or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or is about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.

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

Director may not vote where he has a material interest App 3 r.4(1)

Director may vote in respect of certain matters App 3 Note 1

16.22 A Director shall not be entitled to vote on (nor shall be counted in the quorum in relation to) any resolution of the Board in respect of any contract or arrangement or any other proposal whatsoever in which he or any of his Close Associates has any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:
(a) the giving of any security or indemnity either:
- (i) to the Director or any of his Close Associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
- (ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his Close Associates has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(b) 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 any of his Close Associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

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(c) any proposal or arrangement concerning the benefit of employees of the Company or any of its subsidiaries including:
- (i) the adoption, modification or operation of any employees’ share scheme or any share incentive scheme or share option scheme under which the Director or any of his Close Associates may benefit; or
- (ii) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their Close Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his Close Associates as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(d) any contract or arrangement in which the Director or any of his Close Associates 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.
Director may 16.23 Where proposals are under consideration concerning the appointment (including fixing or varying vote on proposals the terms of or terminating the appointment) of two or more Directors to offices or employments
not concerning own appointment with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under Article 16.22(a)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
Who to decide 16.24 If any question shall arise at any meeting of the Board as to the materiality of a Director’s interest whether a or the significance of a contract, arrangement or transaction or proposed contract, arrangement or
Director may vote transaction or as to the entitlement of any Director to vote or form part of a quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the Chairman of the meeting (or, where such question relates to the interest of the Chairman, to the other Directors at the meeting) and his ruling (or, as appropriate, the ruling of the other Directors) in relation to any other Director (or, as appropriate, the Chairman) shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned (or, as appropriate, the Chairman) as known to such Director (or, as appropriate, the Chairman) has not been fairly disclosed to the Board.

17 Managing Directors

Power to appoint 17.1 The Board may from time to time appoint any one or more of its body to the office of Managing Managing Director, Joint Managing Director, Deputy Managing Director, or other Executive Director and/or
Directors, etc. such other employment or executive office in the management of the business of the Company as it may decide for such period and upon such terms as it thinks fit and upon such terms as to remuneration as it may decide in accordance with Article 16.17.

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Removal of 17.2 Every Director appointed to an office under Article 17.1 shall, without prejudice to any claim for Managing damages that such Director may have against the Company or the Company may have against such Director, etc. Director for any breach of any contract of service between him and the Company, be liable to be dismissed or removed therefrom by the Board.
Cessation of 17.3 A Director appointed to an office under Article 17.1 shall be subject to the same provisions as to appointment removal as the other Directors, and he shall, without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company, ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.
Powers may be 17.4 The Board may from time to time entrust to and confer upon a Managing Director, Joint Managing delegated Director, Deputy Managing Director or Executive Director all or any of the powers of the Board that it may think fit. But the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.

18 Management

General powers 18.1 Subject to any exercise by the Board of the powers conferred by Articles 19.1 to 19.3, the management of Company of the business of the Company shall be vested in the Board which, in addition to the powers and vested in Board authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Law expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Law and these Articles and to any regulation from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
18.2 Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Board shall have the following powers: (a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and
- (b) to give to any Directors, officers or employees 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.
App 13 18.3 Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Part B Section 500 of the Companies Ordinance as in force at the date of adoption of these Articles, and r.5 (2) except as permitted under the Companies Law, the Company shall not directly or indirectly:
- (a) make a loan to a Director or his Close Associates or a director of any holding company of the Company or a body corporate controlled by such a director or Director;

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(b) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director or a body corporate controlled by such a director or Director; or
(c) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.

