NEW MEMORANDUM

(As amended by Resolutions passed on 29[th] June, 1988, 16[th] November, 1991 and 2[nd] June, 1992)

AND

NEW ARTICLES OF ASSOCIATION

(As adopted by Special Resolution passed on 29[th] May, 1995)

OF

China Strategic Holdings Limited 中策集團有限公司

(Name Changed on 5[th] December, 2000)

Incorporated the 22[nd] day of September, 1972.

Reprinted by IFN FINANCIAL PRESS LIMITED 4[th] Floor, Chinachem Tower 34-37 Connaught Road, Central Hong Kong

THE COMPANIES ORDINANCE (CHAPTER 32)

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Company Limited by Shares

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Hong Kong Stamp Duty $2.00 19-9-72

MEMORANDUM OF ASSOCIATION

(As amended by Resolutions dated

29[th] June, 1988, 16[th] November, 1991, 2[nd] June, 1992, 27[th] June, 1994

27[th] June, 1996, 18[th] September, 1997, 27[th] June, 2000, 5[th] December, 2000 and 18[th] June, 2001)

OF CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

(Name changed on 5[th] December, 2000)

_________

First:- The Name of the Company is “CHINA STRATEGIC HOLDINGS LIMITED 中策集團有限公司 ”.

Changed by Special Resolution passed on 5[th] December, 2000

Second: - The registered office of the Company will be situated in the Colony of Hong Kong.

Third: - The objects for which the Company is established are:-

To carry on the business of a holding company in all its branches and to co-ordinate the policy and administration of any subsidiary company or companies or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled by the Company.

Added on 29[th] June, 1988

To purchase for investment or resale, and to traffic in land and house and other property of any tenure or description and any interest therein, and to create, sell, and deal in freehold and leasehold ground rents, and to make advances upon the security of land or house or other property, or any interest therein, and generally to deal in, traffic by way of sale, lease, exchange, or otherwise with land and house property and any other property whether real or personal.
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To develop and turn to account any land acquired by or in which the Company is interested, and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up, and improving buildings, and by planting, paving, draining, farming, cultivating, letting in building lease or building agreement, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
To carry on, business as capitalists, financiers, concessionaries, and merchants, and to undertake and carry on execute all kinds of financial, commercial, trading and other operations, and to advance, deposit, or lend money, securities, and property to and with such persons and on such terms as may seem expedient; to discount, buy, sell and deal in currencies, bills, notes, warrants, coupons, and other negotiable or transferable securities or documents.
To act as agents for the investment, loan, payment, transmission, and collection of money, and for the purchase, sale, improvement, development and management of property including business concerns and undertakings, and generally to transact and undertake all kinds of agency business, whether in respect of commercial, or financial matters, and to guarantee and become liable for the payment of money or for the performance of any obligations, and to transact all kind of agency business, either gratuitously or otherwise.
To finance and take part in the floatation and registration of any company or corporation and the placing of its capital or securities or other issues and in particular but so as not to limit the generality of the foregoing to promote or join in the promotion of any subsidiary or other company having objects wholly or in part similar to those of this Company, or whose objects shall include the acquisition and the taking over of all or any of the assets and liabilities of or shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company and to subscribe for, acquire and hold shares, stocks or securities of, and guarantee the payment of any securities issued by any such company.
To establish, construct, improve, maintain, develop, manage, work, control, carry out, and superintend bonded warehouse, warehouse, godowns, stores, shops, offices, flats, houses,
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buildings and other works and conveniences of all kinds which may seem calculated directly or indirectly to advance the Company’s interests or conducive to the objects of the Company, and to contribute or otherwise assist or take part in the construction, maintenance, development, management, carrying out, working, control and superintendence thereof.

To carry on the business of hotel, restaurant, café, beerhouse, cocktail lounge, bar, night club, refreshment-room, and lodging-house and apartment keepers, licensed victuallers, wine, beer, and spirit merchants, brewers, maltsters, distillers, importers and manufacturers of aerated, mineral, and artificial waters and other drinks, purveyors, caterers for public amusements generally, proprietors of motor and other vehicles, garage properties, livery-stable keepers, jobmasters, farmers, dairyman, ice merchants, importers and brokers of food, live and dead stock, and colonial and foreign produce of all descriptions, hair–dressers, perfumers, chemists, proprietors of clubs, baths, dressing rooms, laundries, reading, writing and newspaper rooms, libraries, grounds, and places of amusement, recreation, sport entertainment, and instruction of all kinds , tobacco and cigar merchants, agents for railways, and shipping companies and carriers, theatrical and opera box office proprietors, entrepreneurs and general agents, and any other business which can be conveniently carried on in connection therewith.
To carry on the business of wine, spirit, beer, mineral and aerated water, tobacco, cigar and cigarette merchants and retailers, confectioners, florists, and restaurant and refreshment room keepers or proprietors, or any of such businesses.
To carry on the business of proprietors and managers of theatres, cinemas, picture-palaces and concert-halls, and to provide for the production, representation, and performance, whether by mechanical means or otherwise of operas, stage plays, operattas, burlesques, vaudevilles, revues, ballets, pantomimes, spectacular pieces, promenade and other concerts, and other musical and dramatic performances and entertainments.
To manufacture films and other appliances and machines in connection with mechanical reproduction or transmission of pictures, movement, music and sounds, and to organise and conduct theatrical productions and entertainments of all kinds.
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To enter into agreements with authors or other persons for the dramatic or other rights or opera, plays, films, operettas, burlesques, vaudevilles, revues, ballets, pantomimes, spectacular pieces, musical compositions, and other dramatic and musical performances and entertainments, or for the representation thereof in the Colony of Hong Kong and elsewhere, as well as of foreign rights, and to enter into engagements of all kinds with artists and other persons.
To carry on the business of importers, exporters, commission agents and general traders, and to buy, sell, import, export, manipulate and prepare for market, and deal in goods and merchandise of all descriptions, both wholesale and retail, and to transact every kind of agency business, and to undertake the business of manufacturers’ representatives.
To sell, mortgage, charge, lease or let, accept surrender of, divide or make partition of, exchange, surrender to any government or authorities supreme, municipal, local or otherwise, or to any other person or persons, or to grant rights of way over all or any of the lands, hereditaments and premises of the Company or any part or parts thereof respectively.
To carry on any other business whatsoever, and in particular but so as not to limit the generality of the foregoing such other business or businesses as may seem to the Company capable of being conveniently carried on in connection with the business of the Company, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s properties or rights.
To acquire and undertake the whole or any part of the business, property, and liabilities of any person, firm or company carrying on any business which the Company is authorised to carry on, or possessed of property suitable for the purposes of this Company.
To enter into partnership or into any arrangement for sharing profits, union of interests, co-operations, joint adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in, or about to carry on or engage in, any business or transaction, which this Company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit this Company.
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To take, or acquire by subscription, purchase or otherwise, and accept, take, hold and sell shares, stocks, debentures or debenture stock or any interest whatsoever in any company, or undertaking, irrespective of whether the objects of which shall be similar to those of this Company or not.
To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects, or any of them, and to obtain from any such government or authority, any rights, privileges and concession which the Company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights privileges and concessions.
To establish and support or aid in the establishment and support of association, institutions, funds, and conveniences calculated to benefit employees or exemployees of the Company or the dependants or connections of such persons, and to grant pensions and allowance, and to make payments towards insurance, and to subscribe or guarantee money for charitable for benevolent objects, or for any exhibition, or for any public, general or useful object.
To promote any company or companies for the purpose of acquiring all or any of the property rights and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company.
To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined.
To lend money to such persons or companies and on such persons or companies and on such terms as may seem expedient, and in particular to customers and other having dealings with the Company, and to guarantee the performances of contracts by any such persons or companies, and/or to advance and lend money on the security of land, buildings, hereditaments and premises of any tenure or description, shares, securities, merchandise and other property upon such terms as may be arranged.
To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debenture, perpetual or otherwise, charged upon all or
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any of the Company’s property (both present and future) including its uncalled capital, and to purchase, redeem or pay off any such securities.

To guarantee or given indemnities or provide security, whether by personal convenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by all or any such methods, and whether with or without consideration, for the performance of any contracts or obligations, and the payment of capital or principal (together with any premium) and dividends or interest on any shares, debentures, or other securities, of, and otherwise to support and assist, any person, firm or company including (without limiting the generality of the foregoing) any company which is for the time being a holding company of the Company or another subsidiary of any such holding company or its otherwise allied to or associated with the Company or any such subsidiary or holding company in business or otherwise, but so that nothing in this Clause shall authorise the carrying on by the Company of an insurance business and so that (without prejudice to the construction of any other Clause hereof) this Clause shall be construed both as a separate and independent object of the Company and as a power ancillary to the other objects of the Company.

Added on 29[th] June, 1988

To receive money on deposit with or without allowance of interest thereon.
To remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing or any of the shares in the Company’s capital, or any debentures, debenture stock, or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.
To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
To sell or dispose of the undertaking of the Company or any part thereof, for such consideration as the Company may think fit to accept, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Company.
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To pay for all or any part of property, rights or interest of any kind purchased or acquired by the Company either in shares or in cash or partly in shares or partly in cash, or in any other manner.
To obtain all powers and authorities necessary for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.
To procure the Company to be registered or recognised in any country or place outside Hong Kong.
To establish branch or branches in any territory or territories outside Hong Kong.
To amalgamate with any other company having objects altogether or in part similar to those of this Company.
To distribute in specie or otherwise as may be resolved any property or assets of the Company among its members and particularly the shares, debentures or other securities of any other company formed to take over the whole or any part of the assets or liabilities of this Company.
To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account, or otherwise deal with, all or any part of the property and rights of the Company.
To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, and to subscribe to any association or fund for any such purposes.
To do all or any of the above things in any part of the world and as principals, agents, contractors, trustees, or otherwise, and by or through trustees, agents, or otherwise, and either alone or in conjunction with other or others.
To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

And it is hereby declared that the word “company” in this clause, except where used in reference to this Company, shall be deemed to include

any partnership or other body of person, whether incorporated or not incorporated, and wheresoever domiciled, and the intention is that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

Fourth:- The liability of the members of the Company is limited.

