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Huscoke Holdings Limited Proxy Solicitation & Information Statement 2014

Apr 14, 2014

49409_rns_2014-04-14_d34f064d-2a72-4f38-bd79-3297c800cc11.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

PROPOSED ADOPTION OF THE AMENDED ARTICLES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Shanghai Industrial Holdings Limited to be held at the Conference Room of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 28 May 2014 at 3:30 p.m. (or as soon thereafter as the annual general meeting of the Company to be convened for the same day and place shall have been concluded or adjourned), is set out on pages 38 and 39 of this circular.

Whether or not you are able to attend the EGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM if you so wish.

15 April 2014

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
–
Introduction		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
–
Proposed adoption of the Amended Articles . . . . . . . . . . . . . . . . . . . . . . . . .		 4
–
EGM . . . . . .		 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
–
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 5
Appendix I
–
Proposed adoption of the Amended Articles. . . . . . . . . . . . . . . . . .		 6
EGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

– i –

DEFINITIONS

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

  • Term Meaning “Amended Articles” or “Amended the new set of articles of association of the Company Articles of Association” consolidating all of the proposed amendments referred to in the Appendix I of this circular;

  • “Board” the board of Directors of the Company; “Company” Shanghai Industrial Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

  • “Director(s)” director(s) of the Company; “EGM” the extraordinary general meeting of the Company to be convened and held at the Conference Room of the Company on Wednesday, 28 May 2014 at 3:30 p.m. (or as soon thereafter as the annual general meeting of the Company to be convened for the same day and place shall have been concluded or adjourned) at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong;

  • “EGM Notice” the notice convening the EGM dated 15 April 2014 as set out on pages 38 and 39 of this circular;

  • “Existing Articles” or “Existing Articles of Association”

  • the existing articles of association of the Company as adopted by special resolution on 17 May 1996 and further amended by special resolutions on 28 May 2004;

  • “Existing Memorandum”

  • the existing memorandum of association of the Company as adopted by special resolution on 17 May 1996;

  • “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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

  • “New Companies Ordinance”

Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

– 1 –

DEFINITIONS

“Share(s)” ordinary share(s) in the share capital of the Company;
“Shareholder(s)” registered holder(s) of the Share(s);
“Stock Exchange” The Stock Exchange of Hong Kong Limited; and
“HK$” Hong Kong dollars, the lawful currency of Hong Kong.

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

Directors

Executive Directors: Mr. Wang Wei (Chairman) Mr. Zhou Jie (Vice Chairman & Chief Executive Officer) Mr. Lu Shen (Executive Deputy CEO) Mr. Zhou Jun (Deputy CEO) Mr. Ni Jian Da (Deputy CEO) Mr. Xu Bo (Deputy CEO)

Registered Office:

26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong

Independent Non-Executive Directors:

Dr. Lo Ka Shui Prof. Woo Chia-Wei Mr. Leung Pak To, Francis

Mr. Cheng Hoi Chuen, Vincent

15 April 2014

To all Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF THE AMENDED ARTICLES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with details on the proposed deletion of the Existing Memorandum and proposed amendments to the Existing Articles and other information in relation to the resolution to be proposed at the EGM for the adoption of the Amended Articles, and to set out the EGM Notice.

The EGM Notice is set out on pages 38 and 39 of this circular.

Shareholders are advised to read the EGM Notice and to complete and return the accompanying form of proxy for use at the EGM in accordance with the instructions printed thereon.

For the purpose of determining Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed on Tuesday, 27 May 2014. No transfer of shares will be effected on that day. As such, all transfers accompanied by the relevant

– 3 –

LETTER FROM THE BOARD

share certificates must be lodged with the Company’s share registrar, Tricor Secretaries Limited of 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Monday, 26 May 2014 for the transferee to be eligible to attend and vote at the EGM.

Pursuant to the Listing Rules, all resolutions put to vote at the EGM shall be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

PROPOSED ADOPTION OF THE AMENDED ARTICLES

The Amended Articles are proposed to be adopted and approved by the Shareholders at the EGM to bring the constitution of the Company in line with provisions of the New Companies Ordinance. The adoption of the Amended Articles is subject to the Shareholders’ approval by way of special resolution at the EGM.

The major amendments to the Existing Articles include the following:

  • deletion of the Existing Memorandum in its entirety following the abolition of the memorandum of association in the New Companies Ordinance, and to incorporate the provisions which were in the memorandum of association into the provisions of the Amended Articles;

  • removal of references in the Amended Articles to “par value” or “nominal value” and “authorised share capital”, “share premium account” and “capital redemption reserve” and other related concepts, following the abolition of the concept of “par value” or “nominal value” for shares. A company’s capital (be it share capital, share premium or the like) will now be reflected in one classification of share capital and any and all share premium and similar concepts will, after the coming into effect of the New Companies Ordinance, be deemed to be a reference to share capital;

  • removal of the power of the Company to issue bearer warrants as this is no longer permitted under the New Companies Ordinance;

  • inclusion, for the purposes of complying with the New Companies Ordinance, of a provision whereby the Board must give reasons for any refusal to register a transfer of shares if it is requested to do so by a transferee;

  • deletion in its entirety of any power of the Company to convert shares into stock and to reconvert stock into shares, following the abolition in the New Companies Ordinance, of the power of a company to convert shares into stock;

  • removal of the requirement that the convening of a general meeting (other than an annual general meeting) of the Company called for the passing of a special resolution requires no less than 21 days’ notice, following the reduction of the notice period in the New Companies Ordinance to no less than 14 days (subject always to the provisions of the Listing Rules);

– 4 –

LETTER FROM THE BOARD

  • reduction, for the purposes of complying with the New Companies Ordinance, of the threshold for demanding a poll to members present in person or by proxy representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting, rather than the current 10%; and

  • provision, for the purposes of complying with the New Companies Ordinance, of a requirement that the instrument appointing a proxy and power of attorney or other authority shall be received by the Company (a) for a general meeting or adjourned general meeting, at least 48 hours before the time appointed for holding the meeting or adjourned meeting; and (b) for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time appointed for taking the poll.

Details of the proposed adoption of the Amended Articles are set out in Appendix I to this circular.

EGM

The Company will convene the EGM for the purpose of seeking approval from the Shareholders on the proposed adoption of the Amended Articles. All votes of Shareholders at the EGM must be taken by poll.

A notice convening the EGM to be held at the Conference Room of the Company on Wednesday, 28 May 2014 at 3:30 p.m. (or as soon thereafter as the annual general meeting of the Company to be convened for the same day and place shall have been concluded or adjourned) at the Conference Room of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong is set out on pages 38 and 39 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or at any adjournment thereof) should you so desire.

RECOMMENDATION

The Directors consider that the above recommendations are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

On behalf of the Board WANG WEI Chairman

– 5 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Details of the proposed amendments to the Existing Memorandum and Existing Articles are set out as follows:

  1. The Existing Memorandum shall be deleted in its entirety.

  2. The amendments to the Existing Articles are set out as follows:

Article No. Existing Article Existing Article Existing Article Amended Article
1A N/A Company Name
The name of the Company is “SHANGHAI
INDUSTRIAL HOLDINGS LIMITED 上海實
業控股有限公司”.
1B N/A The registered office of the Company will be
situate in Hong Kong.
1C N/A Members’ Liability
The liability of Members is limited.
1D N/A The maximum number of shares which the
Company may issue is 2,000,000,000 shares.
1E N/A Items (1) to (77) of clause “Third” of the
New Memorandum of the Company to be
inserted.
1 Table A Table A and Model Articles
The regulations contained in Table A in the The regulations contained in (a) Table A in
First Schedule to the Companies Ordinance the First Schedule to the predecessor of the
shall not apply to the Company. Companies
Ordinance
and
(b)
the
Model
Articles
in
Schedule
1
of
the
Companies
(Model Articles) Notice (Cap. 622H) shall not
apply to the Company.
INTERPRETATION
2 “clearing house” a recognised clearing house “clearing house” a recognised clearing house
within
the		 meaning
of
Section		 2 of the within the meaning of Section 1 of Part 1 of
Securities and
Futures
Ordinance		 (Chapter the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong) or a clearing 571 of the Laws of Hong Kong) or a clearing
house
recognised
by
the
laws		 of the house
recognised
by
the
laws
of
the
jurisdiction in
which
the
shares		 of the jurisdiction
in
which
the
shares
of
the
Company, are listed or quoted on a stock Company, are listed or quoted on a stock
exchange in such jurisdiction; exchange in such jurisdiction;
“the
Companies
Ordinance”		 or “the “the Companies Ordinance” shall mean the
Ordinance” shall
mean
the		 Companies Companies Ordinance (Chapter 622 of the
Ordinance (Chapter 32 of the laws of Hong laws of Hong Kong) and any amendments
Kong)
and
any
amendments		 thereto or thereto or re-enactment thereof for the time
re-enactment thereof for the time being in being
in
force
and
includes
every
other
force
and		 includes
every
other		 ordinance ordinance
incorporated
therewith
or
incorporated therewith or substituted therefor substituted therefor and in the case of any
and in the case of any such substitution the such
substitution
the
references
in
these
references in these Articles to the provisions Articles to the provisions of the Companies
of the Ordinance shall be read as references to Ordinance shall be read as references to the
the provisions substituted therefor in the new provisions
substituted
therefor
in
the
new
Ordinance; Companies Ordinance;