19 Managers

Appointment and 19.1 The Board may from time to time appoint a general manager, manager or managers of the remuneration of Company and may fix his or their remuneration either by way of salary or commission or by
managers conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them in connection with the conduct of the business of the Company.
Tenure of office 19.2 The appointment of such general manager, manager or managers may be for such period as the and powers Board may decide and the Board may confer upon him or them all or any of the powers of the Board as it may think fit.
Terms and 19.3 The Board may enter into such agreement or agreements with any such general manager, manager conditions of or managers upon such terms and conditions in all respects as the Board may in its absolute
appointment discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

20 Proceedings of Directors

Meetings of 20.1 The Board may meet together for the despatch of business, adjourn and otherwise regulate its Directors/ meetings and proceedings as it thinks fit in any part of the world and may determine the quorum
Quorum etc. necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purposes of this Article an alternate Director shall be counted in a quorum in place of the Director who appointed him and an alternate Director who is an alternate for more than one Director shall for quorum purposes be counted separately in respect of himself (if he is a Director) and in respect of each Director for whom he is an alternate (but so that nothing in this provision shall be construed as authorising a meeting to be constituted when only one person is physically present). A meeting of the Board or any committee of the Board may be held by means of a telephone or tele-conferencing or any other telecommunications facility provided that all participants are thereby able to communicate contemporaneously by voice with all other participants and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. All business transacted at a meeting of the Board or a committee of the Board is for the purposes of these Articles deemed to be validly and effectively transacted at a meeting of the Board or a committee of the Board although fewer than two Directors or alternate Directors are physically present at the same place.

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Convening of 20.2 A Director may, and on request of a Director the Secretary shall, at any time summon a meeting of board meeting the Board. Failing any determination by the Board, not less than 48 hours’ notice thereof shall be given to each Director either in writing or by telephone or by facsimile, telex or telegram at the address or telephone, facsimile or telex number from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine.
How questions to 20.3 Subject to Articles 16.19 to 16.24, questions arising at any meeting of the Board shall be decided be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote.
Chairman 20.4 The Board may elect a Chairman of its meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.
Power of meeting 20.5 A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.
Power to appoint 20.6 The Board may delegate any of its powers to committees consisting of such member or members committee and to of the Board (including alternate Directors in the absence of their appointers) as the Board thinks
delegate fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.
Acts of 20.7 All acts done by any such committee in conformity with such regulations and in fulfilment of the committee to be purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done
of same effect as act of Directors by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.
Proceedings of 20.8 The meetings and proceedings of any such committee consisting of two or more members of the committee Board shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 20.6.
Minutes of 20.9 The Board shall cause minutes to be made of: proceedings of meetings and Directors (a) all appointments of officers made by the Board;
(b) the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Article 20.6;

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(c) all declarations made or notices given by any Director of his interest in any contract or proposed contract or of his holding of any office or property whereby any conflict of duty or interest may arise; and
(d) all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.
20.10 Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting of the Board or by the chairman of the succeeding meeting.

Any signature of the chairman of the meeting of the Board or any committee of the Board to any such minutes may be made electronically, and any such minutes bearing the electronic signature of the chairman of the meeting of the Board or any committee of the Board shall be as valid and effectual as if it were bearing the handwritten signature of the relevant chairman of the meeting.

When acts of 20.11 All acts bona fide done by any meeting of the Board or by a committee of Directors or by any Directors or person acting as Director shall, notwithstanding that it shall be afterwards discovered that there committee to be valid was some defect in the appointment of such Director or persons acting as aforesaid or that they or notwithstanding any of them were disqualified, be as valid as if every such person had been duly appointed and defects was qualified to be a Director or member of such committee as the case may be.
Directors’ 20.12 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as powers when their number is reduced below the number fixed by or pursuant to these Articles as the necessary vacancies exist quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.
Directors’ 20.13 Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every resolutions one of the Directors (or their respective alternates pursuant to Article 16.9) shall be as valid and effectual as if it had been passed at a meeting of the Board or any committee of the Board duly convened and held and may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

Notwithstanding any contrary provisions contained in these Articles and subject to any applicable laws, rules and regulations:

(i) any signature of the Director or alternate Director to any such resolution in writing of the Board or any committee of the Board may be made electronically, and any such resolution bearing the electronic signature of any Director or alternate Director shall be as valid and effectual as if it were bearing the handwritten signature of the relevant Director or alternate Director. Any such resolution in writing may consist of several documents in like form each signed (whether in handwritten form or in electronic form as aforesaid) by one or more of the Directors or alternate Directors; and
(ii) any signification of agreement to resolution in writing of Directors authenticated as aforesaid shall be as valid and effectual as if the resolution had been signed by such Director or alternate Director, and a certificate by a Director or the Secretary of such signification and authentication shall be sufficient evidence without further proof thereof.