Fifth:- The capital of the Company is HK$800,000,000.00, divided into 8,000,000,000 shares of HK$0.10 each.

Amended on 29[th] June, 1988, 16[th] November, 1991, 2[nd] June, 1992, 20[th] July, 1992, 27[th] June, 1996, 18[th] September, 1997 and 18[th] June, 2001

Sixth:- The capital of the Company may be increased, and any of the original shares and any new shares, from time to time to be created, may, from time to time, be divided into such classes with such preferential, deferred, or special rights, privileges or conditions and other special incidents as may be prescribed or determined upon by or in accordance with the Articles of Association and Regulations of the Company for the time being or otherwise.

Dividends may be paid in cash or by the distribution of specific assets or otherwise as provided by the Articles of Association of the Company and/or Regulations of the Company for the time being or otherwise.

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

==> picture [363 x 253] intentionally omitted <==

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

Number of Shares
Names, Addresses and Descriptions of Subscribers taken by each
Subscriber
(Sd.) 梁植偉
(LEUNG CHIK WAI)
56, Old Peak Road, 5/F 1
Hong Kong
Company Director
(Sd.) JIM SHING
1A, Shiu Fai Terrace, 1/F, 1
Stubbs Road,
Hong Kong
Company Director
Total Number of Shares Taken… 2
----- End of picture text -----

Dated the 19[th] day of September, 1972. WITNESS to the above signatures:

(Sd.) WILLIAM KWAN Solicitor HONG KONG

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THE COMPANIES ORDINANCE (CHAPTER 32)

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Company Limited by Shares

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NEW ARTICLES OF ASSOCIATION

(As adopted by Special Resolution passed on 29[th] May, 1995)

OF

CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

(Name changed on 5[th] December, 2000)

___

Table A

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

Other regulations excluded.

Interpretation

The marginal notes to these Articles shall not affect the interpretation of these Articles, unless there be something in the subject or context inconsistent therewith:-

“Hong Kong” shall mean Hong Kong and its dependencies;

Interpretation.

Hong Kong.

“the Company” or “this Company” shall mean CHINA STRATEGIC HOLDINGS LIMITED 中策集團有限公司 ;

the Company.

“the Companies Ordinance” or “the Ordinance” shall mean the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and any amendments thereto or re-enactment thereof for the time being in force and includes every other ordinance incorporated therewith or substituted therefore;

“Corporate Communication” shall mean any information issued or to be issued by the Company to its members for their information or action and shall have the meaning ascribed to it in the Listing Rules and shall include but not be limited to:

Companies Ordinance. the Ordinance.

Corporate Communication As amended by resolutions dated 30 May 03

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(1) the Annual Report;
(2) the interim report;
(3) the summary financial report;
(4) notice of meetings;
(5) listing documents; and
(6) any circulars or other documents required by the Listing Rules to be sent to the Company’s members.

“these Articles” or “these presents” shall mean the present articles of association of the Company and all supplementary, amended or substituted articles for the time being in force;

“Annual Report” shall include a consolidated profit and loss account for the period, in the case of the first account, since the incorporation of the Company and , in any other case, since the preceding account, together with a consolidated balance sheet as at the date to which the consolidated profit and loss account is made up and a Directors’ report with respect to the consolidated 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, and an Auditors’ report on such accounts prepared pursuant to Article 158;

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

“share” shall mean share in the Capital and includes stock except where a distinction between stock and shares is expressed or implied;

“shareholders” or “members” shall mean the duly registered holders from time to time of the shares in the Capital;

“summary financial report” shall have the meaning as set out under section 2(1) of the Companies Ordinance;

“the register” shall mean the register of members to be kept pursuant to the provisions of the Companies Ordinances;

these Articles. these presents.

Annual Report.

As amended by resolutions dated 30 May 03

capital.

share.

shareholders. members.

summary financial report. As amended by resolutions dated 30 May 03

the register.

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

Directors. Board.

“Secretary” shall mean the secretary of the Company for Secretary. the time being performing the duties of that office;

“Auditors” shall mean the auditors of the Company for the time being performing the duties of that office;

Auditors.

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

the Chairman.

“associate” shall have the same meaning as that set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

Associate.

“seal” shall mean the common seal or any other official seal from time to time of the Company;

seal.

“dividend” shall include bonus;

dividend.

“dollars” shall mean dollars legally current in Hong Kong;

“electronic communication” shall mean any Corporate Communication sent by electronic means;

dollars.

electronic communication. As amended by resolution dated 30 May 03

“electronic means” shall mean the transmission of any Corporate Communication from the Company in any form through electronic media (including electronic mail or publication on the Company’s website);

electronic means.

“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 Signature.

“Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;

Listing Rules.

“month” shall mean a calendar month;

month.

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“writing” or “printing” shall include writing, printing, lithography, photography, type-writing and every other mode of representing words or figures in a legible and nontransitory form and, only where used in connection with a notice served by the Company by electronic means on members or other persons entitled to receive notices hereunder, shall also include a record maintained through an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

writing. printing. As amended by resolutions dated 30 May 03

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

singular and plural.

words importing either gender shall include the other gender. gender and the neuter; and

words importing persons or the neuter shall include persons. companies. companies and corporations.

Subject as aforesaid, any words defined in the Ordinance shall, if not inconsistent with the subject and/or context, bear the same meanings in these Articles.

Words in the Ordinance to bear same meaning in Articles.

Share Capital and Modification of Rights

The capital of the Company at the date of the adoption of these Articles is HK$400,000,000 divided into 800,000,000 shares of HK$0.50 each.

Capital.

Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Directors may determine) and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the Company is liable, to be redeemed.

Issue of shares.

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(A) The Directors may issue warrants to subscribe for any classes of shares or securities of the Company on such terms as may be approved from time to time by shareholders in general meeting (unless such warrants are issued by the Directors under the authority of a general mandate granted to them by shareholders in general meeting).
(B) Where warrants are issued to bearer, no new warrant shall be issued to replace the one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in satisfactory form with regard to the issue of any such new warrant.
If at any time the share capital is divided into different class of shares, the rights attached to any class (unless otherwise provided for by terms of issue of the shares of that class) may, subject to the provisions of section 64 of the Ordinance, be varied, modified or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provision of these Articles relating to general meetings shall mutates mutandis apply, but so that the necessary quorum at such meeting (other than an adjourned meeting) shall be two persons at least holding or representing by proxy one third in nominal value of the issued shares of that class and at an adjourned meeting one person holding shares of that class or his proxy, and that any holders of shares of the class present in person or by proxy may demand a poll.

How rights of shares may be modified.

Shares and Increase of Capital

(A) Subject to 7(B), the Company shall not give, whether directly or indirectly, and whether by means purchase of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of any shares in the Company, provided that nothing in these Articles shall prohibit transactions not prohibited by the Companies Ordinance.
Company not to finance own shares.
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(B) Subject to and in accordance with all applicable laws, the Company may purchase or otherwise acquire its own securities. Such powers shall be exercisable by the Board upon such terms and subject to such conditions as they think fit. Purchases not made through the market or by tender shall be limited to a maximum price as determined by the Company in general meeting.

Repurchase of securities.

8.	The Company in general meeting may from time to time, whether or not all the shares for the time being authorised	Power to increase capital.
	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 the 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.
9.	Any new shares shall be issued upon such terms and conditions and with such rights and privileges attached	On what conditions new shares may be issued.
	thereto as the general meeting resolving upon the creation
	thereof shall direct and, if no direction be given, subject to
	the provisions of the Companies Ordinance and of these
	Articles, as the Directors shall determine; and in particular
	such shares may be issued with a preferential or qualified
	right to dividends and in the distribution of assets of the
	Company and with a special or without any right of voting.
10.	Except so far as otherwise provided by the conditions of issue or by these Articles, any Capital increased by the	New Shares to form part of original capital.
	creation of new shares shall be treated as if it formed part
	of the original Capital and such shares shall be subject to
	the provisions contained in these Articles with reference to
	the payment of calls and instalments, transfer and
	transmission, forfeiture, lien, cancellation, surrender,
	voting and otherwise.
11.	Subject to the provisions of the Companies Ordinance and of these Articles relating to new shares, all unissued shares	Shares at the disposal of the Board.
	shall be at the disposal of the Board, which may allot, grant
	options over or otherwise dispose of them to such persons,
	at such times and on such terms as the Board shall in its
	absolute discretion think fit, but so that no shares shall be
	issued at a discount, except in accordance with the
	provisions of the Companies Ordinance.

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12.	The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether	Company may pay commissions.
	absolutely or conditionally) for any shares or procuring or
	agreeing to procure subscriptions (whether absolute or
	conditional) for any shares, but so that the conditions and
	requirements of the Companies Ordinance shall be
	observed and complied with, and in each case the
	commission shall not exceed ten per cent. of the price at
	which the shares are issued.
13.	If any shares are issued for the purchase of raising money to defray the expenses of the construction of any capital	Power to charge interest to capital.
	works or buildings or the provision of any plant which
	cannot be made profitable for a lengthened period, the
	Company may pay interest on so much of such share
	capital as is for the time being paid up for the period and
	subject to the conditions and restrictions mentioned in the
	Companies Ordinance, and may charge the sum so paid by
	way of interest to capital as part of the cost of construction
	of the works or buildings or the provision of plant.
14.	Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent	Company not to recognize trusts in respect of shares.
	jurisdiction, no person shall be recognized by the Company
	as holding any share upon any trust and the Company shall
	not be bound by or be compelled in any way to recognize
	(even when having notice thereof) any equitable,
	contingent, future or partial interest in any share or any
	interest in any fractional part of a share or any other rights
	in respect of any share except and absolute right to the
	entirety thereof in the registered holder.