– 6 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
“newspaper”
shall
mean
a
newspaper		 “newspaper”
shall
mean
a
newspaper
published daily and circulating generally in published daily and circulating generally in
Hong
Kong
and
specified
in
the
list
of		 Hong
Kong
and
specified
in
the
list
of
newspapers
issued
and
published
in
the		 newspapers
issued
and
published
in
the
Gazette for the purposes of Section 71A of Gazette for the purposes of Section 203 of the
the
Companies
Ordinance
by
the
Chief		 Companies Ordinance by the Chief Secretary
Secretary for Administration; for Administration;
“relevant financial documents” shall mean the “reporting
documents”
shall
mean
the
“relevant
financial
documents”
as
defined		 “reporting documents” as defined under the
under the Companies Ordinance; Companies Ordinance;
“seal” shall mean the common seal from time “seal” shall mean the common seal from time
to time of the Company and includes, unless to time of the Company and includes, unless
the context otherwise requires, any official the context otherwise requires, any official
seal that the Company may have as permitted seal that the Company may have as permitted
by these Articles and the Ordinance; by
these
Articles
and
the
Companies
Ordinance;
“share” shall mean share in the capital of the “share” shall mean share in the capital of the
Company and includes stock except where a Company;
distinction
between
stock
and
shares
is
expressed or implied;
“writing” and “printing” shall mean written or “writing” and “printing” shall mean written or
printed or printed by lithography or printed by printed or printed by lithography or printed by
photography or typewritten or produced by photography or typewritten or produced by
any other modes of representing words or any other modes of representing words or
figures in a viaible form or, to the extent figures in a visible form or, to the extent
permitted
by,
and
in
accordance
with
the		 permitted
by,
and
in
accordance
with
the
Companies
Ordinance
and
other
applicable		 Companies
Ordinance
and
other
applicable
laws,
rules
and
regulations,
any
visible		 laws,
rules
and
regulations,
any
visible
substitute for writing (including an electronic substitute for writing (including an electronic
communication), or partly in one visible form communication), or partly in one visible form
and partly in another visible form; and partly in another visible form;
Subject as aforesaid, any words or expressions Subject as aforesaid, any words or expressions
defined in the Ordinance (except any statutory defined in the Companies Ordinance (except
modification thereof not in force when these any statutory modification thereof not in force
Articles become binding on the Company) when these Articles become binding on the
shall, if not inconsistent with the subject and/ Company) shall, if not inconsistent with the
or context, bear the same meaning in these subject and/or context, bear the same meaning
Articles, save that “company” shall where the in these Articles, save that “company” shall
context
permits
include
any
company		 where
the
context
permits
include
any
incorporated in Hong Kong or elsewhere. company
incorporated
in
Hong
Kong
or
elsewhere.
3(b) The Board may issue warrants to subscribe for The Board may issue warrants to subscribe for
any
class
of
shares
or
securities
of
the		 any
class
of
shares
or
securities
of
the
Company on such terms as it may from time Company on such terms as it may from time
to time determine. Where share warrants are to time determine, provided that the Company
issued to bearer, no new warrant shall be shall not have power to issue share warrants
issued to replace one that has been lost unless to bearer.
the Board is satisfied beyond reasonable doubt
that the original has been destroyed.

– 7 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article
4 If at any time the share capital is divided into If at any time the share capital is divided into
different classes of shares, the rights attached different classes of shares, the rights attached
to any class (unless otherwise provided by the to any class (unless otherwise provided by the
terms of issue of the shares of that class) may terms of issue of the shares of that class) may
be varied with the consent in writing of the be varied with the consent in writing of the
holders of three-fourths in nominal value of holders of three-fourths of the total voting
the issued shares of that class, or with the rights of holders of shares in the class, or
sanction of a special resolution passed at a with
the
sanction
of
a
special
resolution
separate general meeting of the holders of the passed at a separate general meeting of the
shares of the class. To every such separate holders of the shares of the class. To every
general
meeting
the
provisions
of
these		 such separate general meeting the provisions
regulations relating to general meetings shall of
these
regulations
relating
to
general
mutatis
mutandis
apply,
but
so
that
the		 meetings shall mutatis mutandis apply, but so
necessary quorum shall be 2 persons at least that
the
necessary
quorum
shall
be
two
holding
or
representing
by
proxy
or
by		 persons at least holding or representing by
authorised representative one-third in nominal proxy
or
by
authorised
representative
value of the issued shares of the class, that one-third of the total number of the issued
every holder of shares of the class shall be shares of the class, that every holder of shares
entitled on a poll to one vote for every such of the class shall be entitled on a poll to one
share held by him, that any holder of shares vote for every such share held by him, that
of the class present in person or by proxy or any holder of shares of the class present in
by authorised representative may demand a person
or
by
proxy
or
by
authorised
poll and that at any adjourned meeting of representative may demand a poll and that at
such holders one holder present in person or any adjourned meeting of such holders one
by
proxy
or
by
authorised
representative		 holder present in person or by proxy or by
(whatever the number of shares held by him) authorised
representative
(whatever
the
shall be a quorum. number of shares held by him) shall be a
quorum.
SHARES AND INCREASE OF CAPITAL
5 The
Company
may
exercise
any
powers		 The
Company
may
exercise
any
powers
conferred or permitted by the Ordinance or conferred
or
permitted
by
the
Companies
any other ordinance from time to time to Ordinance or any other ordinance from time
acquire its own shares or to give directly or to time to acquire its own shares or to give
indirectly, by means of a loan, guarantee, the directly or indirectly, by means of a loan,
provision of security or otherwise, financial guarantee,
the
provision
of
security
or
assistance for the purpose of or in connection otherwise, financial assistance for the purpose
with a purchase made or to be made by any of or in connection with a purchase made or
person of any shares in the Company and to be made by any person of any shares in the
should the Company acquire its own shares Company and should the Company acquire its
neither the Company nor the Board shall be own
shares
neither
the
Company
nor
the
required to select the shares to be acquired Board shall be required to select the shares to
rateably or in any other particular manner as be acquired rateably or in any other particular
between the holders of shares of the same manner as between the holders of shares of
class or as between them and the holders of the same class or as between them and the
shares of any other class or in accordance holders of shares of any other class or in
with the rights as to dividends or capital accordance with the rights as to dividends or
conferred by any class of shares provided capital
conferred
by
any
class
of
shares
always that any such acquisition or financial provided always that any such acquisition or
assistance shall only be made or given in financial assistance shall only be made or
accordance
with
any
relevant
rules
or		 given in accordance with any relevant rules or
regulations issued by The Stock Exchange of regulations issued by The Stock Exchange of
Hong Kong Limited or the Securities and Hong Kong Limited or the Securities and
Futures Commission from time to time. Futures Commission from time to time.

– 8 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
6 The Company in general meeting may from The Company in general meeting may from
time to time, whether all the shares for the time to time, subject to the maximum number
time being authorised shall have been issued of
shares
which
the
Company
may
issue,
or all the shares for the time being issued whether or not all the shares for the time
shall have been fully paid up or not, by being issued shall have been fully paid up, by
ordinary resolution increase its share capital ordinary resolution increase its share capital
by the creation of new shares, such new in any one or more of the ways set out in
capital
to
be
of
such
amount
and
to
be		 Section 170 of the Companies Ordinance.
divided into shares of such respective amounts
as the resolution shall prescribe.
8 The Company may by ordinary resolution, The Company may by ordinary resolution,
before the issue of any new shares, determine before the issue of any new shares, determine
that the same, or any of them, shall be offered that the same, or any of them, shall be offered
in the first instance, and either at par or at a in the first instance to all the existing holders
premium, to all the existing holders of any of any class of shares in proportions as nearly
class of shares in proportions as nearly as as may be to the number of shares of such
may be to the number of shares of such class class held by them respectively, or make any
held by them respectively, or make any other other provisions as to the issue and allotment
provisions as to the issue and allotment of the of the new shares, but in default of any such
new
shares,
but
in
default
of
any
such		 determination, or so far as the same shall not
determination, or so far as the same shall not extend, the new shares may be dealt with as if
extend, the new shares may be dealt with as if they formed part of the shares in the capital
they formed part of the shares in the capital of the Company existing prior to the issue of
of the Company existing prior to the issue of the new shares.
the new shares.
10 Subject to the provisions of the Companies Subject to the provisions of the Companies
Ordinance
(and
in
particular
Section
57B		 Ordinance (and in particular Sections 140 and
thereof) and of these Articles relating to new 141 thereof) and of these Articles relating to
shares, all unissued shares in the Company new
shares,
all
unissued
shares
in
the
shall be at the disposal of the Board, which Company
shall
be
at
the
disposal
of
the
may offer, allot (with or without conferring a Board, which may offer, allot (with or without
right of renunciation), grant options over or conferring
a
right
of
renunciation),
grant
otherwise dispose of them to such persons, at options over or otherwise dispose of them to
such
times,
for
such
consideration
and		 such
persons,
at
such
times,
for
such
generally on such terms as the Board shall in consideration and generally on such terms as
its absolute discretion think fit, but so that no the Board shall in its absolute discretion think
shares shall be issued at a discount, except in fit.
accordance
with
the
provisions
of
the
Companies Ordinance.
11 The
Company
may
at
any
time
pay
a		 The
Company
may
at
any
time
pay
a
commission not exceeding ten per cent. to any commission not exceeding ten per cent. to any
person
for
subscribing
or
agreeing
to		 person
for
subscribing
or
agreeing
to
subscribe
(whether
absolutely
or		 subscribe
(whether
absolutely
or
conditionally) for any shares in the Company, conditionally) for any shares in the Company,
or
procuring
or
agreeing
to
procure		 or
procuring
or
agreeing
to
procure
subscriptions (whether absolute or conditional) subscriptions (whether absolute or conditional)
for any shares in the Company, but so that if for any shares in the Company, but so that if
the commission shall be paid or payable out the commission shall be paid or payable out
of capital the conditions and requirements of of capital the conditions and requirements of
the Ordinance shall be observed and complied the Companies Ordinance shall be observed
with, and the commission shall not exceed ten and complied with, and the commission shall
per cent, in each case, of the price at which not exceed ten per cent, in each case, of the
the shares are issued. price at which the shares are issued.

– 9 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
12 If any shares in the Company are issued for If any shares in the Company are issued for
the purpose of raising money to defray the the purpose of raising money to defray the
expenses of the construction of any works or expenses of the construction of any works or
buildings, or the provision of any plant which buildings, or the provision of any plant which
cannot be made profitable for a lengthened cannot be made profitable for a lengthened
period, the Company may pay interest on so period, the Company may pay interest on so
much of such share capital as is for the time much of such share capital as is for the time
being paid up for the period and subject to the being paid up for the period and subject to the
conditions and restrictions mentioned in the conditions and restrictions mentioned in the
Ordinance, may charge the sum so paid by Companies Ordinance, may charge the sum so
way of interest to capital as part of the cost of paid by way of interest to capital as part of
construction of the works or buildings, or the the
cost
of
construction
of
the
works
or
provision of plant. buildings, or the provision of plant.
16 Every certificate for shares or warrants or Every certificate for shares or warrants or
debentures or representing any other form of debentures or representing any other form of
securities of the Company shall be issued securities
of
the
Company
must
(a)
have
under the seal of the Company, which for this affixed to it the Company’s common seal or
purpose may be any official seal as permitted the Company’s official seal under Section 126
by Section 73A of the Ordinance. of
the
Companies
Ordinance;
or
(b)
be
otherwise executed in accordance with the
Companies Ordinance.
17 Every share certificate hereafter issued shall Every share certificate hereafter issued shall
specify the number and class of shares in specify the number and class of shares in
respect of which it is issued and the amount respect of which it is issued, the amount paid
paid thereon, and may otherwise be in such thereon,
and
any
distinguishing
numbers
form as the Board may from time to time assigned to them, and may otherwise be in
prescribe. such form as the Board may from time to
time prescribe.
**CALLS ** **ON ** SHARES
27 Notice of the person appointed to receive Notice of the person appointed to receive
payment of every call and of the times and payment of every call and of the times and
places appointed for payment may be given to places appointed for payment may be given to
the members by notice to be inserted once in the members by notice to be inserted once in
The Hongkong Government Gazette and once The Government of the Hong Kong Special
at
least
in
both
an
English
language		 Administrative Region Gazette and once at
newspaper in English and a Chinese language least in both an English language newspaper
newspaper in Chinese. in English and a Chinese language newspaper
in Chinese.
34 Any sum which by the terms of allotment of a Any sum which by the terms of allotment of a
share is made payable upon allotment, or at share is made payable upon allotment, or at
any fixed date, whether on account of the any fixed date, shall for all purposes of these
nominal value of the share and/or by way of Articles be deemed to be a call duly made and
premium,
shall
for
all
purposes
of
these		 payable on the date fixed for payment, and in
Articles be deemed to be a call duly made and case
of
non-payment
all
the
relevant
payable on the date fixed for payment, and in provisions of these Articles as to payment of
case
of
non-payment
all
the
relevant		 interest and expenses, forfeiture and the like,
provisions of these Articles as to payment of shall
apply
as
if
such
sums
had
become
interest and expenses, forfeiture and the like, payable by virtue of a call duly made and
shall
apply
as
if
such
sums
had
become		 notified.
payable by virtue of a call duly made and
notified.