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	21	Secretary
Appointment of	21.1	The Secretary shall be appointed by the Board for such term, at such remuneration and upon such
Secretary		conditions as it may think fit, and any Secretary so appointed may be removed by the Board.
		Anything by the Companies Law or these Articles required or authorised to be done by or to the
		Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting,
		may be done by or to any assistant or deputy Secretary appointed by the Board, or if there is no
		assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised
		generally or specifically in that behalf by the Board.
Same person not	21.2	A provision of the Companies Law or of these Articles requiring or authorising a thing to be done
to act in two capacities at once		by or to a Director and the Secretary shall not be satisfied by its being done by or to the same
		person acting both as Director and as or in place of the Secretary.
	22	General Management and Use of the Seal
Custody and use	22.1	The Board shall provide for the safe custody of the seal which shall only be used by the authority
of seal		of the Board or of a committee of the Board authorised by the Board in that behalf, and every
		instrument to which such seal shall be affixed shall be signed by a Director and shall be countersigned
		by the Secretary or by a second Director or by some other person appointed by the Board for the
		purpose. The securities seal which shall be a facsimile of the common seal with the word
		“Securities” engraved thereon shall be used exclusively for sealing securities issued by the
		Company and for sealing documents creating or evidencing securities so issued. The Board may
		either generally or in any particular case resolve that the securities seal or any signatures or any of
		them may be affixed to certificates for shares, warrants, debentures or any other form of security
		by facsimile or other mechanical means specified in such authority or that any such certificates
		sealed with the securities seal need not be signed by any person. Every instrument to which the
		seal is affixed as aforesaid shall, as regards all persons dealing in good faith with the Company, be
		deemed to have been affixed to that instrument with the authority of the Directors previously
		given.

Duplicate seal 22.2 The Company may have a duplicate seal for use outside of the Cayman Islands as and where 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 agents of the Company for the purpose of affixing and using such duplicate 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 duplicate seal as aforesaid.
Cheques and 22.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all banking receipts for monies paid to the Company shall be signed, drawn, accepted, indorsed or otherwise
arrangements executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

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Power to appoint 22.4 The Board may from time to time and at any time, by power of attorney under the seal, appoint attorney any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
Execution of 22.5 The Company may, by writing under its seal, empower any person, either generally or in respect deeds by of any specified matter, as its attorney to execute deeds and instruments on its behalf in any part
attorney of the world and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the seal of the Company.
Regional or local 22.6 The Board may establish any committees, regional or local boards or agencies for managing any boards of the affairs of the Company, either in the Cayman Islands, Hong Kong, the People’s Republic of China or elsewhere, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration, and may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
Power to 22.7 The Board may establish and maintain or procure the establishment and maintenance of any establish pension contributory or non-contributory pension or provident or superannuation funds or (with the
funds and employee share sanction of an ordinary resolution) employee or executive share option schemes for the benefit of, option schemes or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependents of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

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23 Capitalisation of Reserves

Power to capitalise

23.1 The Company in general meeting may upon the recommendation of the Board by ordinary resolution resolve that it is desirable to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution (and not required for the payment or provision of dividend on any shares with a preferential right to dividend) and accordingly that such sums be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportion 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, debentures or other securities of the Company to be allotted and distributed credited as fully paid up to and amongst such members in proportion aforesaid or partly in one way and partly in the other, and the Board shall give effect to such resolution, provided that a share premium account and a capital redemption reserve and any reserve or fund representing unrealised profits may, for the purposes of this Article, only be applied in paying up unissued shares to be issued to members as fully paid up shares or paying up calls or instalments due or payable on partly paid securities of the Company subject always to the provisions of the Companies Law.
Effect of 23.2 Wherever such a resolution as referred to in Article 23.1 shall have been passed the Board shall resolution to make all appropriations and applications of the undivided profits resolved to be capitalised thereby, capitalise and all allotments and issues of fully paid up shares, debentures or other securities, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Board:
- (a) to make such provision by the issue of fractional certificates or by payment in cash or otherwise (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned) as they think fit in cases where shares, debentures or other securities become distributable in fractions;
- (b) to exclude the right of participation or entitlement of any member with a registered address outside any territory where in the absence of a registration statement or other special or onerous formalities the circulation of an offer of such right or entitlement would or might be unlawful or where the Board consider the costs, expense or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefits of the Company; and
- (c) to authorise any person to enter on behalf of all members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares, debentures or other securities to which they may be entitled upon such capitalisation, or, as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