Register of Members and Share Certificates

(A) The Directors shall cause to be kept a register of the Share register. members and there shall be entered therein the particulars required under the Companies Ordinance.
(B) Subject to the provisions of the Companies Ordinance, if the Directors consider it necessary or appropriate, the Company may establish and maintain a branch register of members at such location outside Hong Kong as the Directors think fit.
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Every person whose name is entered as a member in the Share certificates. register shall be entitled without payment to receive, within the relevant time limit as prescribed in the Companies Ordinance or as The Stock Exchange of Hong Kong Limited may from time to time determine, whichever is shorter, after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide), one certificate for all his shares 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 a stock exchange board lot, upon payment, in the case of a transfer, of HK$2 for every certificate after the first or such lesser sum as the Directors shall from time to time determine, such number of certificates for share in stock exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. 17. Every certificate for shares or debentures or representing Share certificate to be sealed. any other form of security of the Company shall be issued under the seal which for this purpose may be any official seal as permitted by Section 73A of the Ordinance. 18. Every share certificate hereafter issued shall relate to only Every certificate to specify number of one class of shares and shall specify the number of shares shares. in respect of which it is issued and the nominal amount paid thereon and may otherwise be in such form as the Directors may from time to time prescribe. 19. (A) The Company shall not be bound to register more than Joint holders. four persons as joint holders of any share.
(B) If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the share.
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If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding HK$2 and on such terms and conditions, if any, as to publication of notices, evidence and indemnity, as the Directors think fit.

Replacement of shares certificates.

Lien 21. The Company shall have a first and paramount lien on Company’s lien. every share (not being a fully paid up share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a single member for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company’s lien (if Lien extends to any) on a share shall extend to all dividends and bonuses dividends and bonuses. declared in respect thereof. The Directors may resolve that any share shall for some specified period be exempt wholly or partially from the provisions of this Article. 22. The Company may sell in such manner as the Directors Sales of shares subject to lien. think fit any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfillment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled by reason of such holder’s death or bankruptcy to the shares.

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The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability on engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
Application of proceeds of sale.

	Calls on Shares
24.	The Directors may from time to time make such calls as	Calls.
	they may think fit upon the members in respect of any
	monies unpaid on the shares held by them respectively 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.	Instalments.
25.	Fourteen day’s notice at least of any call shall be given	Notice of call.
	specifying the time and place of payment and to whom
	such call shall be paid.
26.	A copy of the notice referred to in Article 25 shall be sent to members in the manner in which notices may be sent to	Copy of notice to be sent to member.
	members by the Company as herein provided.
27.	Every member upon whom a call is made shall pay the appointed time pay call amount of every call so made on	Every member liable to at and place.
	him to the person and at the time or times and place or
	places as the Directors shall appoint.
28.	Notice of the person appointed to receive payment of every call and of the times and places appointed for payment may	Notice of call may be advertised.
	be given to the members by notice to be inserted once in the Hong Kong Government Gazette and once in English	As amended by resolutions dated 30 May 03
	in at least one English language newspaper and in Chinese
	in at least one Chinese language newspaper, being in each
	case a newspaper published daily and circulating generally

20 -

	-20-
	in Hong Kong as specified in the list of newspapers issued
	and published in the Hong Kong Government Gazette for
	the purposes of Section 71A of the Companies Ordinance
	and/or, subject to the Listing Rules, in the manner in which
	notices may be served by the Company as herein provided.
29.	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was	When call deemed to have been made.
	passed.
30.	The joint holders of a share shall be severally as well as	Liability of joint holders.
	jointly liable for the payment of all calls and instalments
	due in respect of such share or other moneys due in respect
	thereof.
31.	The Directors may from time to time at their discretion extend the time fixed for any call, and may extend such	Board may extend time fixed for call.
	time as to all or any of the members, whom from residence
	outside Hong Kong or other cause the Directors may deem
	entitled to any such extension but no member shall be
	entitled to any such extension except as a matter of grace
	and favour.
32.	If the sum payable in respect of any call or instalment be	Interest on unpaid calls.
	not paid on or before the day appointed for payment
	thereof, the person or persons from whom the sum is due
	shall pay interest for the same at such rate not exceeding
	twenty per cent. per annum as the Board shall fix from the
	day appointed for the payment thereof to the time of the
	actual payment, but the Board may waive payment of such
	interest wholly or in part.
33.	No member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another	Suspension of privileges while call unpaid.
	member) at any general meeting, either personally or by
	proxy, or be reckoned in a quorum, or to exercise any other
	privilege as a member until all calls or instalments due
	from him to the Company, whether alone or jointly with
	any other person, together with interest and expenses (if
	any) shall have been paid.
34.	On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be	Evidence in action for call.
	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

21 -

	-21-
	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, but
	the proof of the matters aforesaid shall be conclusive
	evidence of the debt.
35.	Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether	Sums payable on allotment deemed a call.
	on account of the nominal value of the share and/or by way
	of premium, shall for all purposes of these Articles be
	deemed to be a call duly made and payable on the date
	fixed for payment, and in case of non-payment all the
	relevant provisions of these Articles as to payment of
	interest and expenses, forfeiture and the like, shall apply as
	if such sums had become payable by virtue of a call duly
	made and notified.
36.	The Directors may, if they think fit, receive from any member willing to advance the same, and either in money	Payment of calls in advance.
	or money’s worth, all or any part of the money uncalled
	and unpaid or instalments payable upon any shares held by
	him, and upon all or any of the moneys so advanced the
	Company may pay interest at such rate (if any) as the
	Directors may decide but any amount paid up in advance of
	calls on any share shall not entitle the member to
	participate in respect thereof in a dividend subsequently
	declared. The Directors may at any time repay the amount
	so advanced upon giving to such member not less than one
	month’s notice in writing of their intention in that behalf,
	unless before the expiration of such notice the amount so
	advanced shall have been called up on the shares in respect
	of which it was advanced.
	Transfer of Shares
37.	All transfers of shares may be effected by transfer in writing in	Form of transfers.
	the usual common form or in such other form as the Directors	As amended by
	may accept and may be under hand only. In the case of a	resolutions dated
	corporate transferor or transferee, the transfer may be executed	27 Jun 96
	by such mechanical form of signature as the Board may approve
	in the case of any particular company subject to such conditions
	as the Board may think fit to impose. All instruments of transfer	Executive of transfer.
	must be left at the registered office or at such other place as the
	Directors mayappoint.

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	-22-
38.	The instrument of transfer of any share shall be executed	Execution of transfer.
	by or on behalf of the transferor or transferee, and the
	transferor shall be deemed to remain the holder of the share
	until the name of the transferee is entered in the register in
	respect thereof. Nothing in these Articles shall preclude
	the Board from recognising a renunciation of the allotment
	or provisional allotment of any share by the allottee in
	favour of some other person.
39.	The Directors may, in their absolute discretion, and without assigning any reason, refuse to register a transfer of any	Directors may refuse to register a transfer.
	share (not being a fully paid up share) to a person of whom
	it does not approve, and it may also refuse to register any
	transfer of any share to more than four joint holders or any
	transfer of any share (not being a fully paid up share) on
	which the Company has a lien.
40.	If the Board shall refuse to register a transfer of any share,	Notice of refusal.
	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.
41.	The Directors may also decline to recognise any instrument of transfer unless:-	Requirements as to transfer.

(i) A fee of HK$2 or such other sum as permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time is paid to the Company in respect thereof;
(ii) The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
(iii) The instrument of transfer is in respect of only one class of share; and
(iv) The instrument of transfer is properly stamped.
No transfer shall be made to an infant or to a person of unsound mind or under other legal disability.

No transfer to an infant etc.

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	-23-
43.	Upon every transfer of shares the certificate held by the	Certificate of transfer.
	transferor shall be given up to be cancelled, and shall
	forthwith be cancelled accordingly, and a new certificate
	shall be issued without charge 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 without charge. The Company shall also
	retain the transfer.
44.	The registration of transfers may be suspended and the register closed at such times and for such periods as	When transfer books and register may be closed.
	Directors may from time to time determine, provided
	always that such registration shall not be suspended or the
	register closed for more than thirty days in any year or,
	with the approval of the Company in general meeting, sixty
	days in any year.
	Transmission of Shares
45.	In the case of the death of a member, the survivor or survivors where the deceased was a joint holder and the	Death or registered holder or of joint holder of shares.
	legal personal representatives of the deceased where he
	was a sole holder, shall be the only persons recognized 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.
46.	Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such	Registration of personal representatives and trustee in bankruptcy.
	evidence as to his title being produced as may from time to
	time be required by the Directors, and subject as
	hereinafter provided, elect either to be registered himself as
	holder of the share or to have some person nominated by
	him registered as the transferee thereof.
47.	If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company	Notice of election to be registered.
	a notice in writing signed by him stating that he so elects.
	If he shall elect to have his nominee registered, he shall
	testify his election by executing to his nominee a transfer	Registration of nominee.
	of such share. All the limitations, restrictions and
	provisions of these presents relating to the right to transfer
	and the registration of transfers of shares shall be

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	-24-
	applicable to any such notice or transfer as aforesaid as if
	the death or bankruptcy of the member had not occurred
	and the notice or transfer were a transfer executed by such
	member.
48.	A person becoming entitled to a share by reason of the death, bankruptcy or winding-up of the holder shall be	Retention of dividends etc. until transfer or transmission of shares of
	entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder	a deceased or bankrupt member.
	of the share. However, the Directors may, if they think fit,
	withhold the payment of any dividend payable or other
	advantages in respect of such share until such person shall
	become the registered holder of the share or shall have
	effectually transferred such share, but, subject to the
	requirements of Article 86 being met, such a person may
	vote at a meeting.
	Forfeiture of Shares
49.	If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may,	If call or instalment not paid notice may be given.
	at any time thereafter during such time as any part thereof
	remains unpaid, without prejudice to the provisions of
	Article 33, serve a notice on him requiring payment of so
	much of the call or instalment as is unpaid, together with
	any interest which may have accrued and which may still accrue up to the date of actual payment.	Form of notice.
50.	The notice shall name a further day (not earlier than the
	expiration of fourteen days from the date of service of the
	notice) on or before which 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 appointed, the shares in
	respect of which the call was made will be liable to be
	forfeited.
51.	If the requirements of any such notice as aforesaid are, not complied with, any share in respect of which the notice has	If notice not complied with shares may be forfeited.
	been given may at any time thereafter, before the payment
	required by the notice has been made, the forfeited by a
	resolution of the Directors 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.