– 10 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. No. Existing Article Existing Article Amended Article Amended Article
**TRANSFER ** OF SHARES
38 The Board may, in its absolute discretion, and
The Board may, in its absolute discretion,
without assigning any reason,
refuse		 to
refuse to register a transfer of any share (not
register a transfer of any share (not being a
being a fully paid up share) to a person of
fully paid up share) to a person of whom it
whom it does not approve or any share issued
does not approve or any share issued under
under
any
share
incentive
scheme
for
any share incentive scheme for employees
employees
upon
which
a
restriction
on
upon which a restriction on transfer imposed
transfer imposed thereby still subsists, and it
thereby still subsists, and it may also refuse to
may also refuse to register any transfer of any
register any transfer of any share to more than
share to more than four joint holders or any
four joint holders or any transfer of any share
transfer of any share (not being a fully paid
(not being a fully paid up share) on which the
up share) on which the Company has a lien.
Company has a lien.
41 If the Board shall refuse to register a transfer
If the Board refuses to register a transfer of
of any share, it shall, within two months after
shares:
the date on which the transfer was lodged
with
the		 Company, send
notice
of
such
(i)
the transferor or transferee may request
refusal, as required by Section 69 of the a
statement
of
the
reasons
for
the
Ordinance. refusal; and
(ii)
the
instrument
of
transfer
must
be
returned to the transferor or transferee
who lodged it unless the Board suspects
that
the
proposed
transfer
may
be
fraudulent.
41A N/A The instrument of transfer must be returned in
accordance with Article 41(ii) together with a
notice of refusal within 2 months after the
date on which the instrument of transfer was
lodged with the Company.
41B N/A If a request is made under Article 41(i), the
directors must, within 28 days after receiving
the request:
(i)
send the transferor or transferee who
made the request a statement of the
reasons for the refusal; or
(ii)
register the transfer.

– 11 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Existing Article Amended Article Amended Article
FORFEITURE OF SHARES
52 A person whose shares have been forfeited
A person whose shares have been forfeited
shall cease to be a member in respect of the
shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding,
forfeited shares, but shall, notwithstanding,
remain
liable
to
pay
to
the
Company
all
remain
liable
to
pay
to
the
Company
all
moneys which, at the date of forfeiture, were
moneys which, at the date of forfeiture, were
payable by him to the Company in respect of
payable by him to the Company in respect of
the shares, together with (if the Board shall in
the shares, together with (if the Board shall in
their discretion so require) interest thereon
their discretion so require) interest thereon
from the date of forfeiture until payment at
from the date of forfeiture until payment at
such rate not exceeding twenty per cent. per
such rate not exceeding twenty per cent. per
annum as the Board may prescribe, and the
annum as the Board may prescribe, and the
Board may enforce the payment thereof if it
Board may enforce the payment thereof if it
thinks
fit,
and
without
any
deduction
or
thinks
fit,
and
without
any
deduction
or
allowance for the value of the shares, at the
allowance for the value of the shares, at the
date of forfeiture, but his liability shall cease
date of forfeiture, but his liability shall cease
if and when the Company shall have received
if and when the Company shall have received
payment in full of all such moneys in respect
payment in full of all such moneys in respect
of the shares. For the purposes of this Article
of the shares. For the purposes of this Article
any sum which, by the terms of issue of a
any sum which, by the terms of issue of a
share, is payable thereon at a fixed time
share, is payable thereon at a fixed time
which is subsequent to the date of forfeiture,
which is subsequent to the date of forfeiture,
whether on account of the nominal value of
shall notwithstanding that time has not yet
the
share
or
by
way
of
premium,
shall
arrived be deemed to be payable at the date of
notwithstanding that time has not yet arrived
forfeiture, and the same shall become due and
be
deemed
to
be
payable
at
the
date
of
payable immediately upon the forfeiture, but
forfeiture, and the same shall become due and
interest
thereon
shall
only
be
payable
in
payable immediately upon the forfeiture, but
respect of any period between the said fixed
interest
thereon
shall
only
be
payable
in
time and the date of actual payment.
respect of any period between the said fixed
time and the date of actual payment.
57 The
provisions
of
these
Articles
as
to
The
provisions
of
these
Articles
as
to
forfeiture
shall
apply
in
the
case
of
forfeiture
shall
apply
in
the
case
of
non-payment of any sum which, by the terms
non-payment of any sum which, by the terms
of issue of a share, becomes payable at a
of issue of a share, becomes payable at a
fixed time, whether on account of the nominal
fixed time, as if the same had been payable
value of the share or by way of premium, as
by virtue of a call duly made and notified.
if the same had been payable by virtue of a
call duly made and notified.

– 12 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Existing Article Amended Article Amended Article Amended Article
STOCK
58 The
Company
may
by
ordinary
resolution
[Intentionally left blank]
convert any paid up shares into stock, and
may from time to time by like resolution
reconvert any stock into paid up shares of any
denomination.
59 The holders of stock may transfer the same or
[Intentionally left blank]
any part thereof in the same manner, and
subject to the same regulations as and subject
to which the shares from which the stock
arose might prior to conversion have been
transferred,
or
as
near
thereto
as
circumstances admit, but the Board may from
time to time, if it thinks fit, fix the minimum
amount of stock transferable and restrict or
forbid
the
transfer
of
fractions
of
that
minimum, but so that such minimum shall not
exceed the nominal amount of the shares from
which the stock arose. No warrants to bearer
shall be issued in respect of any stock.
60 The holders of stock shall, according to the
[Intentionally left blank]
amount of the stock held by them, have the
same
rights,
privileges
and
advantages
as
regards dividends, participation in assets on a
winding up, voting at meetings, and other
matters, as if they held the shares from which
the stock arose, but no such right, privilege or
advantage
(except
participation
in
the
dividends and profits of the Company and in
the assets on winding up) shall be conferred
by an amount of stock which would not, if
existing in shares, have conferred such right,
privilege or advantage.
61 All such of the provisions of these presents as
[Intentionally left blank]
are applicable to paid up shares shall apply to
stock,
and
the
words
“share”
and
“shareholder”
therein
shall
include
“stock”
and “stockholder”.

– 13 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. **Existing ** **Existing ** **Existing ** Article **Amended ** **Amended ** **Amended ** **Amended ** Article
**ALTERATION OF ** CAPITAL
62 (a) The Company may from time to time (a) The Company may from time to time
by ordinary resolution:– by ordinary resolution alter its share
capital in any one or more of the ways
(i) consolidate and divide all or any set out
in
Section
170
of
the
of its share capital into shares of Companies
Ordinance,
including
but
larger or smaller amount than its not limited to:–
existing
shares;
on
any
consolidation of fully paid shares (i) consolidating or dividing all or
into shares of larger amount, the any
of
its
share
capital
into
Board may settle any difficulty shares
of
larger
or
smaller
which
may
arise
as
it
thinks		 number than the number of its
expedient and in particular (but existing
shares;
on
any
without
prejudice
to
the		 consolidation of fully paid shares
generality of the foregoing) may into shares of larger number, the
as between the holders of shares Board may settle any difficulty
to
be
consolidated
determine		 which
may
arise
as
it
thinks
which particular shares are to be expedient and in particular (but
consolidated
into
each		 without
prejudice
to
the
consolidated share, and if it shall generality of the foregoing) may
happen
that
any
persons
shall		 as between the holders of shares
become entitled to fractions of a to
be
consolidated
determine
consolidated
share
or
shares,		 which particular shares are to be
such fractions may be sold by consolidated
into
each
some
person
appointed
by
the		 consolidated share, and if it shall
Board for that purpose, and the happen
that
any
persons
shall
person so appointed may transfer become entitled to fractions of a
the
shares
so
sold
to
the		 consolidated
share
or
shares,
purchaser thereof and the validity such fractions may be sold by
of
such
transfer
shall
not
be		 some
person
appointed
by
the
questioned, and so that the net Board for that purpose, and the
proceeds
of
such
sale
(after		 person so appointed may transfer
deduction
of
the
expenses
of		 the
shares
so
sold
to
the
such
sale)
may
either
be		 purchaser thereof and the validity
distributed
among
the
persons		 of
such
transfer
shall
not
be
who would otherwise be entitled questioned, and so that the net
to a fraction or fractions of a proceeds
of
such
sale
(after
consolidated
share
or
shares		 deduction
of
the
expenses
of
rateably in accordance with their such
sale)
may
either
be
rights and interests or may be distributed
among
the
persons
paid
to
the
Company
for
the		 who would otherwise be entitled
Company’s benefit; 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; and

– 14 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Existing Article Existing Article **Amended ** **Amended ** **Amended ** Article
(ii) cancel any shares which at the (ii) cancelling any shares which at
date
of
the
passing
of
the		 the date of the passing of the
resolution have not been taken or resolution have not been taken or
agreed
to
be
taken
by
any		 agreed
to		 be taken
by
any
person, and diminish the amount person, and diminish the amount
of its share capital by the amount of its share capital by the number
of the shares so cancelled; and of the shares so cancelled.
(iii) sub-divide its shares or any of (b) The Company may by special
them
into
shares
of
smaller		 resolution reduce its share capital in
amount
than
is
fixed
by
the		 any manner authorised and subject to
Memorandum
of
Association,		 any conditions prescribed by law.
subject
nevertheless
to
the
provisions of the 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 law.
**GENERAL ** MEETINGS
63 The Company
shall
in
each
year
hold
a		 The Company shall, when so required by the
general meeting as its annual general meeting Companies Ordinance, in each financial year
in addition to any other meeting in that year hold a general meeting as its annual general
and shall specify the meeting as such in the meeting in addition to any other meeting in
notices calling it; and not more than fifteen that year and shall specify the meeting as
months shall elapse between the date of one such in the notices calling it. The annual
annual general meeting of the Company and general meeting shall be held at such time and
that of the next. The annual general meeting place as the Board shall appoint and may be
shall be held at such time and place as the held at two
or
more
places		 using
any
Board shall appoint. technology that enables the members who are
not together at the same place to listen, speak
and vote at the meeting.