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23.3 The Board may, in relation to any capitalisation sanctioned under Article 23.2 in its absolute discretion specify that, and in such circumstances and if directed so to do by a member or members entitled to an allotment and distribution credited as fully paid up of unissued shares or debentures in the Company pursuant to such capitalisation, the unissued shares, debentures or other securities to which that member is entitled shall be allotted and distributed credited as fully paid up to such person or persons as that member may nominate by notice in writing to the Company, such notice to be received not later than the day for which the general meeting of the Company to sanction the capitalisation is convened.
23.4 Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution (and not required for the payment or provision of dividend on any shares with a preferential right to dividend) by applying such sum in paying up in full unissued shares of the Company to be allotted to (i) service providers and employees (including directors) of the Company or its affiliate (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting, or (ii) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting.

24 Dividends and Reserves

Power to declare dividends

24.1 Subject to the Companies Law and these Articles, the Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.
24.2 The dividends, interest and bonuses and any other benefits and advantages in the nature of income receivable in respect of the Company’s investments, and any commissions, trusteeship, agency, transfer and other fees and current receipts of the Company shall, subject to the payment thereout of the expenses of management, interest upon borrowed money and other expenses which in the opinion of the Board are of a revenue nature, constitute the profits of the Company available for distribution.
Board’s power to 24.3 The Board may from time to time pay to the members such interim dividends as appear to the pay interim Board to be justified by the profits of the Company and, in particular (but without prejudice to the
dividends 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 preferential rights.

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24.4 The Board may also pay half-yearly or at other intervals to be selected by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the profits available for distribution justify the payment.
Powers of 24.5 The Board may in addition from time to time declare and pay special dividends on shares of any Directors to class of such amounts and on such dates as they think fit, and the provisions of Article 24.3 as declare and pay special dividends regards the powers and the exemption from liability of the Board as relate to declaration and payment of interim dividends shall apply, mutatis mutandis, to the declaration and payment of any such special dividends.
Dividends not to 24.6 No dividend shall be declared or payable except out of the profits and reserves of the Company be paid out of lawfully available for distribution including share premium. No dividend shall carry interest capital against the Company.

Scrip dividends

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

EITHER

As to cash (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited election as fully paid up, provided that the members 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:
(i) the basis of any such allotment shall be determined by the Board;
(ii) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the members 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;
(iii) 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;
(iv) 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 satisfaction thereof shares shall be allotted credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, share premium account and capital redemption reserve (if there be any such reserve)) or profit or loss account or amounts otherwise available for distribution 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 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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OR

As to scrip election

(b) that members 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. In such case, the following provisions shall apply:
- (i) the basis of any such allotment shall be determined by the Board;
- (ii) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to members 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;
- (iii) 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;
- (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (the “ elected shares ”) and in lieu thereof shares shall be allotted credited as fully paid 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’s reserve accounts (including any special account, share premium account and capital redemption reserve (if there be any such reserve)) or profit and loss account or amounts otherwise available for distribution 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 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.
24.8 The shares allotted pursuant to the provisions of Article 24.7 shall be of the same class as the class of, and shall rank pari passu in all respects with, the shares then held by the respective allottees save only as regards participation:
(a) in the relevant dividend (or share or cash election in lieu thereof as aforesaid); or
(b) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend, unless contemporaneously with the announcement by the Board of its proposal to apply the provisions of Article 24.7(a) or 24.7(b) in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of Article 24.7 shall rank for participation in such distributions, bonuses or rights.