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Forfeited shares to be deemed property of Company.

Any share so forfeited shall be deemed to be the property Forfeited shares to be deemed property of of the Company, and may be sold or otherwise disposed of Company. on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 53. A person whose shares have been forfeited shall cease to Arrears to be paid notwithstanding be a member in respect of the forfeited shares, but shall, forfeiture. notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding twenty per cent. per annum as the Directors may prescribe, and the Directors may enforce the payment thereof it they think fit, and without any deduction or allowance for the value of the shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived by 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. 54. A statutory declaration in writing that the declarant is a Evidence of forfeiture. Director or Secretary of the Company, and that a share in 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 sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
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55.	When any share shall have been forfeited, notice of the	Notice after forfeiture.
	resolution shall be given to the member in whose name it
	stood immediately prior to the forfeiture, and an entry of
	the forfeiture, with the date thereof, shall forthwith be
	made in the register.
56.	Notwithstanding any such forfeiture as aforesaid the Directors may at any time, before any shares so forfeited	Power to redeem forfeited shares.
	shall have been sold, re-allotted, 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 they think fit.
57.	The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable	Forfeiture not to prejudice Company’s right to call or
	thereon.	instalment.
58.	The provision of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms	Forfeiture for non- payment of any sum due on shares.
	of issue of a share, becomes payable at a fixed time,
	whether on account of the nominal value of the share or by
	way of premium, as if the same had been payable by virtue
	of a call duly made and notified.
	(A) The Company may, upon and by the authority of such	Repurchase of securities.
	resolution as required by the Ordinance, purchase its
	own shares and/or warrants for any purpose and
	directly or indirectly, or by means of a loan,
	guarantee, the provision of security or otherwise, give
	financial assistance for the purpose of the acquisition
	by any person of shares in the Company, in each case
	in the manner and to the extent permitted by the
	Ordinance and subject to compliance with the
	applicable provisions thereof and any relevant rules or
	regulations prescribed by The Stock Exchange of
	Hong Kong Limited or the Securities and Futures
	Commission in Hong Kong from time to time.
	Stock
59.	The Company may by ordinance resolution convert any paid up shares into stock, and may from time to time by	Power to convert into stock.
	like resolution reconvert any stock into paid up shares of
	any denomination.

27 -

60.	The holders of stock may transfer the same or any part	Transfer of stock.
	thereof in the same manner, and subject to the same
	regulations as and subject to which the shares from which
	the stock arose might prior to conversion have been
	transferred or as near thereto as circumstances admit, but
	the Directors may from time to time, if they think fit, fix
	the minimum amount of stock transferable and restrict or
	forbid the transfer of fractions of that minimum, but so that
	such minimum shall not exceed the nominal amount of the
	shares from which the stock arose. No warrants to bearer
	shall be issued in respect of any stock.
61.	The holders of stock shall, according to the amount of the	Rights of stockholders.
	stock held by them, have the same rights, privileges and
	advantages as regards dividends, participation in assets on
	a winding up, voting at meetings, and other matters, as if
	they held the shares from which the stock arose, but no
	such privilege or advantage (except participation in the
	dividends and profits of the Company) shall be conferred
	by an amount of stock which would not, if existing in
	shares, have conferred such privilege and advantage.
62.	Such of the provisions of these presents as are applicable to	Interpretation.
	paid up shares shall apply to stock, and the words “share”
	and “shareholder” therein shall include “stock” and
	“stockholder”.
	Alteration of Capital
63.	(A) The Company may from time to time by Ordinary
	Resolution:-
	(i) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;	Consolidation and division of capital and sub-division cancellation
	on any and consolidation of fully paid shares into	of shares.
	shares of larger amount, the Directors may settle any
	difficulty which may arise as they think expedient and
	in particular (but without prejudice to the generality of
	the foregoing) may as between the holders of the
	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 Directors for that purpose and the

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person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;

(ii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and
(iii) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Ordinance, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights, over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares.
(B) The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner authorised and subject to any conditions prescribed by the law.

Reduction of capital.

Borrowing Powers

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum of sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.
The Directors may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit

Power to borrow.

Conditions on which money may be borrowed.

29 -
and, in particular, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
1. Debentures, debenture stock, bonds or other securities may Assignment. be made assignable free from any equities between the Company and the person to whom the same may be issued.
1. Any debentures, debenture stock, bonds or other securities Special privileges. 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.
68 (A) The Directors shall cause a proper register to be kept, Register of changes to be kept.
in accordance with the provisions of the Companies Ordinance, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Companies Ordinance in regard to the registration of mortgages and charges therein specified and otherwise.
(B) If the Company issues a series of debentures or Register of debentures of debenture stock.
debenture stock not transferable by delivery, the Directors shall cause a proper register to be kept of the holders of such debentures in accordance with the provisions of the Companies Ordinance.
1. Where any uncalled capital of the Company is charged, all Mortgage of uncalled capital.
persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge. General Meetings
1. The Company shall in each year hold a general meeting as When annual general meeting to be held.
its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that the next. The annual general meeting shall be held at such time and place as the Directors shall appoint.
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All general meetings other than annual general meetings shall called extraordinary general meetings.
The Directors may, whenever they think fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on requisitions, as provided by the Companies Ordinance, or, in default, may be convened by the requisitionists.
An annual general meeting and a meeting called for the passing of a special resolution shall be called by twentyone days’ notice in writing at the least, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that subject to the provisions of the Companies Ordinance, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:
- Extraordinary general meeting.
- Convening of extraordinary general meeting.
- Notice of meetings.
(i) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
(ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.
74 (A) The accidental omission to give any such notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

Omission to give notice.

31 -
(B) In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

Proceedings at General Meetings

75.	All business shall be deemed special that is transacted at an	Special business.
	extraordinary general meeting, and also all business that is
	transacted at an annual general meeting, with the exception
	of sanctioning dividends, making a call in accordance with
	the provisions of these Articles, the reading, considering
	and adopting of the Annual Report and other documents	Business of annual
	required to be annexed to the Annual Report, the election	general meeting.
	of Directors and appointment of Auditors and other officers	As amended by
	in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration of extra	resolutions dated 30 May 03
	remuneration of the Directors.
76.	For all purposes the quorum for a general meeting shall be	Quorum.
	two members present in person or by proxy. No business
	shall be transacted at any general meeting unless the
	requisite quorum shall be present at the commencement of
	the business.
77.	If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened	When if quorum not present meeting to be dissolved and when to be
	upon the requisition of members, shall be dissolved, but in	adjourned.
	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 Chairman, and if at such adjourned meeting
	a quorum is not present within half an hour from the time
	appointed for holding the meeting, the members present in
	person shall be a quorum and may transact the business for
	which the meeting was called.
78.	The Chairman of the Directors shall take the chair at every general meeting, or, if there be no such Chairman or, if any	Chairman of general meeting.
	general meeting such Chairman shall not be present within
	ten minutes after the time appointed for holding such
	meeting, 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

32 -

Chairman chosen shall retire from the chair, then the members present shall choose one of their own number to be Chairman.

79.	The Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so	Power to adjourn general meeting, business of adjourned meeting.
	directed by the meeting, adjourn any meeting from time to
	time and from place to place as the meeting shall
	determine. Whenever a meeting is adjourned for fourteen
	days or more, at least seven clear days’ notice, specifying
	the place, the day and the hour of the adjourned meeting
	shall be given in the same manner as in the case of any
	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.
80.	At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll	What is to be evidence of the passing of a resolution where poll not
	is (before or on the declaration of the result of the show of	demanded.
	hands) demanded:-
	(i) by the Chairman; or

(ii) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or
(iii) by any member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or
(iv) by a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right.
33 -

	Unless a poll be so demanded, a declaration by the
	Chairman that a resolution has on a show of hands been
	carried or carried unanimously, or by a particular majority,
	or lost, and an entry to that effect in the booking containing
	the minutes of the proceedings of the Company shall be
	conclusive evidence of the fact without proof of the
	number or proportion of the votes recorded in favour or
	against such resolution.
81.	If a poll is demanded as aforesaid, it shall (subject as	Poll.
	provided in Article 82) be taken in such manner (including
	the use of ballot or voting papers or tickets) and at such
	time and place, not being more than thirty days from the
	date of the meeting or adjourned meeting at which the poll
	was demanded, as the Chairman directs. No notice need be
	given of a poll not taken immediately. The result of the
	poll shall be deemed to be the resolution of the meeting at
	which the poll was demanded. The demand for a poll may
	be withdrawn by the member demanding the poll.
82.	Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken	In what case poll taken without adjournment.
	at the meeting and without adjournment.
83.	In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which	Chairman to have casting vote.
	the show of hands takes place or at which the poll is
	demanded, shall be entitled to a second or casting vote.
84.	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the	Business may proceed not-withstanding demand for poll.
	question on which a poll has been demanded.
	Votes of Members
85.	(a) Subject to any special rights, privileges or restrictions	Votes of members.
	as to voting for the time being attached to any class or
	classes of shares, at any general meeting on a show of
	hands every member who (being an individual) is
	present in person or (being a corporation) is present by
	a representative duly authorised under section 115 of
	the Companies Ordinance shall have one vote, and on
	a poll every member present in person or by proxy
	shall have one vote for every share of which he is the
	holder which is fully paid up or credited as fully paid

