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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other appropriate independent professional adviser.

If you have sold or transferred all your shares in IRC Limited (the ‘‘Company’’), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Chinese translation of this document may be obtained from the Company’s Hong Kong share registrar at the address set out below.

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 disclaim 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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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

Notices convening the Annual General Meeting (‘‘AGM’’) to be held at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 3:00 p.m. on Wednesday, 14 May 2014 are set out on pages 67 to 71 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

9 April 2014

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
APPENDIX I	— EXPLANATORY STATEMENT FOR THE REPURCHASE
	MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	— DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX III	— SUMMARY OF PROPOSED CHANGES TO ARTICLES
	OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX IV	— PROPOSED NEW ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . .	16
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		67

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

‘‘Articles of Association’’ the existing articles of association of the Company, as amended from time to time

‘‘Board’’ the board of Directors

‘‘Company’’ IRC Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 1029)

‘‘Directors’’ the directors of the Company
‘‘General Nice’’ General Nice Development Limited, a limited liability company incorporated under the laws of Hong Kong
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘Latest Practicable Date’’ 3 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular
‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange
‘‘Minmetals Cheerglory’’ Minmetals Cheerglory Limited, a limited liability company incorporated under the laws of Hong Kong
‘‘New Articles of Association’’ the new articles of association of the Company proposed to be adoption under Resolution 7 as contained in the notice convening the annual general meeting of the Company to be held on Wednesday, 14 May 2014
‘‘PRC’’ The People’s Republic of China
‘‘Share(s)’’ ordinary share(s) of the Company
‘‘Shareholder(s)’’ holder of the Share(s)
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

Note: the figures in US$ are converted into HK$ at the rate of US$1 = HK$7.80 throughout this circular for indicative purposes only.

– 1 –

LETTER FROM THE BOARD

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

Board of Directors:

Executive Directors

Mr Jay Hambro Mr Yury Makarov Mr Raymond Woo

Registered office: 6H, 9 Queen’s Road Central Hong Kong

Non-executive Directors

Mr Simon Murray, CBE, Chevalier de la Légion d’honneur Mr Cai Sui Xin Mr Liu Qingchun

Independent Non-executive Directors

Mr Daniel Bradshaw Mr Jonathan Martin Smith Mr Chuang-Fei Li

Company Secretary:

Mr Raymond Woo

9 April 2014

Dear Shareholder,

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders of the Company with requisite information with respect to the resolutions to be proposed at the forthcoming annual general meeting of the Company to be held on Wednesday, 14 May 2014 (the ‘‘AGM’’) relating to: (1) the grant of a general mandate to repurchase Shares; (2) the grant of a general mandate to issue Shares;

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LETTER FROM THE BOARD

(3) the re-election of the Directors of the Company who will retire and, being eligible, have offered themselves for re-election at the AGM and (4) the adoption of the New Articles of Association. Shareholder approval on such proposals will be sought at the AGM.

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 12 April 2013, ordinary resolutions were passed giving general mandates to the Board (i) to repurchase Shares on the Stock Exchange of up to 10% of the number of Shares of the Company in issue as at the date of the passing of the resolution (‘‘Share Repurchase Mandate’’), and (ii) to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the number of Shares of the Company in issue as at the date of the passing of the resolution (‘‘Share Issue Mandate’’).

Under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the ‘‘Companies Ordinance’’) and the Listing Rules, these general mandates will lapse at the conclusion of the Annual General Meeting for 2014 (the ‘‘AGM’’), unless renewed at that meeting. Resolutions will be proposed at the AGM to renew the mandates to allot or issue new Shares and repurchase Shares. Resolution authorising the extension of the general mandate to the Directors to issue Shares to include the number of shares repurchased (if any) under the Repurchase Mandate as set out in Resolution 6 of the AGM Notice will also be proposed at the AGM.

The purpose of the Share Issue Mandate is to enable the Board to issue additional Shares should that become necessary (for example, in the event that a transaction was required to be completed expeditiously). The 20% limit to the general mandate to issue additional Shares is imposed pursuant to the Listing Rules. No Shares have been repurchased and no Shares have been allotted, issued or otherwise dealt with pursuant to the general mandates approved by Shareholders at last year’s annual general meeting of the Company.

The Board has no present intention to exercise the general mandates to issue additional Shares or repurchase Shares under the ordinary resolution being sought in the AGM to be held on 14 May 2014.