– 15 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article
66 An annual general meeting and a meeting An annual general meeting shall be called by
called for the passing of a special resolution 21 days’ notice in writing at the least (or such
shall be called by 21 days’ notice in writing longer period as may be required by the
at the least, and a meeting of the Company Listing Rules), and a meeting of the Company
other than an annual general meeting or a other than an annual general meeting shall be
meeting for the passing of a special resolution called by 14 days’ notice in writing at the
shall be called by 14 days’ notice in writing least
(or
such
longer
period
as
may
be
at the least. The notice shall be exclusive of required by the Listing Rules). The notice
the day on which it is served or deemed to be shall be exclusive of the day on which it is
served and of the day for which it is given, served or deemed to be served, received or
and shall specify the place, the day and the delivered and of the day for which it is given,
hour
of
meeting
and,
in
case
of
special		 sent or supplied, and shall specify the place
business, the general nature of that business, (and if the meeting is to be held in two or
and shall be given, in the manner hereinafter more
places,
the
principal
place
of
the
mentioned or in such other manner, if any, as meeting and the other place or places of the
may be prescribed by the Company in general meeting), the day and the hour of meeting and
meeting, to such persons as are, under these shall
be
given,
in
the
manner
hereinafter
Articles, entitled to receive such notices from mentioned or in such other manner, if any, as
the Company. 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.
PROCEEDINGS AT GENERAL MEETINGS
68 All business shall be deemed special that is [Intentionally left blank]
transacted
at
an
extraordinary
general
meeting,
and
also
all
business
that
is
transacted at an annual general meeting, with
the exception of sanctioning dividends, the
reading,
considering
and
adopting
of
the
accounts and balance sheet and the reports of
the
Directors
and
Auditors
and
other
documents
required
to
be
annexed
to
the
balance sheet, the election of Directors and
appointment of Auditors and other officers in
the place of those retiring, the fixing of the
remuneration of the Auditors, and the voting
of remuneration or extra remuneration to the
Directors.
71 The Chairman of the Board shall take the The Chairman of the Board shall take the
chair at every general meeting, or, if there be chair at every general meeting, or, if there be
no
such
Chairman
or,
if
at
any
general		 no
such
Chairman
or,
if
at
any
general
meeting such Chairman shall not be present meeting such Chairman shall not be present
within fifteen minutes after the time appointed within fifteen minutes after the time appointed
for
holding
such
meeting,
the
members		 for
holding
such
meeting,
the
members
present
and
entitled
to
vote
shall
choose		 present
and
entitled
to
vote
shall
choose
another
Director
as
Chairman,
and
if
no		 another
Director
as
Chairman,
and
if
no
Director be present, or if all the Directors Director be present, or if all the Directors
present decline to take the chair, or if the present decline to take the chair, or if the
Chairman chosen shall retire from the chair, Chairman chosen shall retire from the chair,
then the members present and entitled to vote then the members present and entitled to vote
shall choose one of the their own number to shall choose one of them to be Chairman.
be Chairman.

– 16 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
73 At any general meeting a resolution put to the At any general meeting a resolution put to the
vote of the meeting shall be decided on a vote of the meeting shall be decided on a
show of hands unless a poll is taken as may show of hands unless a poll is taken as may
from
time
to
time
be
required
under
the		 from
time
to
time
be
required
under
the
Listing Rules or any other applicable laws, Listing Rules or any other applicable laws,
rules or regulations or unless a poll is (before rules or regulations or unless a poll is (before
or on the declaration of the result of the show or on the declaration of the result of the show
of hands) demanded:– of hands) demanded:–
(a)
by the Chairman; or		 (a)
by the Chairman; or
(b)
by at least three members present in		 (b)
by at least five members present in
person or in the case of a member person or in the case of a member
being
a
corporation
by
its
duly		 being
a
corporation
by
its
duly
authorised representative or by proxy authorised representative or by proxy
for the time being entitled to vote at for the time being entitled to vote at
the meeting; or the meeting; or
(c)
by any member or members present in		 (c)
by any member or members present in
person or in the case of a member person or in the case of a member
being
a
corporation
by
its
duly		 being
a
corporation
by
its
duly
authorised representative or by proxy authorised representative or by proxy
and representing not less than one-tenth and
representing
not
less
than
of the total voting rights of all the one-twentieth of the total voting rights
members having the right to vote at the of all the members having the right to
meeting; or vote at the meeting; or
(d)
by any member or members present in		 (d)
by any member or members present in
person or in the case of a member person or in the case of a member
being
a
corporation
by
its
duly		 being
a
corporation
by
its
duly
authorised representative or by proxy authorised representative or by proxy
and
holding
shares
in
the
Company		 and
holding
shares
in
the
Company
conferring
a
right
to
vote
at
the		 conferring
a
right
to
vote
at
the
meeting
being
shares
on
which
an		 meeting
being
shares
on
which
an
aggregate sum has been paid up equal aggregate sum has been paid up equal
to not less than one-tenth of the total to not less than one-twentieth of the
sum
paid
up
on
all
the
shares		 total sum paid up on all the shares
conferring that right. conferring that right.
Unless a poll is so taken as required under the Unless a poll is so taken as required under the
Listing Rules or any other applicable laws, Listing Rules or any other applicable laws,
rules or regulations or unless a poll be so rules or regulations or unless a poll be so
demanded and the demand is not withdrawn, a demanded and the demand is not withdrawn, a
declaration by the Chairman that a resolution declaration by the Chairman that a resolution
has on a show of hands been carried or has on a show of hands been carried or
carried
unanimously,
or
by
a
particular		 carried
unanimously,
or
by
a
particular
majority, or lost, and an entry to that effect in majority, or lost, and an entry to that effect in
the
book
containing
the
minutes
of
the		 the
book
containing
the
minutes
of
the
proceedings
of
the
Company,
shall
be		 proceedings
of
the
Company,
shall
be
conclusive evidence of the fact without proof conclusive evidence of the fact without proof
of the number or proportion of the votes of the number or proportion of the votes
recorded in favour or against such resolution. recorded in favour or against such resolution.
The demand for a poll may be withdrawn. The demand for a poll may be withdrawn.

– 17 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. No. Existing Article Amended Article Amended Article
**VOTES ** **OF ** MEMBERS
78 Subject to any special rights, privileges or
Subject to any special rights, privileges or
restrictions as to voting for the time being
restrictions as to voting for the time being
attached to any class or classes of shares, at
attached to any class or classes of shares, at
any general meeting on a show of hands every
any general meeting on a show of hands every
member who (being an individual) is present
member who (being an individual) is present
in person or (being a corporation) is present
in person or (being a corporation) is present
by
a
representative
duly
authorised
under
by
a
representative
duly
authorised
under
Section 115 of the Ordinance, shall have one
Section
606
of
the
Companies
Ordinance,
vote, and on a poll every member present in
shall have one vote, and on a poll every
person or by proxy or by duly authorised
member present in person or by proxy or by
representative shall have one vote for every
duly authorised representative shall have one
fully paid share of which he is the holder and
vote for every share of which he is the holder
have for every partly paid share of which he
which is fully paid up or credited as fully
is the holder the fraction of one vote equal to
paid up (but so that no amount paid up or
the proportion which the nominal amount due
credited as paid up on a share in advance of
and paid up thereon bears to the nominal
calls shall be treated for the purposes of this
value of the share, but no amount paid or
Article as paid up on the share). On a poll a
credited as paid up on a share in advance of
member entitled to more than one vote need
calls shall be treated for the purposes of this
not use all his votes or cast all the votes he
Article as paid up on the share. On a poll a
uses in the same way.
member entitled to more than one vote need
not use all his votes or cast all the votes he
uses in the same way.
80 Where there are joint registered holders of
Where there are joint registered holders of
any share, any one of such persons may vote
any share, any one of such persons may vote
at any meeting, either personally or by proxy,
at any meeting, either personally or by proxy,
in respect of such share as if he were solely
in respect of such share as if he were solely
entitled thereto: but if more than one of such
entitled thereto: but if more than one of such
joint
holders
be
present
at
any
meeting
joint
holders
be
present
at
any
meeting
personally or by proxy, that one of the said
personally or by proxy, that one of the said
persons so present whose name stands first on
persons so present whose name stands first on
the register in respect of such share, shall
the register (and any proxies duly authorised
alone be entitled to vote in respect thereof.
by the holder) in respect of such share, shall
Several
executors
or
administrators
of
a
alone be entitled to vote in respect thereof.
deceased member in whose name any share
Several
executors
or
administrators
of
a
stands shall for the purpose of this Article be
deceased member in whose name any share
deemed joint holders thereof. stands shall for the purpose of this Article be
deemed joint holders thereof.

– 18 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
81 A member of unsound mind, or in respect of A member of unsound mind, or in respect of
whom an order has been made by any court whom an order has been made by any court
having
jurisdiction
in
cases
of
mental		 having
jurisdiction
in
cases
of
mental
disorders, may vote, whether on a show of disorders, may vote, whether on a show of
hands or on a poll, by his committee, receiver, hands or on a poll, by his committee, receiver,
curator bonis, or other person in the nature of curator bonis, or other person in the nature of
a
committee,
receiver
or
curator
bonis		 a
committee,
receiver
or
curator
bonis
appointed
by
that
court,
and
any
such		 appointed
by
that
court,
and
any
such
committee, receiver, curator bonis or other committee, receiver, curator bonis or other
person
may,
on
a
poll,
vote
by
proxy,		 person
may,
on
a
poll,
vote
by
proxy,
provided that such evidence as the Directors provided that such evidence as the Directors
may require of the authority of the person may require of the authority of the person
claiming to vote shall have been deposited at claiming to vote shall have been deposited at
the registered office of the Company not less the registered office of the Company not less
than forty-eight hours before the time for than:
holding the meeting, or adjourned meeting or
poll, as the case may be. (a)
forty-eight hours before the time for
holding a general meeting or adjourned
general meeting; or
(b)
twenty-four
hours
before
the
time
appointed for a poll taken more than
forty-eight hours after it was demanded.
85 The instrument appointing a proxy and the The instrument appointing a proxy and the
power of attorney or other authority, if any, power of attorney or other authority, if any,
under
which
it
is
signed
or
a
notarially		 under
which
it
is
signed
or
a
notarially
certified copy of that power or authority shall certified copy of that power or authority shall
be deposited at the registered office of the be deposited at the registered office of the
Company
or
at
such
other
place
as
is		 Company
or
at
such
other
place
as
is
specified in the notice of meeting or in the specified in the notice of meeting or in the
instrument of proxy issued by the Company instrument of proxy issued by the Company
not less than forty-eight hours before the time not less than:
for holding the meeting or adjourned meeting
or poll (as the case may be) at which the (a)
forty-eight hours before the time for
person named in such instrument proposes to holding
the
meeting
or
adjourned
vote, and in default the instrument of proxy meeting; or
shall not be treated as valid. No instrument
appointing
a
proxy
shall
be
valid
after		 (b)
twenty-four
hours
before
the
time
expiration of twelve months from the date of appointed for a poll taken more than
its execution, except at an adjourned meeting forty-eight hours after it was demanded,
or on a poll demanded at a meeting or an
adjourned meeting in cases where the meeting and in default the instrument of proxy shall
was
originally
held
within
twelve
months		 not
be
treated
as
valid.
No
instrument
from such date. Delivery of an instrument appointing
a
proxy
shall
be
valid
after
appointing
a
proxy
shall
not
preclude
a		 expiration of twelve months from the date of
member from attending and voting in person its execution, except at an adjourned meeting
at the meeting or poll concerned and, in such or on a poll demanded at a meeting or an
event, the instrument appointing a proxy shall adjourned meeting in cases where the meeting
be deemed to be revoked. was
originally
held
within
twelve
months
from such date. Delivery of an instrument
appointing
a
proxy
shall
not
preclude
a
member from attending and voting in person
at the meeting or poll concerned and, in such
event, the instrument appointing a proxy shall
be deemed to be revoked.