34 -

up and shall have for every partly paid share of which he is the holder the fraction of one vote equal to the proportion which the nominal amount paid up or credited as paid up thereon bears to the nominal value of the share (but no amount paid or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

	(b) A member of the Company, being a recognised clearing house within the meaning of the Securities	As amended by resolutions dated 29 Jun 04
	and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong) (“the clearing house”) may authorise
	such person or persons as it thinks fit to act as its
	representative or representatives at any meeting of the
	Company or at any meeting of any class of member of
	the Company provided that, if more than one person is
	so authorised, the authorisation must specify the
	number and class of shares in respect of which each
	such person is so authorised. A person so authorised
	will be entitled to exercise the same powers on behalf
	of the clearing house (or its nominee) which he
	represents as that clearing house (or its nominee)
	could exercise if it were an individual member of the
	Company.
86.	Any person entitled under Article 46 to be registered as a shareholder may vote at any general meeting in respect	Votes in respect of deceased and bankrupt members.
	thereof in the same manner as if he were the registered
	holder of such shares, 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 the proposes to vote,
	he shall satisfy the Directors of his right to be registered as
	the holder of such shares or the Directors shall have
	previously admitted his right to vote at such meeting in
	respect thereof.
87.	Where there are joint registered holders of any share,	Joint holders.
	anyone of such persons may vote at any meeting, either
	personally or by proxy, in respect of such share as if he
	were solely entitled thereto: but if more than one of such
	joint holders be present at any meeting personally or by
	proxy, that one of the said persons so present whose name
	stands first on the register in respect of such share shall

35 -

alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

Votes of member of unsound mind.

A member of unsound mind or in respect of whom an order unsound mind.

has been by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may on a poll vote by proxy.

(A) Save as expressly provided in these Articles, no Qualification. person other than a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum, at any general meeting.
(B) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to its given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.
(C) Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

As amended by resolutions dated 29 Jun 04

Proxies.

Any member of the Company entitled to attend and vote at Proxies. a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion. 91. The instrument appointing a proxy shall be in writing Instrument appointing proxy to be in writing. under the hand of the appointor or of his attorney duly
36 -

	-36-
	authorised in writing, or if the appointor is a corporation
	either under seal or under the hand of an officer or attorney
	duly authorised.
92.	The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed	Appointment of proxy must be deposited.
	or a notarially certified copy of that power or authority
	shall be deposited at the registered office of the Company
	or at such other place as is specified in the notice of
	meeting or in the instrument of proxy issued by the
	Company not less than forty-eight hours before the time for
	holding the meeting or adjourned meeting or poll (as the
	case may be) at which the person named in such instrument
	proposes to vote, and in default the instrument of proxy
	shall not be treated as valid. No instrument appointing a
	proxy shall be valid after expiration of twelve months from
	the date of its execution, except at an adjourned meeting or
	on a poll demanded at a meeting or an adjourned meeting
	in cases where the meeting was originally held within
	twelve months from such date.
93.	Every instrument of proxy, whether for a specified meeting	Form of proxy.
	or otherwise, shall be in such form as the Directors may
	from time to time approve provided that in any event, such
	form shall include a provision whereby the shareholder
	may, if he so elects, indicate whether his proxy is directed
	to vote for or against the resolution in question.
94.	The instrument appointing a proxy to vote at a general meeting shall:	Authority under instrument appointing proxy.
	(i) be deemed to confer authority upon the proxy to
	demand or join in demanding a poll and to vote on any
	resolution (or amendment thereto) put to the meeting
	for which it is given as the proxy thinks fit; and
	(ii) unless the contrary is stated therein, be valid as well
	for any adjournment of the meeting as for the meeting
	to which it relates.
95.	A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised	When vote by proxy valid though authority revoked.
	representative of a corporation shall be valid
	notwithstanding the previous death or insanity of the
	principal or revocation of the proxy or power of attorney or
	other authority under which the proxy was executed or the
	transfer of the share in respect of which the proxy is given,

37 -

	-37-
	provided that no intimation in writing of such death,
	insanity, revocation or transfer as aforesaid shall have been
	received by the Company as its registered office, or at such
	other place as is referred to in Article 92, at least two hours
	before the commencement of the meeting or adjourned
	meeting at which the proxy is used.
96.	Any corporation which is a member of the Company may, by resolution of its directors or other governing body or by	Corporation acting by representatives at meeting.
	power of attorney, authorise such persons as it thinks fit to
	act as its representative at any meeting of the Company or
	of any class of members of the Company, and the person so
	authorised shall be entitled to exercise the same powers on
	behalf of the corporation which he represents as that
	corporation could exercise if it were an individual member
	of the Company. References in these Articles, to a member
	present in person at a meeting shall, unless the context
	otherwise requires, include a corporation which is a
	member representative at the meeting by such duly
	authorised representative.
	Registered Office
97.	The registered office of the Company shall be at such place	Registered Office.
	in Hong Kong as the Directors shall from time to time
	appoint.
	Board of Directors
98.	The number of Directors shall not be less than two. The	Constitution of Board.
	Directors shall cause to be kept a register of the Directors
	and Secretaries, and there shall be entered therein the
	particulars required by the Companies Ordinance.
99.	Without prejudice to the power of the Company in general meeting in accordance any of the provision of these	Board may fill vacancies.
	Articles to appoint any person to be a Director, the	As amended by
	Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a	resolutions dated 29 Jun 05
	causal vacancy or as an addition to the Board. Any
	Director so appointed by the Directors shall hold office
	only until the next following general meeting of the
	Company (in the case of filing a causal vacancy) or until
	the next following annual general meeting of the Company
	(in the case of an addition to their number), and shall then
	be eligible for re-appointment.

38 -
(A) A Director may at any time by notice in writing signed by him delivered to the registered office of the Company or at a meeting of Directors, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. Such appointment, unless previously approved by the Directors, shall have effect only upon and subject to being so approved.

Alternate Directors.

(B) The appointment of an alternate Director shall determine on the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director.
(C) An alternate Director shall (except when absent from Hong Kong), be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
(D) An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid
39 -

	-39-
	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 be notice in writing to the
	Company from time to time direct.
101.	A Director shall not be required to hold any qualification shares.	No qualification shares for Directors.
102.	The Directors shall be entitled to receive by way of	Directors’ remuneration.
	remuneration for their services such sum as shall from time
	to time be determined by the Company in general meeting,
	such sum (unless otherwise directed by the resolution by
	which it is voted) to be divided amongst the Directors in
	such proportions and in such manner as the Board may
	agree, or, failing agreement, equally, except that in such
	event any Director holding office for less than the whole of
	the relevant period in respect of which the remuneration is
	paid shall only rank in such division in proportion to the
	time during such period for which he has held office.
103.	The Directors shall also entitled to be repaid all travelling,	Directors’ expenses.
	hotel and other expenses reasonably incurred by them
	respectively in or about the performance of their duties as
	Directors, including their expenses of travelling to and
	from board meetings, committee meetings or general
	meetings or otherwise incurred whilst engaged on the
	business of the Company.
104.	The Board may grant special remuneration to any Director	Special remuneration.
	who, being called upon, shall perform any special or extra
	services to or at the request of the Company. Such special
	remuneration may be made payable to such Director in
	addition to or in substitution for his ordinary remuneration
	as a Director, and may be made payable by way of salary,
	commission or participation in profits or otherwise as may
	be arranged.
105.	Notwithstanding Articles 102, 103 and 104, the remuneration of a Managing Director, Joint Managing	Remuneration of Managing Directors, etc.
	Director, Deputy Managing Director or other Executive
	Director or a Director appointed to any other office in the
	management of the Company shall from time to time be

40 -

fixed by the Directors and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) all allowances as the Directors may from time to time decide. Such remuneration shall be in addition to his remuneration as a Director.

(A) A Director shall vacate his office:-

When office of Director to be vacated.

(i) If he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally.
(ii) If he becomes a lunatic or of unsound mind.
(iii) If he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office.
(iv) If he becomes prohibited from being a Director by reason of any order made under any provision of the Companies Ordinance.
(v) If by notice in writing delivered to the Company at its registered office he resigns his office.
(vi) If he shall be removed from office by notice in writing served upon him signed by all his co-Directors.
(vii) If, having been appointed to an office under Article 108, he is dismissed or removed therefrom by the Board under Article 109.
(viii) If he shall be removed from office by a special resolution of the Company under Article 122.
(B) No Director shall be required to vacate office or 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.
41 -
(A) (i) No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being such member or so interested be liable to account to the Company for any profit 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 forthwith disclose the nature of his interest in any contract or arrangement in which he is interested as required by and subject to the provisions of the Companies Ordinance.
(ii) Save as otherwise provided by the Articles, a Director shall not vote (or be counted in the quorum at a meeting) on any resolution of the Board in respect of any contract or arrangement or any other proposal in which he or any of his associates has a material interest, but this prohibition shall not apply to any of the following matters:-

Directors may contract with Company.