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,694,910,301 Shares.

With reference to the circular of the Company dated 21 February 2013 (the ‘‘General Nice and Minmetals Cheerglory Subscription Circular’’) and as set out in the announcements of the Company published on 30 January 2014 and 26 February 2014, General Nice has agreed to complete the General Nice Further Subscription by making a payment of HK$451,444,400 (US$57,877,487) to the Company on or before 22 April 2014, upon receipt of which the Company shall allot and issue 480,260,000 Shares to General Nice as General Nice Further Subscription Shares and shall also allot and issue 25,548,000 Shares to General Nice as General Nice Deferred Subscription Shares, and General Nice Further Subscription Completion shall be deemed to have taken place. Upon General Nice Further Subscription Completion, Minmetals Cheerglory shall subscribe for 247,300,000 new Shares for a cash consideration of HK$232,462,000 (US$29,802,821) and the

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LETTER FROM THE BOARD

Minmetals Cheerglory Subscription shall complete. If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would be 5,448,018,301 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 1,089,603,660 Shares representing 20% of the number of Shares of the Company in issue as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 544,801,830 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion do not take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain 4,694,910,301 Shares. Accordingly, the Board would be authorised under the Share Issue Mandate to allot and issue up to 938,982,060 Shares representing 20% of the number of Shares of the Company in issue as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 469,491,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

Unless the context otherwise requires, all capitalised terms in the preceding two paragraphs have the same meanings as defined in the General Nice and Minmetals Cheerglory Subscription Circular.

The Board considers that it would be in the interests of the Company and the Shareholders if the Share Repurchase Mandate and the Share Issue Mandate are granted. Accordingly, resolutions will be proposed for these mandates. An explanatory statement giving certain information regarding the resolution for the Share Repurchase Mandate, as required under the Listing Rules, is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In accordance with Article 103 of the Articles of Association of the Company and for compliance with the Code on Corporate Governance Practices (the ‘‘Code’’) set out in Appendix 14 of the Listing Rules: Mr Yury Makarov, Mr Simon Murray, CBE Chevalier de la Légion d’honneur and Mr Jonathan Martin Smith shall retire by rotation (collectively, the ‘‘Retiring Directors’’), and being eligible, offer themselves for re-election.

The particulars of the Retiring Directors offering themselves for re-election, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Board has proposed to adopt the New Articles of Association with a view to bringing the Articles of Association in line with companies law changes as a result of the implementation of the Companies Ordinance which came into effect on 3 March 2014. The Board has also proposed to take this opportunity to update the Articles of Association to remove outdated references and reflect other recent changes in laws and practices. A special resolution to make these proposed changes by adopting the New Articles of Association is proposed as agenda item no. 7 of the 2014 AGM.

The legal advisers to the Company as to Hong Kong law have confirmed that the proposed amendments to the Articles of Association comply with the requirements of the Listing Rules and applicable laws of Hong Kong. The Company confirms that there is nothing unusual about the proposed amendments for a Hong Kong company listed on the Stock Exchange.

Details of the proposed major changes made to the Articles of Association are set out in Appendix III to this Circular. A copy of the New Articles of Association, marked to show changes to the existing Memorandum and Articles of Association, is included in Appendix IV to this Circular. For the Shareholders’ ease of reference, a clean version of the New Articles of Association will also be posted on the Company’s website (www.ircgroup.com.hk). The New Articles of Association is written in English and the Chinese translation is for Shareholders’ reference only. Should there be any discrepancies, the English version will prevail.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 3:00 p.m. on Wednesday, 14 May 2014 is set out on pages 67 to 71 of this circular.

A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Stock Exchange. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending in person and voting at the AGM or any adjourned meeting if you so wish.

Your attention is drawn to the information set out in the appendices to this circular.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the grant of the Share Issue Mandate and the Share Repurchase Mandate, the re-election of Directors and the adoption of the New Articles of Association to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, the Board recommends you to vote in favour of the resolutions to be proposed at the AGM.

By order of the Board G. Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Explanatory Statement includes information required under Rule 10.06(1)(b) of the Listing Rules to be given to the shareholders of the Company in connection with the proposed share repurchase mandate to be granted to the Directors.

(a) LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

(b) SHAREHOLDERS’ APPROVAL

The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases.