– 19 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Existing Article Amended Article
**BOARD OF ** DIRECTORS
92 The Board shall have power from time to The Board shall have power from time to
time, and at any time to appoint any person as time, and at any time to appoint any person as
a Director either to fill a casual vacancy or as a Director either to fill a casual vacancy or as
an addition to the Board. Any Director so an addition to the Board. Any Director so
appointed shall hold office only until the next appointed shall hold office only until the next
following
annual
general
meeting
of
the		 following
annual
general
meeting,
or
if
Company
and
shall
then
be
eligible
for		 earlier,
the
next
following
extraordinary
re-election at that meeting. general meeting, of the Company and shall
then
be
eligible
for
re-election
at
that
meeting.
93(c) An
alternate
Director
shall
(except
when		 An
alternate
Director
shall
(except
when
absent from Hong Kong, for which purpose he absent from Hong Kong, for which purpose he
shall be deemed absent from Hong Kong on shall be deemed absent from Hong Kong on
any day if he has given to the Secretary any day if he has given to the Secretary
notice of his intention to be absent from Hong notice of his intention to be absent from Hong
Kong for any period including such day and Kong for any period including such day and
has not revoked such notice) be entitled to has not revoked such notice) be entitled to
receive notices of meeting of the Board and receive notices of meeting of the Board and
shall be entitled to attend and vote as a shall be entitled to attend and vote as a
Director at any such meeting at which the Director at any such meeting at which the
Director
appointing
him
is
not
personally		 Director
appointing
him
is
not
personally
present
and
generally
at
such
meeting
to		 present
and
generally
at
such
meeting
to
perform all the functions of his appointor as a perform all the functions of his appointor as a
Director,
and
for
the
purposes
of
the		 Director,
and
for
the
purposes
of
the
proceedings at such meeting the provisions of proceedings at such meeting the provisions of
these Articles shall apply as if he (instead of these Articles shall apply as if he (instead of
his appointor) were a Director. If he shall be his appointor) were a Director. If he shall be
himself a Director or shall attend any such himself a Director and/or shall attend any
meeting as an alternate for more than one such meeting as an alternate for more than
Director his voting rights shall be cumulative. one
Director
his
voting
rights
shall
be
If his appointor is for the time being absent cumulative. If his appointor is for the time
from Hong Kong or temporarily unable to act being absent from Hong Kong or temporarily
through ill-health or disability, his signature to unable to act through ill-health or disability,
any resolution in writing of the Board shall be his signature to any resolution in writing of
as effective as the signature of his appointor. the
Board
shall
be
as
effective
as
the
To such extent as the Board may from time to signature of his appointor. To such extent as
time determine in relation to any committees the Board may from time to time determine in
of the Board, the foregoing provisions of this relation to any committees of the Board, the
paragraph shall also apply mutatis mutandis to foregoing provisions of this paragraph shall
any meeting of any such committee of which also apply mutatis mutandis to any meeting of
his
appointor
is
a
member.
An
alternate		 any such committee of which his appointor is
Director shall not, save as aforesaid, have a member. An alternate Director shall not,
power to act as a Director nor shall he be save as aforesaid, have power to act as a
deemed to be a Director for the purposes of Director nor shall he be deemed to be a
these Articles. Director for the purposes of these Articles.

– 20 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article
98 Notwithstanding the foregoing Articles 95, 96 Notwithstanding the foregoing Articles 95, 96
and
97,
the
remuneration
of
a
Managing		 and
97,
the
remuneration
of
a
Managing
Director,
Joint
Managing
Director,
Deputy		 Director,
Joint
Managing
Director,
Deputy
Managing
Director
or
other
Executive		 Managing
Director
or
other
Executive
Director or a Director appointed to any other Director or a Director appointed to any other
office in the management of the Company office in the management of the business of
shall from time to time be fixed by the Board the Company shall from time to time be fixed
and may be by way of salary, commission, or by the Board and may be by way of salary,
participation in profits or otherwise or by all commission,
or
participation
in
profits
or
or any of those modes and with such other otherwise or by all or any of those modes and
benefits
(including
pension
and/or
gratuity		 with such other benefits (including pension
and/or
other
benefits
on
retirement)
and		 and/or
gratuity
and/or
other
benefits
on
allowances as the Board may from time to retirement) and allowances as the Board may
time decide. Such remuneration shall be in from time to time decide. Such remuneration
addition to his remuneration as a Director. shall be in addition to his remuneration as a
Director.
99(a)(iv) If
he
becomes
prohibited
from
being
a		 If
he
becomes
prohibited
from
being
a
Director by reason of any provision of the Director by reason of any provision of the
Companies Ordinance. Companies
Ordinance
or
the
Companies
(Winding Up and Miscellaneous Provisions)
Ordinance (Cap 32) or is otherwise prohibited
from being a Director by law.
100(c) A Director of the Company may be or become A Director of the Company may be or become
a director or other officer of, or otherwise a director or other officer of, or otherwise
interested in, any company promoted by the interested in, any company promoted by the
Company or any other company in which the Company or any other company in which the
Company may be interested, and shall not be Company may be interested, and, subject to
liable
to
account
to
the
Company
or
the		 the Companies Ordinance, shall not be liable
members
for
any
remuneration,
profits
or		 to account to the Company or the members
other benefits received by him as director or for any remuneration, profits or other benefits
officer of or from his interest in such other received by him as director or officer of or
company.
The
Board
may
also
cause
the		 from his interest in such other company. The
voting power conferred by the shares in any Board
may
also
cause
the
voting
power
other
company
held
or
owned
by
the		 conferred by the shares in any other company
Company or exercisable by it as director of held or owned by the Company or exercisable
such other company to be exercised in such by it as director of such other company to be
manner
in
all
respects
as
it
thinks
fit,		 exercised in such manner in all respects as it
including the exercise thereof in favour of any thinks fit, including the exercise thereof in
resolution appointing the Directors or any of favour
of
any
resolution
appointing
the
them to be directors or officers of such other Directors or any of them to be directors or
company,
or
voting
or
providing
for
the		 officers of such other company, or voting or
payment of remuneration to the directors or providing for the payment of remuneration to
officers of such other company. the
directors
or
officers
of
such
other
company.

– 21 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
100(f) Subject to the Ordinance and to the next Subject to the Companies Ordinance and to
paragraph
of
this
Article,
no
Director
or		 the next paragraph of this Article, no Director
proposed
or
intending
Director
shall
be		 or proposed or intending Director shall be
disqualified by this office from contracting disqualified by this office from contracting
with the Company, either with regard to his with the Company, either with regard to his
tenure of any office or place of profit or as tenure of any office or place of profit (except
vendor, purchaser or in any other manner that of Auditor) or as vendor, purchaser or in
whatsoever, nor shall any such contract or any any other manner whatsoever, nor shall any
other contract or arrangement in which any such
contract
or
any
other
contract
or
Director is in any way interested be liable to arrangement in which any Director is in any
be
avoided,
nor
shall
any
Director
so		 way interested be liable to be avoided, nor
contracting or being so interested be liable to shall any Director so contracting or being so
account to the Company or the members for interested be liable to account to the Company
any
remuneration,
profit
or
other
benefits		 or the members for any remuneration, profit
realised by any such contract or arrangement or other benefits realised by any such contract
by reason of such Director holding that office or arrangement by reason of such Director
or
of
the
fiduciary
relationship
thereby		 holding
that
office
or
of
the
fiduciary
established. relationship thereby established.

– 22 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Amended Article
100(g) A Director who to his knowledge is in any A Director who to his knowledge is in any
way, whether directly or indirectly, interested way, whether directly or indirectly, interested
in
a
contract
or
arrangement
or
proposed		 in a transaction, contract or arrangement or
contract or arrangement with the Company proposed transaction, contract or arrangement
shall declare the nature of his interest at the with the Company shall declare the nature of
meeting of the Board at which the question of his interest at the meeting of the Board at
entering into the contract or arrangement is which
the
question
of
entering
into
the
first taken into consideration if he knows his transaction, contract or arrangement is first
interest then exists, or in any other case at the taken
into
consideration
if
he
knows
his
first meeting of the Board after he knows that interest then exists, or in any other case as
he is or has become so interested. For this soon as is reasonably practicable, and in any
purpose, a general notice to the Board by a event, at the first meeting of the Board after
Director to the effect that:– he
knows
that
he
is
or
has
become
so
interested, and such declaration shall be made
(i)
he is a member of a specified company		 in accordance with the Companies Ordinance.
or
firm
and
is
to
be
regarded
as		 For this purpose, a general notice to the
interested
in
any
contract		 or Board by a Director to the effect that:–
arrangement which may after the date
of
the
notice
be
made
with		 that (i)
he is interested (as a member, officer,
company or firm; or employee or otherwise) in a specified
company or firm (with such notice to
(ii)
he is to be regarded as interest in		 any specify the nature and extent of the
contract
or
arrangement
which		 may Director’s
interest)
and
is
to
be
after the date of the notice be made regarded
as
interested
in
any
with
a
specified
person
who		 is transaction,
contract
or
arrangement
connected with him, which may after the date of the notice
be made with that company or firm; or
shall be deemed to be a sufficient declaration
of interest in relation to any such contract or (ii)
he is to be regarded as interested in any
arrangement; provided that no such notice transaction,
contract
or
arrangement
shall be effective unless either it is given at a which may after the date of the notice
meeting of the Board or the Director takes be made with a specified person who is
reasonable steps to secure that it is brought up connected (as such term is defined in
and read at the next Board meeting after it is the
Companies
Ordinance)
with
him
given. (with such notice to specify the nature
of the Director’s connection),
shall be deemed to be a sufficient declaration
of interest in relation to any such transaction,
contract
or
arrangement;
provided
that
no
such notice shall be effective unless either it
is given at a meeting of the Board or it is in
writing and sent to the Company, and the
Director takes reasonable steps to secure that
it is brought up and read at the next Board
meeting after it is given.