As amended by resolutions dated 29 Jun 04

(a) the giving of any security or indemnity either:-
(i) to the Director or his associate(s) 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 his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(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 his associate(s) is/are or is/are to be
42 -

interested as a participant in the underwriting or subunderwriting of the offer;

(c) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interest in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;
(d) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including;-
(i) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or
(ii) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;
(e) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting

43 -

or not be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director or his associate(s) shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting or his associate(s), such question shall be decided by a resolution of the Board (for which purpose such chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or his associate(s) as known to such chairman has not been fairly disclosed to the Board. For the purposes of this paragraph and in relation to an alternate Director, an interest of his appointor or his associate(s) shall be treated as an interest of the alternate Director without prejudice to any interest which the alternate Director has otherwise.

(iii) 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) no such Director shall be accountable 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 provided however that a Director shall not be entitled to vote on any resolution of the Board in relation to the appointment of himself as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of any such company which is a subsidiary of the Company and provided further that a Director may not vote on any resolution of the Board in relation to the exercise of voting rights attached to any shares in any company which is a subsidiary of the Company in relation to any contract or
44 -

arrangement in which he is materially interested (other than in his capacity as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such company) but he shall be counted in the quorum present at the meeting at which such contract or arrangement is considered.

(iv) A general notice to the Directors by a Director that he is to be regarded as interested in any contract or arrangement which may be made with any specified person, firm or corporation after the date of such notice shall be a sufficient declaration of interest in relation to any contract or arrangement so made, provided that no such notice shall be of effect unless either it is given at a meeting of the Directors or the Director takes reasonable steps to ensure that it is brought up and read at the next meeting of the Directors after it is given.
(B) A Director of the Company may be or become a Director of any company promoted by the Company or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company.
(C) Any Director may act by himself or by his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, provided that nothing herein contained shall authorise a Director or his firm to act as Auditor to the Company.

Managing Directors, etc.

The Board may from time to time appoint anyone or more of its body to the office of Managing Director, Joint Managing Director, Deputy Managing Director, or other Executive Director and/or such other 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 105.
Every Director appointed to an office under Article 108 hereof shall, subject to the provisions of any contract

Power to appoint Managing Directors, etc.

Removal of Managing Director, etc.

45 -

between himself and the Company with regard to his employment in such office, be liable to be dismissed or removed therefrom by the Board of Directors.

A Director appointed to an office under Article 108 shall Cessation of appointment. be subject to the same provisions as to rotation, resignation and removal as the other Directors of the Company, and he shall (subject to the provisions of any contract 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. 111. The Directors may from time to time entrust to and confer Powers may be delegated. upon a Managing Director, Joint Managing Director, Deputy Managing Director or Executive Director all or any of the powers of the Directors that they may think fit. But the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Directors may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied.

Management

(A) Subject to any exercise by the Directors of the powers conferred by Articles 113 to 115, the management of the business of the Company shall be vested in the Directors who, in addition to the powers and authorities by these Articles expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Companies Ordinance expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

General powers of Company vested in Directors.

(B) Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Directors shall have the following powers:-
46 -
(i) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed; and
(ii) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

Managers

113.	The Directors may from time to time appoint a general manager, manager or managers of the Company and may	Appointment and remuneration of managers.
	fix his or their remuneration either by way of salary or
	commission or by 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 upon the business
	of the Company.
114.	The appointment of such general manager, manager or managers may be for such period as the Directors may	Tenure of office and powers.
	decide and the Directors may confer upon him or them all
	or any of the powers of the Directors as they may think fit.
115.	The Directors may enter into such agreement with any such general manager, manager or managers upon such terms	Terms and conditions of appointment.
	and conditions in all respects as the Directors may in their
	absolute discretion think fit, including a power for such
	general manager, manager or managers to appoint an
	assistant manager or managers or other employees
	whatsoever under them for the purpose of carrying on the
	business of the Company.
	Rotation of Directors
116.	Notwithstanding any other provisions in these Articles and subject to the manner of retirement by rotation of directors	Rotation and retirement of Directors.
	as from time to time prescribed under the Listing Rules, at each annual general meeting, one-third of the Directors for	As amended by resolutions dated
	the time being (or, if their number is not a multiple of	29 Jun 05
	three, the whole number nearest to and not less than one-
	third) shall retire from office such that each Director

47 -

(including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years at the annual general meeting, provided always that any Director appointed pursuant to Article 99 shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. The retiring Directors shall be eligible for re-election.

The Company at any general meeting at which any Directors retire in manner aforesaid may fill the vacated office by electing a like number of persons to be Directors.
If at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been reelected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:-

Meeting to fill up vacancies.

Retiring Directors to remain in office till successors appointed.

(i) it shall be determined at such meeting to reduce the number of Directors; or
(ii) it is expressly resolved at such meeting not to fill up such vacated offices; or
(iii) in any such case the resolution for re-election of a Director is put to the meeting and lost.
1. The Company may from time to time in general meeting by ordinary resolution fix, increase or reduce the number of Directors but so that the number of Directors shall never be less than two.
1. No person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company at least seven days before the date of general meeting. Such period for lodgment of the notices shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting, provided that such period shall be at least seven days.

Power of general meeting to increase or reduce number of Directors.

Notice to be given when person proposed for election. As amended by resolutions dated 29 Jun 04

48 -

121.	The Company shall keep at its office a register containing the names and addresses and occupations of its Directors	Register of Directors and notification of changes to Registrar.
	and shall send to the Registrar of Companies a copy of
	such register and shall from time to time notify to the
	Registrar any change that takes place in such Directors as
	required by the Companies Ordinance.
122.	The Company may by ordinary resolution remove any Director before the expiration of his period of office	Power to remove Director by ordinary resolution.
	notwithstanding anything in these Articles or in any
	agreement between the Company and such Director (but	As amended by
	without prejudice to any claim which such Director may have for damages for any breach of any contract of service	resolutions dated 29 Jun 04
	between him and the Company) and may elect another
	person in his stead. Any person so elected shall hold office
	during such time only as the Director in whose place he is
	elected would have held the same if he had not been
	removed.

	Proceedings of the Directors
123.	The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and	Meeting of Directors. Quorum, etc.
	proceedings as they think fit 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 but, notwithstanding that an alternate
	Director is an alternate for more than one Director, he shall
	for quorum purposes count as only one Director. The
	Board of Directors or any committee of the Board may
	participate in a meeting of the Board or such committee by
	means of a conference telephone or similar
	communications equipment by means of which all persons
	participating in the meeting are capable of hearing each
	other.
124.	A Director may and, on request of a Director, the Secretary shall, at any time summon a meeting of the Board. Notice	Convening of Board meeting.
	thereof shall be given to each Director either in writing or by telephone or by facsimile at the facsimile number from	As amended by resolutions dated 30 May 03
	time to time notified to the Company by such Director or
	by telex or telegram at the address from time to time
	notified to the Company by such Director or by electronic
	mail at the electronic mail address from time to time

49 -

	-49-
	notified to the Company by such Director or in such other
	manner as the Board may from time to time determine.
	Provided however that notice need not be given to any
	Director for the time being absent from Hong Kong. A
	Director may waive notice of any meeting and any such
	waiver may be prospective or retrospective.
125.	Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality	How questions to be decided.
	of votes the Chairman shall have a second or casting vote.
126.	The Directors may elect a Chairman of their meetings and	Chairman.
	determine the period (not being a period extending beyond
	the date of the annual general meeting at which such
	Chairman is due to retire by rotation under Article 116) 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 five minutes after the time appointed for holding the
	same, the Directors present may choose one of their
	number to be Chairman of the meeting.
127.	A meeting of the Directors for the time being at which a	Power of meeting.
	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
	Directors generally.
128.	The Directors may delegate any of their powers to committees consisting of such member or members of their	Power to appoint committee and to delegate.
	body as the Directors think fit, and they may from time to
	time revoke such delegation or revoke the appointment of
	and discharge any such committees either wholly or in part,
	and either as to persons or purposes, but every committee
	so formed shall in the exercise of the powers so delegated
	conform to any regulations that may from time to time be
	imposed upon it by the Directors.
129.	All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for	Acts of committee to be of same effect as act of Directors.
	which it is appointed, but not otherwise, shall have the like
	force and effect as if done by the Directors, and the
	Directors shall have power, with the consent of the
	Company in general meeting, to remunerate the members
	of any special committee, and charge such remuneration to
	the current expenses of the Company.

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	-50-
130.	The meetings and proceedings of any such committee consisting of two or more members shall be governed by	Proceedings of committee.
	the provisions herein contained for regulating the meetings
	and proceedings of the Directors.
131.	All acts bona fide done by any meeting of the Directors or by a committee of Directors or by any person acting as a	When acts of Directors or committee to be valid not-withstanding
	Director shall, notwithstanding that it shall be afterwards	defects.
	discovered that there was some defect in the appointment
	of such Director or persons acting as aforesaid or that they
	or any of them were disqualified, be as valid if every such
	person had been duly appointed and was qualified to be a
	Director.
132.	The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is	Directors’ powers when vacancies exist.
	reduced below the number fixed by or pursuant to these
	Articles as the necessary quorum of Directors, the
	continuing Director or Directors may act for the purpose of
	increasing the number of Directors to that number or of
	summoning a general meeting of the Company but for no
	other purpose.
133.	A resolution signed by all the Directors (or their alternates)	Directors’ resolution.
	for the time being entitled to receive notice of a meeting of
	the Board duly convened and held and may consist of
	several documents in like form each signed by one or more
	Directors (or his or their alternate). A resolution
	transmitted by a Director (or his alternate) to the Company
	by telegram, telex, telecopier or other facsimile equipment
	shall be deemed to be a document signed by him for the
	purpose of this Article.
	Secretary
134.	The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as it	Appointment of Secretary.
	may think fit, and any Secretary so appointed may be
	removed by the Directors. Anything by the Companies
	Ordinance 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, or if
	there is no assistant or deputy Secretary capable of acting,
	by or to any officer of the Company authorised generally or
	specially in that behalf by the Directors.