(c) EXERCISE OF THE SHARE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 4,694,910,301 ordinary Shares in issue.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would be 5,448,018,301 Shares. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued other than in accordance with General Nice Further Subscription Completion and Minmetals Cheerglory Subscription Completion and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 544,801,830 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

If the General Nice Further Subscription Completion and the Minmetals Cheerglory Subscription Completion do not take place as described prior to the AGM, and no further shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the issued share capital of the Company as at the date of the AGM would remain 4,694,910,301 Shares. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 469,491,030 Shares, representing 10% of the number of Shares of the Company in issue as at the date of the AGM.

(d) REASONS FOR THE REPURCHASE OF SHARES

The Directors believe that the Share Repurchase Mandate is in the best interest of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are seeking the grant of a general

– 7 –

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

mandate to repurchase Shares to give the Company flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the circumstances prevailing at that time.

(e) SOURCE OF FUNDS

Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of Hong Kong and the Company’s memorandum and articles of association (or the New Articles of Association, if Resolution 7 regarding the adoption of the New Articles of Association is approved). It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the financial year ended 31 December 2013) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level.

(f) SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the past twelve months to the Latest Practicable Date were as follows:

	Share Price per share	Share Price per share
	Low	High
	(HK$)	(HK$)
2013
April	0.85	1.02
May	0.94	1.05
June	0.83	0.95
July	0.79	0.85
August	0.76	0.85
September	0.81	0.98
October	0.84	0.95
November	0.78	0.84
December	0.75	0.84
2014
January	0.67	0.76
February	0.69	0.81
March	0.72	0.79
April (up to the Latest Practicable Date)	0.73	0.74

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APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

(g) UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. The Directors have also undertaken not to repurchase any Shares if there is less than a minimum of 25% of the total issued share capital of the Company in public hands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, currently intends to sell the Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of Shares.

(h) HONG KONG CODE ON TAKEOVERS AND MERGERS

The Directors are not aware of any consequences which the exercise in full of the Share Repurchase Mandate would have under the Hong Kong Code on Takeovers and Mergers.

(i) SHARES PURCHASED BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s Shares during the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

The particulars of the Directors proposed to be re-elected at the AGM are as follows:

EXECUTIVE DIRECTOR

1. Mr Yury Makarov

Mr Yury Makarov, 39, is the Chief Executive Officer of IRC. He is also the Chairman of the Operations Committee. He began his career at NT Computers in Moscow as an engineer, working his way up to be a Commercial Director with responsibility for sales, service and support. In 2002 he joined Aricom as COO and moved to Petropavlovsk as the Group Head of Operations of the industrial commodities business before taking up his new role at IRC in 2010. Mr Makarov is a qualified systems engineer with a Masters Degree in Avionics Design and Production from the Moscow State Aircraft Technology Institute.

NON-EXECUTIVE DIRECTOR

2. Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

Mr Murray, 74, is a Non-Executive Director of IRC. Mr Murray brings considerable Hong Kong and Asia based experience to the Board, from a career spanning Jardine Matheson, Hutchison Whampoa as the Group Managing Director, Executive Chairman, Asia Pacific of the Deutsche Bank Group and his current position as Chairman of GEMS Limited. Mr Murray was the first Chairman of Glencore International and is currently Director of Cheung Kong (Holdings) Ltd., Orient Overseas International Ltd., Wing Tai Properties, Greenheart Group Ltd., and Spring Asset Management Limited being the manager of Spring REIT all are companies listed in Hong Kong. He is also Chairman of Gulf Keystone Petroleum Plc., Vice Chairman and Independent Non-executive Director of Essar Energy plc, and the Non-executive Director of Compagnie Financiere Richemont SA all being listed companies overseas.

Mr Murray was an independent director of Sino-Forest Corporation (‘‘Sino-Forest’’) until 30 January 2013. Sino-Forest was incorporated in Canada and formerly listed on the Toronto Stock Exchange. According to information published by Sino-Forest, it is a commercial forest plantation operator in China.

