HKBN Ltd. — Governance Information 2020

Oct 29, 2020

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

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1310)

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The board of directors (the ‘‘Board’’) of HKBN Ltd. (the ‘‘Company’’) announces that in order to provide flexibility to the Company in relation to the conduct of general meetings, the Board proposes that certain amendments to the existing Memorandum and Articles of Association (the ‘‘Memorandum and Articles of Association’’) of the Company (the ‘‘Proposed Amendment(s)’’) be made to allow the Company to hold general meetings as hybrid meetings where shareholders of the Company (the ‘‘Shareholders’’) may participate by means of electronic facilities in addition to physical attendance.

The Proposed Amendments also explicitly set out other related powers of the Board and the chairman of the general meeting, including making arrangements for attendance at the meetings as well as ensuring the security and orderly conduct of the meetings. Other minor amendments to the Memorandum and Articles of Association are also made to some house-keeping changes. Please refer to the Appendix for the details of the Proposed Amendments.

The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the annual general meeting of the Company to be held on Monday, 14 December 2020. A circular containing, among other things, details of the Proposed Amendments will be despatched to the Shareholders together with the 2020 Annual Report in November 2020.

By order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 29 October 2020

As at the date of this announcement, the Board comprises:

Executive Directors Mr. Chu Kwong YEUNG Mr. Ni Quiaque LAI

Independent Non-executive Directors Mr. Bradley Jay HORWITZ (Chairman) Mr. Stanley CHOW

Mr. Yee Kwan Quinn LAW, SBS, JP

Non-executive Directors Ms. Suyi KIM Mr. Zubin Jamshed IRANI Mr. Teck Chien KONG

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APPENDIX

Details of the Proposed Amendments are set out as follows:

No. Before Amendment(s) Proposed Amendment(s) THE COVER PAGE, HEADINGS AND MAIN BODY OF THE MEMORANDUM OF ASSOCIATION N/A THE COMPANIES LAW (2013 REVISION) THE COMPANIES LAW ~~(2013 REVISION)~~ (AS AMENDED) (All ‘‘THE COMPANIES LAW (2013 REVISION)’’ are changed to ‘‘THE COMPANIES LAW (AS AMENDED)’’ throughout the text.) 4 Except as prohibited or limited by the Companies Except as prohibited or limited by the Companies Law (2013 Revision), the Company shall have full Law ~~(2013 Revision)~~ (as amended), the Company power and authority to carry out any object not shall have full power and authority to carry out prohibited by any law as provided by Section 7(4) any object not prohibited by any law as provided of the Companies Law (2013 Revision) and shall by Section 7(4) of the Companies Law ~~(2013~~ have and be capable of from time to time and at all ~~Revision)~~ (as amended) and shall have and be times exercising any and all of the powers at any capable of from time to time and at all times time or from time to time exercisable by a natural exercising any and all of the powers at any time person or body corporate, irrespective of any or from time to time exercisable by a natural question of corporate benefit, in doing in any part person or body corporate, irrespective of any of the world whether as principal, agent, question of corporate benefit, in doing in any part contractor or otherwise whatever may be of the world whether as principal, agent, considered by it necessary for the attainment of its contractor or otherwise whatever may be objects and whatever else may be considered by it considered by it necessary for the attainment of as incidental or conducive thereto or consequential its objects and whatever else may be considered thereon, including, but without in any way by it as incidental or conducive thereto or restricting the generality of the foregoing, the consequential thereon, including, but without in power to make any alterations or amendments to any way restricting the generality of the this Memorandum of Association and the Articles foregoing, the power to make any alterations or of Association of the Company considered amendments to this Memorandum of Association necessary or convenient in the manner set out in and the Articles of Association of the Company the Articles of Association of the Company, and considered necessary or convenient in the manner the power to do any of the following acts or set out in the Articles of Association of the things, viz: to pay all expenses of and incidental to Company, and the power to do any of the the promotion, formation and incorporation of the following acts or things, viz: to pay all expenses Company; to register the Company to do business of and incidental to the promotion, formation and in any other jurisdiction; to sell, lease or dispose incorporation of the Company; to register the of any property of the Company; to draw, make, Company to do business in any other jurisdiction; accept, endorse, discount, execute and issue to sell, lease or dispose of any property of the promissory notes, debentures, debenture stock, Company; to draw, make, accept, endorse, loans, loan stock, loan notes, bonds, convertible discount, execute and issue promissory notes, bonds, bills of exchange, bills of lading, warrants debentures, debenture stock, loans, loan stock, and other negotiable or transferable instruments; loan notes, bonds, convertible bonds, bills of to lend money or other assets and to act as exchange, bills of lading, warrants and other guarantors; to promote other companies; to sell the negotiable or transferable instruments; to lend undertaking of the Company for cash or any other money or other assets and to act as guarantors; to consideration; to distribute assets in specie to borrow or raise money on the security of the members of the Company; to contract with persons undertaking or on all or any of the assets of the for the provision of advice, the management and Company including uncalled capital or without custody of the Company’s assets, the listing of the security; to invest monies of the Company in such