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24.9 The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of Article 24.8 with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person to enter into on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
24.10 The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of Article 24.7 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.
24.11 The Board may on any occasion determine that rights of election and the allotment of shares under Article 24.7 shall not be made available or made to any members with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, or where the Board considers the costs, expenses or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefit of the Company, and in any such case the provisions aforesaid shall be read and construed subject to such determination.

Share premium and reserves

24.12 The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. The Company may apply the share premium account in any manner permitted by the Companies Law. The Company shall at all times comply with the provisions of the Companies Law in relation to the share premium account.
24.13 The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including shares, warrants and other securities of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.

Dividends to be 24.14 Unless and to the extent that the rights attached to any shares or the terms of issue thereof paid in otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period proportion to paid up capital in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts

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paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. For the purpose of this Article no amount paid up on a share in advance of calls shall be treated as paid up on the share.

Retention of 24.15 The Board may retain any dividends or other monies payable on or in respect of a share upon dividends, etc. which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
24.16 The Board may retain any dividends or other monies payable upon shares in respect of which any person is, under the provisions as to the transmission of shares hereinbefore contained, entitled to become a member, or in respect of which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.
Deduction of 24.17 The Board may deduct from any dividend or other monies payable to any member all sums of debts money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.
Dividend and 24.18 Any general meeting sanctioning a dividend may make a call on the members of such amount as call together the meeting resolves, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.
Dividend in 24.19 The Board, with the sanction of the members in general meeting, may direct that any dividend be specie 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 any other company, or in any one or more of such ways, 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, round the same up or down or provide that the same shall accrue to the benefit of the Company, 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 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 required, a contract shall be filed in accordance with the provisions of the Companies Law 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.
Effect of transfer 24.20 A transfer of shares shall not pass therewith the right to any dividend or bonus declared thereon before the registration of the transfer.
24.21 Any resolution declaring or resolving upon the payment of a dividend or other distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may, subject to the provisions of the Listing Rules, specify that the same shall be payable or made to the persons registered as the holders of such shares at the close of business on a

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particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

Receipt for 24.22 If two or more persons are registered as joint holders of any shares, any one of such persons may dividends by give effectual receipts for any dividends, interim and special dividends or bonuses and other joint holders of share monies payable or rights or property distributable in respect of such shares.

Payment by post 24.23 Unless otherwise directed by the Board, any dividend, interest or other sum payable in cash to a holder of shares may be paid by cheque or warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of the person whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares and shall be sent at his or their risk, and the payment of any such cheque or warrant by the bank on which it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.
App 3 24.24 The Company may cease sending such cheques for dividend entitlements or dividend warrants by r.13(1) post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise its power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.
Unclaimed 24.25 All dividends or bonuses unclaimed for one year after having been declared may be invested or dividend otherwise made use of by the Board for the exclusive benefit of the Company until claimed and
App 3 r.3(2) the Company shall not be constituted a trustee in respect thereof or be required to account for any money earned thereon. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company and after such forfeiture no member or other person shall have any right to or claim in respect of such dividends or bonuses.

25 Untraceable Members

Sale of shares of 25.1 The Company shall be entitled to sell any shares of a member or the shares to which a person is untraceable entitled by virtue of transmission on death or bankruptcy or operation of law if and provided that:
members
(a) all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years;
(b) the Company has not during that time or before the expiry of the three month period referred to in Article 25.1(d) below received any indication of the whereabouts or existence of the member or person entitled to such shares by death, bankruptcy or operation of law;

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App 3 r.13(2)(a)

App 3 r.13(2)(b)

(c) during the 12-year period, at least three dividends in respect of the shares in question have become payable and no dividend during that period has been claimed by the member; and
(d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided, giving notice of its intention to sell such shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention.

The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former member for an amount equal to such net proceeds.

25.2 To give effect to any sale contemplated by Article 25.1 the Company may appoint any person to execute as transferor an instrument of transfer of the said shares and such other documents as are necessary to effect the transfer, and such documents shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares or other securities in or of the Company or its holding company if any) or as the Board may from time to time think fit.