– 23 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article
100(i) A company shall be deemed to be a company A company shall be deemed to be a company
in which a Director and/or his associate(s) in which a Director and/or his associate(s)
own(s) 5 per cent. or more if and so long as own(s) 5 per cent. or more and if and so long
(but only if and so long as) he and/or his as (but only if and so long as) he and/or his
associate(s) is/are either directly or indirectly) associate(s) is/are either directly or indirectly
the holder(s) of or beneficially interested in 5 the holder(s) of or beneficially interested in 5
per cent. or more of any class of the equity per cent. or more of any class of the equity
share capital of such company (or of any third share capital of such company (or of any third
company through which his interest or that of company through which his interest or that of
any of his associates is derived) or of the any of his associates is derived) or of the
voting rights available to members of such voting rights available to members of such
company. For the purpose of this paragraph company. For the purpose of this paragraph
there shall be disregarded any shares held by there shall be disregarded any shares held by
a
Director
or
his
associate(s)
as
bare
or		 a
Director
or
his
associate(s)
as
bare
or
custodian trustee and in which the interest of custodian trustee and in which the interest of
the
Director
or
his
associate(s)
is/are
in		 the
Director
or
his
associate(s)
is/are
in
reversion or remainder if and so long as some reversion or remainder if and so long as some
other person is entitled to receive the income other person is entitled to receive the income
thereof,
and
any
shares
comprised
in
an		 thereof,
and
any
shares
comprised
in
an
authorised unit trust scheme in which the authorised unit trust scheme in which the
Director or his associate(s) is/are interested Director or his associate(s) is/are interested
only as a unit holder and any shares which only as a unit holder and any shares which
carry no voting right at general meetings and carry no voting right at general meetings and
very restrictive dividend and return of capital very restrictive dividend and return of capital
right. right.
100(m) The Company may by Ordinary Resolution The
Company
may
by
ordinary
resolution
ratify any transaction not duly authorised by ratify any transaction not duly authorised by
reason of a contravention of these Articles reason of a contravention of these Articles
provided that no Director who is or whose provided that no Director who is or whose
associate(s) is/are materially interested in such associate(s) is/are materially interested in such
transaction,
together
with
any
of
his		 transaction,
together
with
any
of
his
associates,
shall
vote
upon
such
Ordinary		 associates,
shall
vote
upon
such
ordinary
Resolution in respect of any shares in the resolution in respect of any shares in the
Company in which they are interested. Company in which they are interested.
**ROTATION ** OF DIRECTORS
103 If at any general meeting at which an election If at any general meeting at which an election
of Directors ought to take place, the place of of Directors ought to take place and the place
a retiring Director is not filled up, the retiring of a retiring Director is not filled up, the
Director
shall
be
deemed
to
have
been		 reappointment of such retiring Director shall
re-elected and shall, if willing, continue in be voted on individually.
office until the next annual general meeting
and so on from year to year until his place is
filled up, unless it shall be expressly resolved
at such meeting to reduce the number of
Directors, or not to fill such vacated office, or
unless a resolution for the re-election of such
Director shall have been put to such meeting
and lost.
106 The
Company
shall
keep
at
its
office
a		 The
Company
shall
keep
at
its
office
a
register containing all such particulars of its register containing all such particulars of its
Directors as are required by the Ordinance to Directors as are required by the Companies
be kept therein and shall send to the Registrar Ordinance to be kept therein and shall send to
of Companies a copy of such register and the Registrar of Companies a copy of such
shall from time to time notify to the Registrar register and shall from time to time notify to
any change that takes place in such Directors the Registrar any change that takes place in
or
their
particulars
as
required
by
the		 such Directors or their particulars as required
Ordinance. by the Companies Ordinance.

– 24 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Existing Article Amended Article
**POWERS ** **OF ** DIRECTORS
118(a) Subject to any exercise by the Board of the Subject to any exercise by the Board of the
powers conferred by Articles 117, 119, 120, powers conferred by Articles 117, 119, 120,
121,
127,
139
and
140
hereof,
the		 121,
127,
139
and
140
hereof,
the
management of the business of the Company management of the business of the Company
shall be vested in the Board who, in addition shall be vested in the Board who, in addition
to the powers and authorities by these Articles to the powers and authorities by these Articles
expressly conferred upon them, may exercise expressly conferred upon them, may exercise
all such powers and do all such acts and all such powers and do all such acts and
things as may be exercised or done by the things as may be exercised or done by the
Company
and
are
not
hereby
or
by
the		 Company
and
are
not
hereby
or
by
the
Ordinance expressly directed or required to be Companies Ordinance expressly directed or
exercised or done by the Company in general required
to
be
exercised
or
done
by
the
meeting,
but
subject
nevertheless
to
the		 Company
in
general
meeting,
but
subject
provisions
of
the
Ordinance
and
of
these		 nevertheless
to
the
provisions
of
the
Articles and to any regulations from time to Companies Ordinance and of these Articles
time
made
by
the
Company
in
general		 and to any regulations from time to time
meeting
not
being
inconsistent
with
such		 made by the Company in general meeting not
provisions or these Articles: Provided that no being inconsistent with such provisions or
regulation so made shall invalidate any prior these Articles: Provided that no regulation so
act of the Board which would have been valid made shall invalidate any prior act of the
if such regulation had not been made. Board which would have been valid if such
regulation had not been made.
118(b)(i) To give to any person the right or option of To give to any person the right or option of
requiring at a future date that an allotment requiring at a future date that an allotment
shall be made to him of any share at par or at shall be made to him of any share at such
such premium as may be agreed. amount as may be agreed.
PROCEEDINGS OF THE DIRECTORS
126 A meeting of the Board for the time being at A meeting of the Board for the time being at
which a quorum is present shall be competent which a quorum is present shall be competent
to
exercise
all
or
any
of
the
authorities,		 to
exercise
all
or
any
of
the
authorities,
powers
and
discretions
by
or
under
the		 powers
and
discretions
by
or
under
these
Articles of the Company for the time being Articles
for
the
time
being
vested
in
or
vested
in
or
exercisable
by
the
Board		 exercisable by the Board generally.
generally.
SECRETARY
134 The Secretary shall be appointed by the Board The Secretary shall be appointed by the Board
for such term, at such remuneration and upon for such term, at such remuneration and upon
such conditions as it may think fit, and any such conditions as it may think fit, and any
Secretary so appointed may be removed by Secretary so appointed may be removed by
the
Board. Anything
by
the
Ordinance
or		 the
Board.
Anything
by
the
Companies
these Articles required or authorised to be Ordinance
or
these
Articles
required
or
done by or to the Secretary, if the office is authorised to be done by or to the Secretary,
vacant or there is for any other reason no if the office is vacant or there is for any other
Secretary capable of acting, may be done by reason no Secretary capable of acting, may be
or to any assistant or deputy Secretary, or if done
by
or
to
any
assistant
or
deputy
there
is
no
assistant
or
deputy
Secretary		 Secretary, or if there is no assistant or deputy
capable of acting, by or to any officer of the Secretary capable of acting, by or to any
Company authorised generally or specially on officer of the Company authorised generally
that behalf by the Board. In the event that the or specially on that behalf by the Board. In
Secretary appointed is a corporation or other the event that the Secretary appointed is a
body, it may act and sign by the hand of any corporation or other body, it may act and sign
one or more of its directors or officers duly by
the
hand
of
any
one
or
more
of
its
authorised. directors or officers duly authorised.

– 25 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No.
Existing Article		 Article No.
Existing Article		 Article No.
Existing Article		 Article No.
Existing Article		 Amended Article Amended Article Amended Article Amended Article Amended Article
136 A provision of the Ordinance or of these A provision of the Companies Ordinance or of
Articles requiring or authorising a thing to be these Articles requiring or authorising a thing
done by or to a Director and the Secretary to be done by or to a Director and the
shall not be satisfied by its being done by or Secretary shall not be satisfied by its being
to the same person acting both as Director done by or to the same person acting both as
and as or in place of the Secretary. Director and as or in place of the Secretary.
**MANAGEMENT ** – MISCELLANEOUS
137 (a) The Board shall provide for the safe (a) (i) The Board shall provide for the
custody of the seal which shall only be safe custody of the seal which
used by the authority of the Board or of shall
only
be
used
by
the
a committee of the Board authorised by authority of the Board or of a
the Board on their behalf, and every committee
of
the
Board
instrument to which the seal shall be authorised by the Board on their
affixed shall be signed by a Director behalf, and every instrument to
and
shall
be
countersigned
by
the		 which the seal shall be affixed
Secretary or by a second Director or by shall be signed by a Director and
some other person appointed by the shall
be
countersigned
by
the
Board for the purpose. Provided that Secretary or by a second Director
the Board may either generally or in or
by
some
other
person
any
particular
case
or
cases
resolve		 appointed by the Board for the
(subject to such restrictions as to the purpose. Provided that the Board
manner
in
which
the
seal
may
be		 may either generally or in any
affixed as the Board may determine) particular case or cases resolve
that such signatures or any of them (subject to such restrictions as to
may be affixed to certificates for shares the
manner
in
which
the
seal
or debentures or representing any other may be affixed as the Board may
form of security by some mechanical determine) that such signatures
means
other
than
autographic
to
be		 or any of them may be affixed to
specified in such resolution or that such certificates
for
shares
or
certificates need not be signed by any debentures
or
representing
any
person. Every instrument executed in other form of security by some
manner provided by this Article shall mechanical
means
other
than
be deemed to be sealed and executed autographic
to
be
specified
in
with
the
authority
of
the
Board		 such
resolution
or
that
such
previously given. 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 Board previously
given.
(ii) Notwithstanding Article 137(a)(i),
the
Company
may
execute
a
document as a deed in any other
manner as may be permitted by
law.