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The Secretary shall be an individual ordinarily resident in Residence. Hong Kong.
A provision of the Companies Ordinance or of these Articles requiring or authorising a thing to be done 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.
Same person not to act in two capacities at once.

General Management and Use of the Seal

(A) The Directors shall provide for the safe custody of the seal which shall only be used by the authority of the Directors or of a committee of the Directors, authorised by the Directors in that behalf, and every instrument to which the 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 Directors for the purpose, provided that the Directors may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the seal may be affixed as the Directors may determine) that such signature or any of them may be affixed to certificates for shares or debentures or representing any other form of security by some mechanical means other than autographic to be specified in such resolution or that such certificates need not be signed by any person. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given.
(B) The Company may have an official seal for use abroad under the provisions of the Companies Ordinance where and as the Directors shall determine, and the Company may by writing under the seal appoint any agents or agent, committees or committee abroad to be the duly authorised agents of the Company for the purpose of affixing and using such official seal and they may impose such restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.
Custody of seal.
Official seal for use abroad.
52 -
All cheques, promissory notes, drafts, bills of exchange Cheques and banking arrangements.

and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine, The Company’s banking accounts shall be kept with such banker or bankers as the Directors shall from time to time determine.

(A) The Directors may from time to time and at any time, by power of attorney under the seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors 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 Directors 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.

Power to appoint attorney.

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

Execution of deeds by attorney.

The Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration, and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Directors (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

Local boards.

53 -

any such appointment or delegation may be upon such terms and subject to such conditions as the Directors may think fit, and the Directors 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.

The Directors may establish and maintain or procure establishment and maintenance of any contributory or noncontributory pension or superannuation funds for the benefit of, 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 dependants of any such persons. The Directors may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Directors 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.

Power to establish pension funds.

Capitalisation of Reserves

(A) The Company in general meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution (and not required for the payment or

Power to capitalise.

54 -

provision of the 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 or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid or partly in the one way and partly in the other, and the Directors shall give effect to such resolution, provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in paying up unissued shares to be issued to members of the Company as fully paid up shares.

(B) Wherever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid up shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise (including provision for the benefit of fractional entitlements to accrue to the Company rather than to the members concerned) as they think fit for the case of shares or debentures becoming distributable in fractions, and also 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 or debentures 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.

Effect of resolution to capitalise.

55 -
(C) The Directors may by notice specify that members entitled to an allotment or distribution of shares or debentures pursuant to any capitalisation sanctioned under this Article may elect that all or a specified number (of such shares) or value (of such debentures, being an integral multiple of the face amount of one of the relevant debentures) thereof shall be allotted or distributed to such person or persons as that member shall specify by notice in writing to the Company. Any such notice may (in the discretion of the Directors) be treated as void unless received at the place specified in the notice given by the Directors before the resolution effecting such capitalisation is passed.
(A) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share then the following provisions shall apply:-

Subscription Right Reserve.

(i) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Right Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (iii) of this paragraph (A) on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Right Reserve in paying up such additional shares in full as and when the same are allotted;
(ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above until all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been used and will then only be used to make
56 -

good losses of the Company if and so far as is required by law.

(iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:-
(aa) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and
(bb) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par;

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

(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Directors shall apply any profits or reserves then or thereafter becoming available (including, to the extent
57 -

permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until such time no dividend or other distribution shall be paid or made on the shares. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefore and other matters in relation thereto as the Directors may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(B) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned.
(C) Notwithstanding anything contained in paragraph (A) of this Article no fraction of a share be allotted on exercise of the subscription rights.
(D) The provisions of this Article as to the establishment and maintenance of the Subscription Right Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating, the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.
(E) A certificate or report by the Auditors of the Company as to whether or not the Subscription Right Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Right Reserve has been used, as to the
58 -

extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Right Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

Dividends and Reserves

The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Directors.
(A) The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Directors 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 Directors act bona fide the Directors shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights.

Power to declare dividends.

Board’s power to pay interim dividends.

(B) The Directors may also pay half-yearly or at other suitable intervals to be settled by it any dividend which may be payable at a fixed rate if the Directors are of the opinion that the profits justify the payment.
No dividend shall be payable except out of the profits of the Company. No dividend shall carry interest.
(A) Whenever the Directors or the Company in general meeting have resolved that a dividend be paid or declared on the share capital of the Company, the Directors may further resolve:-

Dividends not to be paid out of capital.

Scrip dividends.

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either

(i) that: such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:-
(a) the basis of any such allotment shall be determined by the Directors;
(b) the Directors, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the nonelected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid to the shareholders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Directors shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Directors 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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(ii) that shareholders entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of the dividend as the Directors may think fit. In such case, the following provisions shall apply:-
(a) the basis of any such allotment shall be determined by the Directors;
(b) the Directors, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and
(d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable 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 Directors 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 reserves) as the Directors 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.
(B) The shares allotted pursuant to the provisions of paragraph (A) of this Article shall rank pari passu in all respects with the shares then in issue save only as regards participation:-
61 -
(i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend, unless, contemporaneously with the announcement by the Directors of their proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this Article in relation to the relevant dividend or contemporaneously with their announcement to the distribution, bonus or rights in question, the Directors shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this Article shall rank for participation in such distribution, bonus or rights.
(C) The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (A) of this Article with full power to the Directors to make such provisions as they think 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 Directors may authorise any person to enter into on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(D) The Company may upon the recommendation of the Directors by special resolution resolve in respect of anyone particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Article a dividend may be satisfied wholly in the form of an allotment of shares in the Company credited as fully paid without offering any right to shareholders to elect to receive such dividend in cash
62 -

in lieu of such allotment.

(E) The Directors may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
The Directors 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 Directors, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Directors may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute by way of dividend.

Reserves.

Subject to the rights of persons, if any, entitled to shares Dividends to be paid in proportion to paid with special rights as to dividend and subject to the terms up capital. of issue of any shares providing to the contrary, all dividends shall be declared and paid according to the amounts paid or credited as paid up on the shares in respect whereof the dividend is paid, but no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid up on the share. 150. (A) The Directors may retain any dividends or other Retention of dividends etc.
(A) The Directors may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or
63 -

engagements in respect of which the lien exists.

(B) The Directors may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

Deduction of debts.

Any general meeting sanctioning a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

Dividend and call together.

Whenever the Directors or the Company in general meeting have resolved that a dividend be paid or declared, the Directors may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in anyone or more of such ways, and where any difficulty arises in regard to the distribution the Directors may settle the same as they think expedient, and in particular may issue fractional certificates, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. Where requisite, a contract shall be filed in accordance with the provisions of the Companies Ordinance and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.

Dividend in specie.

A transfer of shares shall not pass the right to any dividend Effect of transfer. or bonus declared thereon before the registration of the transfer.
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	-64-
154.	If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual	Receipt for dividends by joint holders of share.
	receipts for any dividends, interim dividends or bonuses
	and other moneys payable in respect of such shares.
155.	Unless otherwise directed by the Directors, any dividend or	Payment by post.
	bonus 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 that one
	whose name stands first in the register in respect of the
	joint holding or to such person and to such address as the
	holder or joint holders may in writing direct. Every cheque
	or warrant so sent shall be made payable to the order of the
	person to whom it is sent, and the payment of any such
	cheque or warrant shall operate as a good discharge to the
	Company in respect of the dividend and/or bonus
	represented thereby, notwithstanding that it may
	subsequently appear that the same has been stolen or that
	any endorsement thereon has been forged.
156.	All dividends or bonuses unclaimed for one year after	Unclaimed dividend.
	having been declared may be invested or otherwise made
	use of by the Directors for the benefit of the Company until
	claimed and the Company shall not be constituted a trustee
	in respect thereof. All dividends or bonuses unclaimed for
	six years after having been declared may be forfeited by
	the Directors and shall revert to the Company.
	Annual Returns
157.	The Directors shall make the requisite annual returns in	Annual Returns.
	accordance with the Companies Ordinance.
	Accounts
158.	The Directors shall cause true accounts to be kept of the	Accounts to be kept.
	sums of money received and expended by the Company,
	and the matters in respect of which such receipt and
	expenditure take place, and of the property, assets, credits
	and liabilities of the Company and of all other matters
	required by the Companies Ordinance or necessary to give
	a true and fair view of the Company’s affairs and to
	explain its transactions.

65 -
The books of account shall be kept at the registered office Where accounts to be kept.

or at such other place or places as the Directors think fit and shall always be open to the inspection of the Directors.

The Directors shall from time to time determine whether Inspection by members.

and to what extent, at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company, except as conferred by the Companies Ordinance or authorised by the Directors or by the Company in general meeting.

(A) The board shall from time to time in accordance with Annual profit and loss account and balance

the provisions of the Ordinance cause to be prepared sheet. and to be laid before the members of the Company at As amended by

every annual general meeting, the Annual Report resolutions dated and/or the summary financial report which complies 30 May 03 with Section 141CF(1) of the Companies Ordinance and such other reports and accounts as may be required by law.

(B) Every Annual Report shall be signed pursuant to the provisions of the Ordinance and copies of those documents (including but not limited to the Annual Report and/or the summary financial report) which are to be laid before the members of the Company at an annual general meeting shall not less than 21 days before the date of the annual general meeting be made available in printed form and/or using electronic means whether in the English language only, in the Chinese language only or in both the English language and the Chinese language and at the same time as the notice of an annual general meeting to every member of the Company, every holder of debentures of the Company, every person registered under Article 45 and every other person entitled to receive notices of general meetings of the Company in compliance with the Listing Rules and any applicable law, rules or regulations, provided that the Company shall not be required to make available those documents to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures whether in printed form or by electronic

Annual report of Directors and balance sheet to be sent to members. As amended by resolutions dated 30 May 03

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means. In the case of those documents being made available in printed form, such documents will be sent by post to the registered addresses of those entitled to receive them as set above.