26 Document Destruction

Destruction of registrable documents, etc.

The Company shall be entitled to destroy all instruments of transfer, probate, letters of administration, stop notices, powers of attorney, certificates of marriage or death and other documents relating to or affecting title to securities in or of the Company (“ Registrable Documents ”) which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the register if purporting to have been made on the basis of an instrument of transfer or Registrable Document so destroyed was duly and properly made and every instrument of transfer or Registrable Document so destroyed was a valid and effective instrument or document duly and properly registered and every share certificate so destroyed was a valid and effective certificate

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duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of the Company of any claim (regardless of the parties thereto) to which the document might be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and
(c) references herein to the destruction of any document include references to the disposal thereof in any manner.

Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of any documents referred to in this Article or any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document might be relevant to a claim.

27 Annual Returns and Filings

Annual returns and filings

The Board shall make the requisite annual returns and any other requisite filings in accordance with the Companies Law.

28 Accounts

Accounts to be 28.1 The Board shall cause to be kept such books of account as are necessary to give a true and fair kept view of the state of the Company’s affairs and to show and explain its transactions and otherwise
App 13 Part B in accordance with the Companies Law. r.4(1)
Where accounts 28.2 The books of account shall be kept at the Company’s principal place of business in Hong Kong or, are to be kept subject to the provisions of the Companies Law, at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors.
Inspection by 28.3 The Board shall from time to time determine whether, to what extent, at what times and places and members under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members (other than officers of the Company) and no member shall have any right of inspecting any accounts or books or documents of the Company except as conferred by the Companies Law or any other relevant law or regulation or as authorised by the Board or by the Company in general meeting.

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Annual profit 28.4 The Board shall, commencing with the first annual general meeting cause to be prepared and to be and loss account laid before the members at every annual general meeting a profit and loss account for the period,
and balance sheet in the case of the first account, since the incorporation of the Company and, in any other case, App 13 since the preceding account, together with a balance sheet as at the date to which the profit and Part B r.4(2) loss account is made up and a Directors’ report with respect to the profit or loss of the Company for the period covered by the profit and loss account and the state of the Company’s affairs as at the end of such period, an Auditors’ report on such accounts prepared pursuant to Article 29.1 and such other reports and accounts as may be required by law.

Annual report of 28.5 Copies of those documents to be laid before the members at an annual general meeting shall not Directors and less than 21 days before the date of the meeting be sent in the manner in which notices may be balance sheet to be sent to served by the Company as provided herein to every member and every holder of debentures of the

members etc. Company, provided that the Company shall not be required to send copies of those documents to App 13 Part B any person of whose address the Company is not aware or to more than one of the joint holders of

r.3(3) any shares or debentures. App 3 r.5

28.6 To the extent permitted by and subject to due compliance with these Articles, the Companies Law and all applicable rules and regulations, including, without limitation, the rules of the Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 28.5 shall be deemed satisfied in relation to any member or any holder of debentures of the Company by sending to such person instead of such copies, not less than 21 days before the date of the annual general meeting, in any manner not prohibited by these Articles and the Companies Law, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditors’ report on such accounts, which shall be in the form and containing the information required by these Articles, the Companies Law and all applicable laws and regulations, provided that any person who is otherwise entitled to the annual accounts of the Company, together with the Director’s report and the Auditor’s report thereon may, if he so requires, by notice in writing served on the Company, demand that the Company sends to him, in addition to the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Directors’ report and the Auditor’s report thereon.

29 Audit

Auditors 29.1 The Auditors shall audit the profit and loss account and balance sheet of the Company in each year App 13 and shall prepare a report thereon to be annexed thereto. Such report shall be laid before the
Part B r.4(2) Company at its annual general meeting in each year and shall be open to inspection by any member. The Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Board or any general meeting of the members, make a report on the accounts of the Company in general meeting during their tenure of office.
Appointment and 29.2 The Company shall at any annual general meeting appoint an auditor or auditors of the Company remuneration of who shall hold office until the next annual general meeting. The removal of an Auditor before the
Auditors expiration of his period of office shall require the approval of an ordinary resolution of the

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members in general meeting. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board. No person may be appointed as the, or an, Auditor, unless he is independent of the Company. The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors. The Board may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.