– 26 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. Existing Article Existing Article Amended Article Amended Article
(b) The Company may have an official seal (b) The Company may have an official seal
for
use
for
sealing
certificates
for		 for
use
for
sealing
certificates
for
shares or other securities issued by the shares or other securities issued by the
Company as permitted by Section 73A Company as permitted by Section 126
of the Ordinance (and no signature of of the Companies Ordinance (and no
any Director, officer or other person signature of any Director, officer or
and no mechanical reproduction thereof other
person
and
no
mechanical
shall
be
required
on
any
such		 reproduction thereof shall be required
certificates or other document and any on
any
such
certificates
or
other
such certificates or other document to document and any such certificates or
which such official seal is affixed shall other document to which such official
be
valid
and
deemed
to
have
been		 seal
is
affixed
shall
be
valid
and
sealed and executed with the authority deemed
to
have
been
sealed
and
of
the
Board
notwithstanding
the		 executed
with
the
authority
of
the
absence
of
any
such
signature
or		 Board notwithstanding the absence of
mechanical reproduction as aforesaid) any
such
signature
or
mechanical
and
an
official
seal
for
use
abroad		 reproduction
as
aforesaid)
and
an
under the provisions of the Companies official seal for use abroad under the
Ordinance where and as the Board shall provisions of the Companies Ordinance
determine, and the Company may by where and as the Board shall determine,
writing
under
the
seal
appoint
any		 and the Company may by writing under
agents
or
agent,
committees
or		 the seal appoint any agents or agent,
committee
abroad
to
be
the
duly		 committees or committee abroad to be
authorised agents of the Company for the
duly
authorised
agents
of
the
the purpose of affixing and using such Company for the purpose of affixing
official seal and they may impose such and using such official seal and they
restrictions on the use thereof as may may impose such restrictions on the use
be
thought
fit.
Wherever
in
these		 thereof
in
accordance
with
the
Articles reference is made to the seal, Companies
Ordinance
and
as
may
the reference shall, when and so far as otherwise be thought fit. Wherever in
may
be
applicable,
be
deemed
to		 these Articles reference is made to the
include
any
such
official
seal
as		 seal, the reference shall, when and so
aforesaid. far as may be applicable, be deemed to
include
any
such
official
seal
as
aforesaid.

– 27 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

**Article ** No. No. Existing Article Existing Article Amended Article Amended Article Amended Article
139 (a) The Board may from time to time, and (a) The Board may from time to time, and
at any time, by power of attorney under at any time, by power of attorney under
the common seal, appoint any company, the common seal or executed as a deed,
firm or person, or any fluctuating body appoint any company, firm or person,
of persons, whether nominated directly or
any
fluctuating
body
of
persons,
or indirectly by the Board to be the whether nominated directly or indirectly
attorney or attorneys of the Company by the Board to be the attorney or
for
such
purposes
and
with
such		 attorneys
of
the
Company
for
such
powers, authorities and discretions (not purposes
and
with
such
powers,
exceeding those vested in or exercisable authorities
and
discretions
(not
by the Board under these Articles) and exceeding those vested in or exercisable
for such period and subject to such by the Board under these Articles) and
conditions as it may think fit, and any for such period and subject to such
such power of attorney may contain conditions as it may think fit, and any
such provisions for the protection and such power of attorney may contain
convenience
of
persons
dealing
with		 such provisions for the protection and
any such attorney as the Board may convenience
of
persons
dealing
with
think fit, and may also authorise any any such attorney as the Board may
such attorney to sub-delegate all or any think fit, and may also authorise any
of
the
powers
authorities
and		 such attorney to sub-delegate all or any
discretions vested in him. of
the
powers
authorities
and
discretions vested in him.
(b) The Company may, by writing under its
common
seal,
empower
any
person,		 (b) The Company may, by writing under its
either generally or in respect of any common seal, or executed as a deed,
specified
matter,
as
its
attorney,		 to empower any person, either generally
execute deeds and instruments on its or in respect of any specified matter, as
behalf and to enter into contracts and its
attorney,
to
execute
deeds
and
sign the same on its behalf in any place instruments on its behalf and to enter
not
situate
within
Hong
Kong,
and		 into contracts and sign the same on its
every deed signed by such attorney on behalf in any place not situate within
behalf of the Company and under his Hong Kong, and every deed executed
seal shall bind the Company and have by
such
attorney
on
behalf
of
the
the same effect as if it were under the Company
and
under
his
seal
or
common seal of the Company. executed
as
a
deed
shall
bind
the
Company and have the same effect as if
it
were
under
the
common
seal
or
executed as a deed of the Company.

– 28 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Existing Article Amended Article
CAPITALISATION OF RESERVES
142(a) The Company in general meeting may upon The Company in general meeting may upon
the recommendation of the Directors resolve the recommendation of the Directors resolve
that it is desirable to capitalise any part of the that it is desirable to capitalise any part of the
amount for the time being standing to the amount for the time being standing to the
credit
of
any
of
the
Company’s
reserve		 credit
of
any
of
the
Company’s
reserve
accounts or to the credit of the profit and loss accounts or to the credit of the profit and loss
account or otherwise available for distribution account or otherwise available for distribution
(and not required for the payment or provision (and not required for the payment or provision
of
the
dividend
on
any
shares
with
a		 of
the
dividend
on
any
shares
with
a
preferential right to dividend) and accordingly preferential right to dividend) and accordingly
that such sums be set free for distribution that such sums be set free for distribution
amongst the members holding ordinary shares amongst the members holding ordinary shares
in proportion to the number of ordinary shares in proportion to the number of ordinary shares
(whether or not fully paid) held by them (whether or not fully paid) held by them
respectively on condition that the same be not respectively on condition that the same be not
paid
in
cash
but
be
applied
either
in
or		 paid
in
cash
but
be
applied
either
in
or
towards paying up any amounts for the time towards paying up any amounts for the time
being unpaid on any shares held by such being unpaid on any shares held by such
members respectively or paying up in full members respectively or paying up in full
unissued shares or debentures of the Company unissued shares or debentures of the Company
to be allotted and distributed credited as fully to be allotted and distributed credited as fully
paid up to and amongst such members in the paid up to and amongst such members in the
proportions aforesaid, or partly in the one way proportions aforesaid, or partly in the one way
and partly in the other, and the Board shall and partly in the other.
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 the paying
up of unissued shares to be issued to members
of the Company as fully paid up shares.
SUBSCRIPTION RIGHTS RESERVE
143 Same Inserting “The following provisions shall have
effect
to
the
extent
that
they
are
not
prohibited by and are in compliance with the
Companies Ordinance:” before (a).

– 29 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article DIVIDENDS AND RESERVES 147 Whenever the Board or the Company in Whenever the Board or the Company in general meeting have resolved that a dividend general meeting have resolved that a dividend be paid or declared, the Board may further be paid or declared, the Board may further resolve that such dividend be satisfied wholly resolve that such dividend be satisfied wholly or in part by the distribution of specific assets or in part by the distribution of specific assets of any kind and in particular of paid up of any kind and in particular of paid up shares, debentures or warrants to subscribe shares, debentures or warrants to subscribe securities of the Company or any other securities of the Company or any other company, or in any one or more of such ways, company, or in any one or more of such ways, and where any difficulty arises in regard to and where any difficulty arises in regard to the distribution the Board may settle the same the distribution the Board may settle the same as it thinks expedient, and in particular may as it thinks expedient, and in particular may issue fractional certificates, disregard issue fractional certificates, disregard fractional entitlements or round the same up fractional entitlements or round the same up or down, and may fix the value for or down, and may fix the value for distribution of such specific assets, or any distribution of such specific assets, or any part thereof, and may determine that cash part thereof, and may determine that cash payments shall be made to any members upon payments shall be made to any members upon the footing of the value so fixed in order to the footing of the value so fixed in order to adjust the rights of all parties, and may vest adjust the rights of all parties, and may vest and such specific assets in trustees as may and such specific assets in trustees as may seem expedient to the Board and may appoint seem expedient to the Board and may appoint any person to sign any requisite instruments any person to sign any requisite instruments of transfer and other documents on behalf of of transfer and other documents on behalf of the persons entitled to the dividend, and such the persons entitled to the dividend, and such appointment shall be effective. Where appointment shall be effective. Where requisite, a contract shall be filed in requisite, a contract shall be filed in accordance with the provisions of the accordance with the provisions of the Ordinance, and the Board may appoint any Companies Ordinance, and the Board may person to sign such contract on behalf of the appoint any person to sign such contract on persons entitled to the dividend, and such behalf of the persons entitled to the dividend, appointment shall be effective. and such appointment shall be effective. 148(a)(i)(dd) the dividend (or that part of the dividend to the dividend (or that part of the dividend to be satisfied by the allotment of shares as be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on aforesaid) shall not be payable in cash on shares in respect whereof the cash election shares in respect whereof the cash election has not been duly exercised (“the non-elected has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares shares”) and in satisfaction thereof shares shall be allotted credited as fully paid to the shall be allotted credited as fully paid to the holders of the non-elected shares on the basis holders of the non-elected shares on the basis of allotment determined as aforesaid and for of allotment determined as aforesaid and for such purpose the Board shall capitalise and such purpose the Board shall capitalise and apply out of any part of the undivided profits apply out of any part of the undivided profits of the Company (including profits carried and of the Company (including any special standing to the credit of any reserve or account) as the Board may determine, such reserves or other special account other than sum as may be required to pay up in full the the Subscription Rights Reserve or appropriate number of shares for allotment Conversion Rights Reserve or Capital and distribution to and amongst the holders of Redemption Reserve Fund (if there be any the non-elected shares on such basis; or

  • 148(a)(i)(dd) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares shall be allotted credited as fully paid to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserve or reserves or other special account other than the Subscription Rights Reserve or Conversion Rights Reserve or Capital Redemption Reserve Fund (if there be any such Reserves)) as the Board may determine, such sum as may be required to pay 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; or