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
		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.	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.
	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 (2013 Revision) 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.	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 ~~(2013~~ ~~Revision)~~ (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 (2013 Revision) and, subject to the provisions of the Companies Law (2013 Revision) 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.	If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law ~~(2013 Revision) ~~(as amended) and, subject to the provisions of the Companies Law ~~(2013~~ ~~Revision)~~ (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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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	THE COVER PAGE, HEADINGS AND MAIN BODY OF THE ARTICLES OF ASSOCIATION
	N/A	THE COMPANIES LAW (2013 REVISION)	THE COMPANIES LAW ~~(2013 REVISION)~~ (AS AMENDED) (All ‘‘THE COMPANIES LAW (2013 REVISION)’’ are changed to ‘‘THE COMPANIES LAW (AS AMENDED)’’ throughout the text.)	~~2013REVISION~~
	Interpretation	‘‘Chairman’’ shall mean the Chairman presiding at any meeting of members or of the Board.	‘‘Chairman’’ shall mean the ~~Cc~~hairman presiding at any meeting of members or of the Board.
	Interpretation	‘‘Companies Law’’ shall mean the Companies Law (2013 Revision), 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 Law’’ shall mean the Companies Law ~~(2013 Revision) ~~(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.
	Interpretation (Newly added)	—	‘‘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 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.
	Interpretation (Newly added)	—	‘‘electronic communication’’ shall mean a
			communication sent, transmitted, conveyed or
			received by wire, by radio, by optical means, by
			electronic means or by other electron magnetic
			means in any form through any medium.
	Interpretation (Newly added)	—	‘‘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).
	Interpretation	‘‘electronic means’’ shall include sending or otherwise making available to the intended recipients of the communication in electronic format.	‘‘electronic means’’ shall include sending or otherwise making available to the intended recipients of ~~the communication in electronic~~ ~~format ~~an electronic communication.
			~~ormat ~~
Interpretation	Interpretation	‘‘Electronic Transactions Law’’ shall mean the Electronic Transactions Law (2003 Revision) of the 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.	‘‘Electronic Transactions Law’’ shall mean the Electronic Transactions Law ~~(2003 Revision) ~~(as amended) of the 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.

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	Interpretation (Newly added)	—	‘‘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.
	Interpretation (Newly added)	—	‘‘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.
	Interpretation (Newly added)	—	‘‘Meeting Location’’ shall have the meaning
			given to it in Article 13.2A.
	Interpretation (Newly added)	—	‘‘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.
	Interpretation (Newly added)	—	‘‘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.
	Interpretation (Newly added)	—	‘‘Principal Meeting Place’’ shall have the
			meaning given to it in Article 12.4.