When accounts to be deemed settled

29.3 Every statement of accounts audited by the Auditors and presented by the Board at an annual general meeting shall after approval at such meeting be conclusive except as regards any error discovered therein within three months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of account amended in respect of the error shall be conclusive.

30 Notices

Service of notices 30.1 Except as otherwise provided in these Articles, any notice or document may be served by the App 3 Company and any notices may be served by the Board on any member either personally or by
r.7(1) sending it through the post in a prepaid letter addressed to such member at his registered address as appearing in the register or, to the extent permitted by the Listing Rules and all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company’s Website provided that the Company has obtained either (a) the member’s prior express positive confirmation in writing or (b) the member’s deemed consent, in the manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by such electronic means, or (in the case of notice) by advertisement published in the manner prescribed under the Listing Rules. In the case of joint holders of a share, all notices shall be given to that holder for the time being whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.
30.2 Notice of every general meeting shall be given in any manner hereinbefore authorised to:
- (a) every person shown as a member in the register of members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members;
- (b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a member of record where the member of record but for his death or bankruptcy would be entitled to receive notice of the meeting;
- (c) the Auditors;
- (d) each Director and alternate Director;

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  - (e) the Exchange; and

  - (f) such other person to whom such notice is required to be given in accordance with the Listing Rules.

30.3 No other person shall be entitled to receive notices of general meetings.
Members out of 30.4 A member shall be entitled to have notice served on him at any address within Hong Kong. Any Hong Kong member who has not given an express positive confirmation in writing to the Company in the App.3 r.7(2) manner specified in the Listing Rules to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the transfer office and shall have remained there for a period of 24 hours and such notice shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed, provided that, without prejudice to
App 3 the other provisions of these Articles, nothing in this Article shall be construed as prohibiting the r.7(3) Company from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.
When notice 30.5 Any notice or document sent by post shall be deemed to have been served on the day following deemed to be that on which it is put into a post office situated within Hong Kong and in proving such service it served shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof.
30.6 Any notice or other document delivered or left at a registered address otherwise than by post shall be deemed to have been served or delivered on the day it was so delivered or left.
30.7 Any notice served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the publication and/or newspaper(s) are published on different dates).
30.8 Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations.
Service of notice 30.9 A notice may be given by the Company to the person or persons entitled to a share in consequence to persons of the death, mental disorder or bankruptcy of a member by sending it through the post in a entitled on death, mental disorder prepaid letter addressed to him or them by name, or by the title of representative of the deceased, or bankruptcy of or trustee of the bankrupt, or by any like description, at the address, if any, within Hong Kong a member supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

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Transferee	30.10	Any person who by operation of law, transfer or other means whatsoever shall become entitled to
bound by prior notices		any share shall be bound by every notice in respect of such share which prior to his name and
		address being entered on the register shall have been duly given to the person from whom he
		derives his title to such share.
Notice valid	30.11	Any notice or document delivered or sent to any member in pursuance of these Articles, shall
though member deceased		notwithstanding that such member be then deceased and whether or not the Company has notice of
		his death be deemed to have been duly served in respect of any registered shares whether held
		solely or jointly with other persons by such member until some other person be registered in his
		stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles
		be deemed a sufficient service of such notice or document on his personal representatives and all
		persons (if any) jointly interested with him in any such shares.
How notice to be	30.12	The signature to any notice to be given by the Company may be written or printed by means of
signed		facsimile or, where relevant, by Electronic Signature.
	31	Information
Member not	31.1	No member shall be entitled to require discovery of or any information in respect of any detail of the
entitled to information		Company’s trading or any matter which is or may be in the nature of a trade secret or secret process
		which may relate to the conduct of the business of the Company and which in the opinion of the
		Board would not be in the interests of the members or the Company to communicate to the public.
Directors entitled	31.2	The Board shall be entitled to release or disclose any information in its possession, custody or
to disclose information		control regarding the Company or its affairs to any of its members including, without limitation,
		information contained in the register of members and transfer books of the Company.
	32	Winding Up
Power to	32.1	If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by
distribute assets *in specie*		the court) the liquidator may, with the authority of a special resolution of the Company and any
following		other sanction required by the Companies Law divide among the members_in specie_or kind the
liquidation		whole or any part of the assets of the Company (whether the assets shall consist of property of one
		kind or shall consist of properties of different kinds) and may for such purpose set such value as
		he deems fair upon any property to be divided and may determine how such division shall be
		carried out as between the members or different classes of members. The liquidator may, with the
		like authority or sanction vest the whole or any part of such assets in trustees upon such trusts for
		the benefit of the members as the liquidator, with the like authority or sanction and subject to the
		Companies Law, shall think fit, and the liquidation of the Company may be closed and the
		Company dissolved, but so that no member shall be compelled to accept any assets, shares or other
		securities in respect of which there is a liability.