– 30 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Existing Article Amended Article
148(a)(ii)(dd) the dividend (or that part of the dividend in the dividend (or that part of the dividend in
respect of which a right of election has been respect of which a right of election has been
accorded) shall not be payable in cash on accorded) shall not be payable in cash on
shares in respect whereof the share election shares in respect whereof the share election
has been duly exercised (“the elected shares”) has been duly exercised (“the elected shares”)
and in lieu thereof shares shall be allotted and in lieu thereof shares shall be allotted
credited as fully paid to the holders of the credited as fully paid to the holders of the
elected
shares
on
the
basis
of
allotment		 elected
shares
on
the
basis
of
allotment
determined as aforesaid and for such purpose determined as aforesaid and for such purpose
the Board shall capitalise and apply out of the Board shall capitalise and apply out of
any
part
of
the
undivided
profits
of
the		 any
part
of
the
undivided
profits
of
the
Company
(including
profits
carried
and		 Company (including any special account) as
standing
to
the
credit
of
any
reserve
or		 the Board may determine, such sum as may
reserves or other special account other than be required to pay up in full the appropriate
the
Subscription
Rights
Reserve
or		 number
of
shares
for
allotment
and
Conversion
Rights
Reserve
or
Capital		 distribution to and amongst the holders of the
Redemption Reserve Fund (if there be any elected shares on such basis.
such Reserves)) as the Board may determine,
such sum as may be required to pay up in full
the appropriate number of shares for allotment
and distribution to and amongst the holders of
the elected shares on such basis.
159(i) all cheques or warrants, being not less than all cheques or warrants, being not less than
three in total number, for any sum payable in three in total number, for any sum payable in
cash to the holder of such shares in respect of cash to the holder of such shares in respect of
them sent during the relevant period in the them sent during the relevant period in the
manner
authorised
by
the Articles
of
the		 manner
authorised
by
these
Articles
have
Company have remained uncashed; remained uncashed;
ACCOUNTS
160 The Directors shall cause true accounts to be The Directors shall cause true accounts to be
kept of the sums of money received and kept of the sums of money received and
expended by the Company, and the matters in expended by the Company, and the matters in
respect of which such receipt and expenditure respect of which such receipt and expenditure
take place, and of the property, assets, credits take place, and of the property, assets, credits
and liabilities of the Company and of all other and liabilities of the Company and of all other
matters
required
by
the
Ordinance
or		 matters required by the Companies Ordinance
necessary to give a true and fair view of the or necessary to give a true and fair view of
Company’s
affairs
and
to
explain
its		 the
Company’s
affairs
and
to
explain
its
transactions. transactions.
162 The Board shall from time to time determine The Board shall from time to time determine
whether and to what extent, at what times and whether and to what extent, at what times and
places
and
under
what
conditions
or		 places
and
under
what
conditions
or
regulations, the accounts and books of the regulations, the accounts and books of the
Company, or any of them, shall be open to the Company, or any of them, shall be open to the
inspection
of
the
members
not
being		 inspection
of
the
members
not
being
Directors,
and
no
member
(not
being
a		 Directors,
and
no
member
(not
being
a
Director) shall have any right of inspecting Director) shall have any right of inspecting
any account or book or document of the any account or book or document of the
Company,
except
as
conferred
by
the		 Company,
except
as
conferred
by
the
Ordinance or authorised by the Directors or Companies Ordinance or authorised by the
by the Company in general meeting. Directors
or
by
the
Company
in
general
meeting.

– 31 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Article No. Article No. Existing Article Amended Article
AUDITORS
165 Subject
as
otherwise
provided
by
the		 Subject
as
otherwise
provided		 by
the
Ordinance, the remuneration of the Auditors Companies Ordinance, the remuneration of the
shall be fixed by the Company in general Auditors shall be fixed by the Company in
meeting. general meeting.
NOTICES
168(iii) by advertisement in English in at least one by advertisement in English in at least one
English language newspaper and in Chinese in English language newspaper and in Chinese in
at
least
one
Chinese
language
newspaper		 at
least
one
Chinese
language		 newspaper
being in such case a newspaper published being in such case a newspaper published
daily and circulating generally in Hong Kong daily and circulating generally in Hong Kong
and specified or permitted for this purpose by and specified or permitted for this purpose by
the Companies Ordinance and other applicable the Companies Ordinance and other applicable
laws,
rules
and
regulations,
and
for
such		 laws,
rules
and
regulations,
and		 for
such
period as the the Board shall think fit to the period as the Board shall think fit to the
extend permitted by, and in accordance with extent permitted by, and in accordance with
the Companies Ordinance and other applicable the Companies Ordinance and other applicable
laws, rules and regulations; laws, rules and regulations;
168(vi) by sending or otherwise making available to by sending or otherwise making available to
such person through such means to the extent such person through such means to the extent
permitted by, and in accordance with, the permitted by, and in accordance with, the
Companies
Ordinance
and
other
applicable		 Companies Ordinance, the Listing Rules and
laws, rules and regulations. other applicable laws, rules and regulations.
DOCUMENTS
175(b)(iii)(aa) The provisions aforesaid shall apply only to The provisions aforesaid shall apply only to
the destruction of a document in good faith the destruction of a document in good faith
and without notice of any claim (regardless of and
in
accordance
with
the		 Companies
the parties thereto) to which the document Ordinance and without notice of any claim
might be relevant; (regardless of the parties thereto) to which the
document might be relevant;

– 32 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

Article No. Article No. Existing Article Existing Article Existing Article Existing Article Amended Article Amended Article Amended Article
INDEMNITY
178 (a) Every Director, manager, Secretary or (a) Every Director, manager, Secretary or
other officer and every Auditor of the other officer and every Auditor of the
Company
shall
be
entitled		 to be Company
shall
be
entitled
to
be
indemnified out of the assets of the indemnified out of the assets of the
Company against all losses or liabilities Company against all losses or liabilities
(including
any
such
liability
as		 is (including
any
such
liability
as		 is
mentioned
in
Section
165(2)
of		 the mentioned
in
Section
469
of
the
Companies Ordinance) which he may Companies Ordinance) which he may
sustain
or
incur
in
or
about		 the sustain
or
incur
in
or
about
the
execution of the duties of his office or execution of the duties of his office or
otherwise in relation thereto, and no otherwise in relation thereto, and no
Director, manager, Secretary or other Director, manager, Secretary or other
officer or Auditor shall be liable for officer or Auditor shall be liable for
any loss, damage or misfortune which any loss, damage or misfortune which
may happen to or be incurred by the may happen to or be incurred by the
Company in the execution of the duties Company in the execution of the duties
of his office or in relation thereto. But of his office or in relation thereto. But
this Article shall only have effect in so this Article shall only have effect in so
far as its provisions are not avoided by far as its provisions are not avoided by
the said Section. the said Section.
(b) Subject
to
Section
165		 of the (b) Subject
to
Section
468
of
the
Ordinance,
if
any
Director		 or
other		 Companies Ordinance, if any Director
person shall become personally liable or other person shall become personally
for the payment of any sum primarily liable
for
the
payment
of
any
sum
due from the Company, the Board may primarily due from the Company, the
execute or cause to be executed any Board
may
execute
or
cause
to
be
mortgage, charge, or security over or executed
any
mortgage,
charge,
or
affecting the whole or any part of the security over or affecting the whole or
assets
of
the
Company
by		 way of any part of the assets of the Company
indemnity
to
secure
the
Director		 or by
way
of
indemnity
to
secure
the
person so becoming liable as aforesaid Director or person so becoming liable
from
any
loss
in
respect		 of
such		 as aforesaid from any loss in respect of
liability. such liability.
**CONFLICT WITH ** COMPANIES ORDINANCE
180 N/A (a) Notwithstanding anything contained in
these
Articles,
if
the
Companies
Ordinance prohibits an act being done,
the act shall not be done.
(b) Nothing
contained
in
these
Articles
prevents an act being done that the
Companies
Ordinance
requires
to
be
done.
(c) If any provision of these Articles is or
becomes
inconsistent
with
any
provision of the Companies Ordinance,
these Articles are deemed not to contain
that
provision
to
the
extent
of
the
inconsistency and the extent it does not
breach any provision of the Companies
Ordinance.

– 33 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

The existing information on the names, addresses and description of subscribers at the end of the Existing Articles which reads:

Names, Addresses and Descriptions of Subscribers

For and on behalf of FAIRWEATHER (NOMINEES) LIMITED

(Sd.) Lo Tai On

. . . . . . . . . . . . . . . . . . . . . . . . . . . Lo Tai On Director 26th Floor, Jardine House, 1 Connaught Place, Hong Kong. Limited Company For and on behalf of FAIRWIND NOMINEES LIMITED

(Sd.) Lo Tai On

. . . . . . . . . . . . . . . . . . . . . . . . . . . Lo Tai On Director 26th Floor, Jardine House, 1 Connaught Place, Hong Kong. Limited Company

Dated the 3rd day of January, 1996.

WITNESS to the above signatures:

(Sd.) PETER Y. W. LEE Solicitor 26th Floor, Jardine House, 1 Connaught Place, Hong Kong

– 34 –

APPENDIX I PROPOSED ADOPTION OF THE AMENDED ARTICLES

is to be replaced in its entirety and be read as follows:

Number of Shares
Names, Addresses and Descriptions of Subscribers
taken by each
subscriber
For and on behalf of
FAIRWEATHER (NOMINEES) LIMITED
(Sd.) Lo Tai On
. . . . . . . . . . . . . . . . . . . . . . . . . . . One
Lo Tai On Director
26th Floor, Jardine House,
1 Connaught Place,
Hong Kong.
Limited Company
For and on behalf of
FAIRWIND NOMINEES LIMITED
(Sd.) Lo Tai On
. . . . . . . . . . . . . . . . . . . . . . . . . . . One
Lo Tai On Director
26th Floor, Jardine House,
1 Connaught Place,
Hong Kong.
Limited Company
Total Number of Shares Taken . . . . . . . . . . . . .
Two

Dated the 3rd day of January, 1996.

WITNESS to the above signatures:

(Sd.) PETER Y. W. LEE Solicitor 26th Floor, Jardine House, 1 Connaught Place, Hong Kong

– 35 –

EGM NOTICE

==> picture [79 x 42] intentionally omitted <==

==> picture [166 x 40] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Shanghai Industrial Holdings Limited (the “ Company ”) will be held at the Conference Room of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 28 May 2014 at 3:30 p.m. (or as soon thereafter as the annual general meeting of the Company to be convened for the same day and place shall have been concluded or adjourned) for the following purpose:

SPECIAL RESOLUTION

“ THAT the Articles of the Company in the form of the document marked “A” produced to this meeting and, for the purpose of identification, signed by the Chairman of this meeting, which restate the articles of association of the Company to reflect all of the proposed amendments referred to in appendix I to the shareholder’s circular of the Company dated 15 April 2014, be and are hereby approved and adopted as the new Articles of Association of the Company in substitution for and to the exclusion of the existing Memorandum and New Articles of Association of the Company with effect from the conclusion of this meeting.”

By Order of the Board Shanghai Industrial Holdings Limited Yee Foo Hei Company Secretary

Hong Kong, 15 April 2014

Registered Office: 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong.

– 36 –

EGM NOTICE

Notes:

  1. A member entitled to attend and vote at the extraordinary general meeting (the “ EGM ”) is entitled to appoint one or more proxies to attend and on a poll, vote on his behalf. The proxy need not be a shareholder of the Company (the “ Shareholder ”).

  2. In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person if he is subsequently able to be present and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. For the purpose of determining Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed on Tuesday, 27 May 2014. No transfer of shares will be effected on that day. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Secretaries Limited of 22nd Floor, Hopewell Centre, 83 Queen’s Road East, Hong Kong by 4:30 p.m. on Monday, 26 May 2014 for the transferee to be eligible to attend and vote at the EGM.

  4. Please refer to the Shareholders’ circular dated 15 April 2014 for details of the business to be transacted at the EGM.

  5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English language version shall prevail.

– 37 –

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