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	Interpretation (Newly added)	—	‘‘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.
	4.12 Share certificates to be sealed	Every certificate for shares or debentures or representing any other form of security of the Company shall be issued under the seal of the Company, which shall only be affixed with the authority of the Board.	Every certificate for shares or debentures or representing any other form of security of the Company shall be issued under the seal or a facsimile thereof or with the seal printed thereon, 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.
	12.1 When annual general meeting to be held	The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse (or such longer period as the Exchange may authorise) between the date of one annual general meeting of the Company and that of the next. So 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.	The Company shall in each calendar year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse (or such longer period as the Exchange may authorise) between the date of one annual general meeting of the Company and that of the next. So long as the first annual general meeting of the Company is held within 18 months of its incorporation, it needs 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.

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No. Before Amendment(s) Proposed Amendment(s) 12.2 All general meetings other than annual general All general meetings other than annual general meetings shall be called extraordinary general meetings shall be called extraordinary general Extraordinary meetings. meetings. All general meetings (including an general meeting 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. 12.3 The Board may, whenever it thinks fit, convene The Board may, whenever it thinks fit, convene an extraordinary general meeting. General an extraordinary general meeting. General Convening of meetings shall also be convened on the written meetings shall also be convened on the written extraordinary requisition of any two or more members requisition of any two or more members general meeting deposited at the principal office of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the ceases to have such a principal office, the registered office specifying the objects of the registered office specifying the objects of the meeting and signed by the requisitionists, meeting and signed by the requisitionists, provided that such requisitionists held as at the provided that such requisitionists held as at the date of deposit of the requisition not less than date of deposit of the requisition not less than one-tenth of the paid up capital of the Company one-tenth of the paid up capital of the Company which carries the right of voting at general which carries the right of voting at general meetings of the Company. General meetings may meetings of the Company. General meetings may also be convened on the written requisition of also be convened on the written requisition of any one member which is a recognised clearing any one member which is a recognised clearing house (or its nominee(s)) deposited at the house (or its nominee(s)) deposited at the principal office of the Company in Hong Kong principal office of the Company in Hong Kong or, in the event the Company ceases to have such or, in the event the Company ceases to have such a principal office, the registered office specifying a principal office, the registered office specifying the objects of the meeting and signed by the the objects of the meeting and signed by the requisitionist, provided that such requisitionist requisitionist, provided that such requisitionist held as at the date of deposit of the requisition held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of not less than one-tenth of the paid up capital of the Company which carries the right of voting at the Company which carries the right of voting at general meetings of the Company. If the Board general meetings of the Company. If the Board does not within 21 days from the date of deposit does not within 21 days from the date of deposit of the requisition proceed duly to convene the of the requisition proceed duly to convene the meeting to be held within a further 21 days, the meeting to be held within a further 21 days, the requisitionist(s) themselves or any of them requisitionist(s) themselves or any of them representing more than one-half of the total representing more than one-half of the total voting rights of all of them, may convene the voting rights of all of them, may ~~convene the~~ general meeting in the same manner, as nearly as ~~general meeting in the same manner, as nearly as~~ possible, as that in which meetings may be ~~possible, as that in which meetings may be~~ convened by the Board provided that any meeting ~~convened by the Board~~ convene a physical so convened shall not be held after the expiration meeting at only one location which will be the of three months from the date of deposit of the Principal Meeting Place (as defined in Article requisition, and all reasonable expenses incurred 12.4) provided that any meeting so convened by the requisitionist(s) as a result of the failure shall not be held after the expiration of three of the Board shall be reimbursed to them by the months from the date of deposit of the Company. 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.