During 2011, Sino Forest experienced certain financial difficulties and, resulted in default on certain of its obligations under its notes (the outstanding principal amount, based on public information, was approximately US$1.8 billion). On 30 March 2012, Sino-Forest entered into a restructuring and a support agreement with certain noteholders. It initiated proceedings and obtained from the Ontario Superior Court of Justice (the ‘‘Court’’) protection to rearrange its affairs under a Court-appointed monitor in implementing its restructuring plan. Sino-Forest subsequently filed a plan of compromise and reorganisation by way of a debt-equity conversion which was approved by the creditors and the Court and subsequently implemented on 30 January 2013.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

A number of class actions have been brought against Sino-Forest and, among others, its directors at the relevant time (including Mr Murray). The class actions include allegations of misstatements in offering circulars and announcements issued by Sino-Forest. In relation to such class actions, on 10 December 2012, the Ontario Superior Court of Justice ruled that the plaintiffs, if they are successful in the actions, are only entitled to recover damages from applicable insurance coverage and, to the extent claims are not covered by insurance, they have been released.

INDEPENDENT NON-EXECUTIVE DIRECTOR

3. Mr Jonathan Martin Smith

Mr Jonathan Martin Smith, 55, is an Independent Non-Executive Director and Chairman of the Remuneration Committee. Mr Martin Smith founded Smith’s Corporate Advisory, which was sold to Westhouse Holdings Ltd, a UK stockbroker, in 2010, where he is now Head of Mining. He brings industry and capital markets experience to the Board. Prior to establishing his own firm, Mr Martin Smith worked at UBS, Credit Suisse and Williams de Broë. He is a graduate from the Royal Military Academy Sandhurst where he served as an officer until 1982.

SERVICE AGREEMENTS OF THE DIRECTORS

(a) Executive Director

Mr Makarov has entered into service agreements with the Company under which he agreed to act as Executive Director of the Company with effect from 25 August 2010 for a term of three years. His directorship was extended on 25 August 2013 for a term of three years, unless it is terminated by not less than 12 months’ notice in writing given by the Company to the Executive Director, or not less than 6 months’ notice in writing given by the Executive Director to the Company.

As at the Latest Practicable Date, the basic annual salary of Mr Makarov is US$795,520, which is subject to annual review. In addition, the Executive Director is entitled to a discretionary bonus which is normally subject to a cap of 100 per cent. of his basic salary. His remuneration package is determined by the Remuneration Committee of the Company by reference to job responsibility, the prevailing market conditions and the performance of the Company.

(b) Non-Executive Director

Mr Murray has signed an appointment letter with the Company under which he agreed to act as Non-Executive Director of the Company with effect from 16 November 2010 for a term of three years. His directorship was extended on 16 November 2013 for a term of three years, unless terminated by either party giving not less than three months’ notice in writing. As at the latest practicable date, Mr Murray is entitled to a director’s fee in the amount of US$104,000 per annum.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(c) Independent Non-Executive Director

Mr Martin Smith has signed an appointment letter with the Company under which he agreed to act as an Independent Non-Executive Director of the Company with effect from 21 October 2010 for a term of three years. His directorship was extended on 21 October 2013 for a term of three years, unless terminated by either party giving not less than three months’ notice in writing. As at the Latest Practicable Date, Mr Martin Smith is entitled to a director’s fee in the amount of US$144,000 per annum.

Notes:

(1) The interests of the retiring Directors in the Shares, if any, within the meaning of Part XV of the SFO as at 31 December 2013 are disclosed in the Directors’ Report contained in the Company’s Annual Report for the year ended 31 December 2013. Except for Mr Makarov who has been appointed with additional 4,874,539 shares of the Company in 2014 under the Company’s Long Term Incentive Plan (details of which are disclosed in the Corporate Governance Report contained in the Company’s Annual Report for the year ended 31 December 2013), their interests remain unchanged as at the Latest Practicable Date.
(2) Save as disclosed above, the retiring Directors (a) have not held any directorships in other publicly listed companies, whether in Hong Kong or overseas, during the last three years; (b) do not hold any other positions in the Company and its subsidiaries; and (c) do not have any other relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
(3) The details of the emoluments of the Directors are contained in the Company’s Annual Report for the year ended 31 December 2013.
(4) The Company’s Articles of Association provide that each Director is required to retire by rotation once every three years and that one-third (or the number nearest to one-third) of the Directors shall retire from office every year at the Company’s AGM. A Director’s specific term of appointment, therefore, cannot exceed three years. Every Retiring Director shall be eligible for re-election at the AGM.
(5) Save as disclosed above, none of the Directors has any information which is required to be disclosed under Rule 13.51(2)(h)–(v) of the Listing Rules, and there are no other matters relating to the re-election and election of the retiring Directors that need to be brought to the attention of the Company’s shareholders.