(C) Where a member, in accordance with the Listing Rules and any applicable law, rules or regulations has consented to treat the publication of the Annual Report or the summary financial report as set out in Article 161(A) using electronic means or has consented to receiving the summary financial report instead of the Annual Report, as discharging the Company’s obligation under the Listing Rules and any applicable law, rules or regulations to send a copy of such relevant financial documents, then publication by the Company, in accordance with the Listing Rules and any applicable law, rules or regulations, using electronic means of such relevant financial documents and/or receipt by such member of the summary financial report at least 21 days before the date of the relevant general meeting, shall, in relation to each such member, be deemed to discharge the Company’s obligations under Article 161(A) provided that any person who is otherwise entitled to such financial documents of the Company may, if he so requires, by notice in writing served on the Company, demand that the Company sends to him, a complete printed copy of the Annual Report or the summary financial report not previously requested by him.

As amended by resolutions dated 30 May 03

Audit

Auditors shall be appointed and their duties regulated in accordance with the provisions of the Companies Ordinance.
Subject as otherwise provided by the Companies Ordinance, the remuneration of the Auditors shall be fixed by the Company in general meeting. Provided always that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Directors.
Every statement of accounts audited by the Company’s Auditors and presented by the Directors at a general meeting shall after approval at such meeting be conclusive

Auditors. Remuneration of Auditors. When accounts to be deemed finally settled.

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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.

	Notices
165.	Any notice or document or any Corporate Communication	Service of notices.
	to be given or issued under these Articles shall be in	As amended by
	writing, and may be served by the Company and/or by the Board on any member either personally or by sending it	resolutions dated 30 May 03
	through the post in a prepaid letter, envelope or wrapper
	addressed to such member at his registered address as
	appearing in the register or (in the case of notice) by
	advertisement published in both an English language
	newspaper in English and a Chinese language newspaper in
	Chinese or by any electronic means in compliance with
	these Articles and the Listing Rules and any applicable
	law, rules or regulations provided that the Company has
	obtained the member’s prior express positive confirmation
	in writing 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. 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.
166.	A member shall be entitled to have notice served on him at	Members out of Hong
	any address within Hong Kong or by any electronic means	Kong.
	in compliance with these Articles, legislation and the Listing Rules and any applicable law, rules or regulations.	As amended by resolutions dated 30 May 03
	Any member 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 shall be deemed to have received any
	notice which shall have been displayed at the registered
	office of the Company and shall have remained there for
	the space of twenty-four 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.
167.	Any notice sent by post shall be deemed to have been	When notice by post deemed to be served.

68 -

served on the day following that on which the envelope or As amended by wrapper containing the same is put into a post office resolutions dated situated within Hong Kong and in proving such service it 30 May 03 shall be sufficient to prove that the envelope or wrapper containing the notice 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 was so addressed and put into such post office shall be conclusive evidence thereof. Any notice or document or Corporate Communication sent by electronic mail shall be deemed to have been served at the time when such notice or document or Corporate Communication is transmitted provided no notification is received by the Company that such notice or document has not reached its recipient. Any notice or document or Corporate Communication which the Company has made available to any member by publication on its own website or computer network or the website of The Stock Exchange of Hong Kong Limited shall be deemed to have been served on the day on which such publication is made. 168. A notice or document or Corporate Communication may be Service of notice to persons entitled on given by the Company to the person or persons entitled to a death, mental disorder share in consequence of the death, mental disorder or or bankruptcy of a member. bankruptcy of a member in the manner set out in Article 165 in which the same might have been given if the death, As amended by resolutions dated mental disorder or bankruptcy had not occurred. 30 May 03 169. Any person who by operation of law, transfer or other Transferee to be bound by prior notices. means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share. 170. Any notice or document or Corporate Communication Notice valid through member deceased. delivered or sent by post or left at the registered address of any member or made available by electronic means in As amended by resolutions dated compliance with these Articles, legislation and the Listing 30 May 03 Rules and any applicable law, rules, or regulations, shall 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

69 -

registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such shares.

(a) The signature to any notice to be given by the Company may be written or printed by means of facsimile or where relevant, by Electronic Signature.

How notice to be signed. As amended by resolutions dated 30 May 03

(b) Subject to the Listing Rules and any applicable laws, rules and regulations, any notice or document, including but not limited to the documents referred to in Article 161 and any Corporate Communication, may be given in the English language only, in the Chinese language only or in both the English language and the Chinese language provided that the Company has obtained the relevant member’s prior express positive confirmation in writing to receive or otherwise have made available to him such notices or documents in either the English language only or the Chinese language only or in both the English language and the Chinese language and provided further that such member may, if he so requires, by notice in writing served on the Company, demand at any time that the Company sends or makes available to him any notice or document or Corporate Communication in the language not previously provided to him.

Information

No member shall be entitled to require discovery of or any Member and entitled to information. information respecting any detail of the 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 Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

Untraced Members

(A) Without prejudice to the rights of the Company under Dividend entitlements etc., of untraceable paragraph (B) of this Article, the Company may cease members. sending cheques or warrants in respect of any particular shares if cheques or warrants in respect of the shares in question have been left uncashed on two
70 -

consecutive occasions. However, the Company may exercise the power to cease sending cheques or warrants in respect of any particular shares after the first occasion on which such a cheque or warrant in respect of the shares in question is returned undelivered.

(B) The Company shall have the power to sell, in such manner as the board thinks fit, any shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy if:-

Sale of shares of untraceable members.

(i) all dividends, being not less than three in total number, in respect of the shares in question sent during the relevant period in the manner authorised by the Articles have remained unclaimed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of such member or person; and
(iii) where such shares are listed on The Stock Exchange of Hong Kong Limited, the Company has caused advertisements to be inserted in English in at least one leading English language daily newspaper and in Chinese in at least on leading Chinese language daily newspaper circulating in Hong Kong and specified in the list of newspapers issued and published in the Hong Kong Government Gazette for the purposes of Section 71 A of the Companies Ordinance giving notice of its intention to sell such shares and has notified The Stock Exchange of Hong Kong Limited of such intention and a period of three (3) months has elapsed since the date of the last of such advertisements.

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

(C) To give effect to any such sale, the board may authorise some person to transfer the shares in
71 -

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

Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made. 175. The Company may destroy:(a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation; (b) a dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date such mandate, variation, cancellation or notification was recorded by the Company;

Record Date Destruction of Documents

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

72 -
(d) any other document on the basis of which any entry in the Register is made at any time after the expiry of twelve years from the date an entry in the Register was first made in respect of it;

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

(i) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(ii) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of provision (i) above are not fulfilled; and
(iii) references in this Article to the destruction of any document include references to its disposal in any manner.

Winding Up

If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a special resolution, divide amongst the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds and may for such purpose set such values as he deems fair upon anyone or more class or classes of property 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, vest anyone or more class or classes of property and may determine how such division shall be

Division of assets in liquidation.

73 -

carried out as between the members or different classes or members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as at the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributor shall be compelled to accept any shares in respect of which there is a liability.

In the event of a winding-up of the Company in Hong Kong, every member of the Company who is not for the time being in Hong Kong shall be bound, within fourteen 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 windingup 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 paid advertisement in English in at least one 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 and specified in the list of newspapers issued and published in the Hong Kong Government Gazette for the purposes of Section 71 A of the Companies Ordinance as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as mentioned in the register, and such notice shall be deemed to be service on the day following that on which the advertisement appears or the letter is posted.

Service of process.

Indemnity

(A) Every Director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities (including any such liability as is mentioned in paragraph (c) of the

Indemnity.

74 -

proviso to Section 165 of the Companies Ordinance) which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director or other officer shall be liable for any loss, damages or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto, provided that this Article shall only have effect in so far as its provisions are not avoided by the Companies Ordinance.

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

AI assistant

Hony Media Group Governance Information 2012

49204_rns_2012-03-30_1fe53a60-28d5-4ac5-b816-7041de902ce7.pdf

NEW MEMORANDUM

AND

NEW ARTICLES OF ASSOCIATION

OF

Incorporated the 22[nd] day of September, 1972.

THE COMPANIES ORDINANCE (CHAPTER 32)

MEMORANDUM OF ASSOCIATION

OF CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

THE COMPANIES ORDINANCE (CHAPTER 32)

Company Limited by Shares

NEW ARTICLES OF ASSOCIATION

OF

CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

Table A

Interpretation

Share Capital and Modification of Rights

Shares and Increase of Capital

Register of Members and Share Certificates

Borrowing Powers

Proceedings at General Meetings

Managing Directors, etc.

Management

Managers

General Management and Use of the Seal

Capitalisation of Reserves

Dividends and Reserves

Audit

Information

Untraced Members

Winding Up

Indemnity

AI assistant

Hony Media Group — Governance Information 2012

49204_rns_2012-03-30_1fe53a60-28d5-4ac5-b816-7041de902ce7.pdf

NEW MEMORANDUM

AND

NEW ARTICLES OF ASSOCIATION

OF

Incorporated the 22[nd] day of September, 1972.

THE COMPANIES ORDINANCE (CHAPTER 32)

MEMORANDUM OF ASSOCIATION

OF CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

THE COMPANIES ORDINANCE (CHAPTER 32)

Company Limited by Shares

NEW ARTICLES OF ASSOCIATION

OF

CHINA STRATEGIC HOLDINGS LIMITED

中策集團有限公司

Table A

Interpretation

Share Capital and Modification of Rights

Shares and Increase of Capital

Register of Members and Share Certificates

Borrowing Powers

Proceedings at General Meetings

Managing Directors, etc.

Management

Managers

General Management and Use of the Seal

Capitalisation of Reserves

Dividends and Reserves

Audit

Information

Untraced Members

Winding Up

Indemnity

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Hony Media Group Governance Information 2012