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	12.4 Notice of meetings	An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21 days’ notice in writing and any other extraordinary general meeting shall be called by not less than 14 days’ notice in writing. Subject 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 the time, place, and agenda of the meeting, 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.	An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21 days’ notice in writing and any other extraordinary general meeting shall be called by not less than 14 days’ notice in writing. Subject 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 ~~the time,~~ ~~place, and agenda of the meeting,~~ (a) the time and date of the meeting, (b) the place of the
					~~te tme,~~ the time
				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.
	13.2A Holding of meeting at one or more locations or as hybrid meeting (Newly added)	—	The Board may arrange for persons entitled to
			attend a general meeting to do so by
			simultaneous attendance and participation by
			means of electronic facilities at such location or
			locations (‘‘Meeting Location(s)’’) as may be
			determined by the Board. Any member or any
			proxy attending 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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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	13.2B (Newly added)	—	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
				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; 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; 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

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)		Proposed Amendment(s)
			(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 (Newly added)	—	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.
	13.2D (Newly added)	—	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
			(i) (ii)
				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 in the case of a hybrid meeting, electronic
				facilities being made available by the
				Company have become inadequate; or

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)		Proposed Amendment(s)
			(iii) (iv) then,	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
				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, 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 (Newly added)	—	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.

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	13.2F (Newly added)	—	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 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
			(i)
				(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

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No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)		Proposed Amendment(s)
			(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 (Newly added)	—	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 (Newly added)	—	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.
	13.3 When if quorum not present meeting to be dissolved and when to be adjourned	If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board, 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.	If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and ~~place~~ (where applicable) such place(s) and in such form and manner
					form and manner
			referred to in Article 12.4 as shall be decided by the Board, 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.

– 13 –

No.	No.		Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	13.4 Chairman of general meeting	The chairman of the board of Directors shall take the chair at every general meeting, or, if there be 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 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 of the board of Directors shall take the chair at every general meeting, or, if there be no such ~~cC~~hairman or, if at any general meeting such ~~cC~~hairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors 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.
	13.5 Power to adjourn general meeting/ business of adjourned meeting	The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.	Subject to Article 13.2A, ~~Tt~~he Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time ~~and from place to place~~ (or indefinitely) and/or from place to place(s) and/or from one
			form to another (a physical 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 ~~hlhddhhfhdd~~
			~~te pace, te ay an te our o te ajourne~~ ~~meeting~~ 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.

– 14 –

No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	Before Amendment(s)	Proposed Amendment(s)
13.11 Minutes/ written resolutions	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.	Any signature of the Chairman to any minutes of
		the general meeting may be made electronically,
		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.
20.1 Meetings of Directors/ Quorum etc.	The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in any part of the world and may determine the quorum 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.	The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in any part of the world and may determine the quorum 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
			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.

– 15 –

No.	No.		Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	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 or by the chairman of the succeeding meeting.	Any such minutes of 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.

– 16 –

No.	No.		Proposed Amendment(s)	Proposed Amendment(s)	Proposed Amendment(s)
	No.	Before Amendment(s)	Proposed Amendment(s)
	20.13 Directors’ resolutions	Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every 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 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 the foregoing, a resolution in writing shall not be valid and effective if the resolution relates to any matter or business in which a substantial shareholder of the Company (as defined in the Listing Rules from time to time), or a Director, has an interest conflicting with that of the Company which the Board determines, prior to the passing of such resolution, to be material.	Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every 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~~ ~~the~~ ~~foregoing,~~ ~~a~~ ~~liiiihllblidd~~
			~~resouton n wrtng sa not e va an~~ ~~ffiifhlil~~
			~~eectve te resouton reates to any matter or~~ ~~biihihbilhhldfh~~
			~~usness n wc a sustanta sareoer o te~~ ~~CdfidihLiiRlf~~
			~~ompany (as ene n te stng ues rom~~ ~~iiDihi~~
			~~tme to tme), or a rector, as an nterest~~ ~~fliiihhfhChihh~~
			~~conctng wt tat o te ompany wc te~~ ~~Bddiihifh~~
			~~oar etermnes, pror to te passng o suc~~ ~~resolution, to be material.~~ 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.
			(i) (ii)
				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 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.

– 17 –