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APPENDIX III SUMMARY OF PROPOSED CHANGES TO ARTICLES OF ASSOCIATION

Set out below are details of the principal proposed changes that will be made to the existing Articles of Association.

The principal proposed changes are:

(i) to reflect recent changes in law (such as references which are made obsolete by the New Companies Ordinance);
(ii) to provide increased flexibility to the Company and Shareholders; and
(iii) to modernise and/or update the Articles of Association.
. Updating provisions in the Articles of Association which contain references to nominal share capital, par value, paid up capital, capital redemption reserve funds, share premium and/or authorised share capital, as these concepts have been abolished under the New Companies Ordinance.
. Removing references to bearer warrants and references to stock, the conversion of shares into stock and stockholders, as these concepts have been abolished under the New Companies Ordinance.
. Providing for the Board to give reasons for refusing to register any transfer of shares upon request of the transferor or transferee, in order to align the Articles of Association with the requirement under the New Companies Ordinance.
. Removing an exemption which permitted voting by a Director on a resolution for transactions with a company in which the Director or the Director’s associate(s) is/ are beneficially interested in not more than 5% of the shares or securities of any class of such company. This amendment will align the Articles of Association with recent changes to the Listing Rules. Other minor changes are proposed to the provisions on Directors’ interests to reflect changes under the New Companies Ordinance.
. Providing that, in the case of polls that are taken more than 48 hours after being demanded, proxies and the authorities under which the proxies are appointed will be valid if received by the Company at least 24 hours before the poll is to be taken. This amendment is being made to reflect the position under the New Companies Ordinance. The Board also proposes to amend the proxy provisions of the Articles of Association to provide the Company with flexibility, if it sees fit, to permit Shareholders to return proxies and the power of attorney or other authority under which proxies are appointed to an electronic address. It is also proposed that, where a Shareholder (being an individual) appoints a proxy to attend the general meeting on his or her behalf, the proxy so appointed is entitled to vote on a show of hands,

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APPENDIX III SUMMARY OF PROPOSED CHANGES TO ARTICLES OF ASSOCIATION

except that where an individual Shareholder appoints more than one proxy, the proxies so appointed are not entitled to vote on a show of hands. This is to align the Articles of Association with the New Companies Ordinance.

. Revising the thresholds necessary for Shareholders to demand polls on resolutions voted on at general meetings of the Company. The proposed amendments, which are being made to bring the Articles of Association in line with relevant provisions under the New Companies Ordinance, provide that a poll may be demanded at a general meeting by three Shareholders (same as the existing Articles of Association) having the right to vote at the meeting or by a Shareholder or Shareholders representing at least 5% (instead of 10% under the existing Articles of Association) of the total voting rights of all the Shareholders having the right to vote at the meeting.
. Removing the Memorandum of Association. This amendment is being proposed because under the New Companies Ordinance there is no requirement for a company to retain a memorandum of association. Certain provisions which are proposed to be removed from the Memorandum of Association (e.g. the name of the Company and the liability of Shareholders) are proposed to be inserted into the Articles of Association, in order to align the Articles of Association with the New Companies Ordinance.
. Simplifying the provisions relating to alteration of share capital. Instead of listing out the manner in which the Company may alter its share capital in the Articles of Association, it is proposed to state that the Company may alter its share capital in any manner authorised and subject to any conditions prescribed by the New Companies Ordinance. This is an amendment to take advantage of the greater flexibility provided under the New Companies Ordinance for alterations of share capital, including reductions of capital.
. Simplifying the provisions relating to the Board’s power to allot shares by making a reference to the relevant provision under the New Companies Ordinance relating to the manner in which such power may be exercised.
. Clarifying that the Official Seal may be printed upon share certificates rather than being required to be applied physically. Provisions have also been included to make the use of a Seal or Official Seal optional as permitted under the New Companies Ordinance, in order to provide flexibility to the Company.
. Making minor amendments to the provisions relating to the timing of AGMs to reflect changes under the New Companies Ordinance, and various other amendments to the provisions on general meetings of the Company, such as enabling a general meeting to be held in more than one location.