Distribution of	32.2	If the Company shall be wound up, and the assets available for distribution amongst the members
assets in liquidation		as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be
		distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to

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the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Service of process

32.3 In the event of a winding-up of the Company in Hong Kong, every member who is not for the time being in Hong Kong shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or the making of an order for the winding-up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong and stating that person’s full name, address and occupation upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee, whether appointed by the member or the liquidator, shall be deemed to be good personal service on such member for all purposes, and, where the liquidator makes any such appointment, he shall with all convenient speed give notice thereof to such member by advertisement as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as appearing in the register, and such notice shall be deemed to be service on the day following that on which the advertisement first appears or the letter is posted.

33 Indemnities

Indemnities of Directors and Officers

33.1 Every Director, Auditor or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred or sustained by him as a Director, Auditor or other officer of the Company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted.
33.2 Subject to the Companies Law, 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.

34 Financial Year

Financial year

The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.

– 54 –

35 Amendment of Memorandum and Articles

Amendment of

Memorandum and Articles

Subject to the Companies Law, the Company may at any time and from time to time by special resolution alter or amend the Memorandum and these Articles in whole or in part.

App 13 Part B

r.1

36 Transfer by Way of Continuation

Transfer by Way of Continuation

The Company shall, subject to the provisions of the Companies Law and with the approval of a special resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

37 Mergers and Consolidations

Mergers and Consolidations

The Company shall, with the approval of a special resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies Law), upon such terms as the Directors may determine.

– 55 –

AI assistant

HKBN Ltd. — Governance Information 2020

49841_rns_2020-12-14_29457097-6979-4979-8122-741904dbf979.pdf

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

HKBN LTD. 香港寬頻有限公司

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF HKBN LTD. 香港寬頻有限公司

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HKBN LTD. 香港寬頻有限公司

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF HKBN LTD. 香港寬頻有限公司

TABLE OF CONTENTS

THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

HKBN LTD. 香港寬頻有限公司

1 Exclusion of Table A

2 Interpretation

“ Close Associate ”

“ transfer office ”

“ writing ”

4 Register of Members and Share Certificates

5 Lien

7 Transfer of Shares

8 Transmission of Shares

10 Alteration of Capital

11 Borrowing Powers

13 Proceedings at General Meetings

Quorum

13.2D If it appears to the Chairman that:

Poll

14 Votes of Members

15 Registered Office

16 Board of Directors

Alternate Directors

Retirement by rotation

17 Managing Directors

18 Management

19 Managers

20 Proceedings of Directors

23 Capitalisation of Reserves

24 Dividends and Reserves

Power to declare dividends

OR

As to scrip election

25 Untraceable Members

26 Document Destruction

27 Annual Returns and Filings

Annual returns and filings

28 Accounts

29 Audit

When accounts to be deemed settled

30 Notices

Service of process

33 Indemnities

Indemnities of Directors and Officers

34 Financial Year

35 Amendment of Memorandum and Articles

Amendment of

Memorandum and Articles

36 Transfer by Way of Continuation

Transfer by Way of Continuation

37 Mergers and Consolidations

Mergers and Consolidations

More from HKBN Ltd.

HKBN Ltd. Governance Information 2020