– 14 –

APPENDIX III SUMMARY OF PROPOSED CHANGES TO ARTICLES OF ASSOCIATION

. Making miscellaneous amendments to facilitate the use of electronic communications in a broader range of situations (without prejudicing Shareholders’ existing rights regarding electronic communications).
. Amending the provisions for retirement by rotation of Directors to align the Articles of Association with the Corporate Governance Code under the Listing Rules, such that every Director should be subject to retirement by rotation at least once every three years. (See Article 101)
. Amending the provisions relating to nomination of Directors by clarifying the period within which the relevant notice of nomination should be delivered to the Company.
. Removing provisions relating to Managing Directors and General Managers, as these formal positions (within the meaning of the Articles of Association) are not in use by the Company.
. Amending the indemnity for liability of Directors, officers and auditors to align the wordings in the Articles of Association more closely with the wordings used in the New Companies Ordinance.
. Amending the provision relating to winding-up by adopting the wordings in the Model Articles for Public Companies Limited by Shares.
. Making miscellaneous amendments to update, modernise and/or clarify provisions of the Articles of Association where considered desirable.

Each of the amendments that will be made to the Articles of Association by adopting the New Articles of Association is set out in Appendix IV to this Circular. Changes compared to the existing Articles of Association have been marked-up for ease of reference of the Shareholders.

– 15 –

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

~~COMPANY LIMITED BY SHARES AMENDED MEMORANDUM~~

~~AND~~

~~NEW ARTICLES OF ASSOCIATION~~

~~OF~~

~~IRC LIMITED 鐵江現貨有限公司 Incorporated on 4 June 2010~~

~~THE COMPANIES ORDINANCE (CHAPTER 32)~~

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION OF

IRC LIMITED

鐵江現貨有限公司 Incorporated on 4 June 2010 (As adopted on 14 May 2014)

17 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

~~MEMORANDUM OF ASSOCIATION~~

~~OF~~

~~IRC Limited 鐵江現貨有限公司~~

~~(As amended by Special Resolution passed on 17 September 2010 and effective from 30 September 2010)~~

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

~~1 The name of the Company is~~ “ ~~IRC Limited 鐵江現貨有限公司” .~~

~~2 The Registered Office of the Company will be situated in Hong Kong.~~

~~3 The Company has the capacity and the rights, powers and privileges of a natural person in accordance with the provisions of the Companies Ordinance (Chapter 32) of Hong Kong.~~

~~4 The liability of the Member(s) is limited.~~

==> picture [55 x 119] intentionally omitted <==

~~5 The capital of the Company is HK$100,000,000 divided into 10,000,000,000~~ ~~App 3, 9 shares of HK$0.01 each and the Company shall have the power to increase such capital, to issue any new shares in any currency and to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified, or other special rights, privileges, restrictions or conditions. The rights for the time being attached to any shares having preferential, deferred, qualified, or special rights, privileges or restrictions attached thereto may be altered or dealt with in accordance with the accompanying Articles of Association but not otherwise.~~

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

~~We, whose name, address and description are hereto given below, wish to form a Company in pursuance of this Memorandum of Association, and we agree to take the number of share in the capital of the Company set apposite to our respective name:-~~

The Memorandum of Association dated 2 May 2010 was removed with effect from 14 May 2014.

==> picture [458 x 321] intentionally omitted <==

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

Number of Share
Name, Address and Description of Signatory
taken by Signatory
For and on behalf of
Cayiron Limited
George Jay Hambro One
Director
Body Corporate
Total Number of Share(s) Taken…. One
----- End of picture text -----

~~Dated 2 May 2010 WITNESS to the above signature: (signed) Heather Williams~~

~~Heather Williams 23 Talma Road London SW2 1AU Company Secretary~~ The sole initial subscriber of the Company was Cayiron Limited (a body corporate), who agreed to - subscribe for one fully paid ordinary share of the Company. On incorporation, the total share capital of the Company was of HK$1.00, all of which was subscribed for by Cayiron Limited.

20 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

THE COMPANIES ORDINANCE (CHAPTER 326 22)

Company Limited by Shares

NEW A RTICLES OF ASSOCIATION

OF

IRC Limited 鐵江現貨有限公司

(As ~~amended by Special Resolution passed on 17 September 2010 and effective from 30 September 2010)a~~ dopted on 14 May 2014)

1.	Table A The regulations contained in~~Table A in the First~~Schedule~~to1~~of the ~~Ordinance~~Companies (Model Articles) Noticeshall not apply to the Company.	Table A The regulations contained in~~Table A in the First~~Schedule~~to1~~of the ~~Ordinance~~Companies (Model Articles) Noticeshall not apply to the Company.	Other regulations excluded.

2.	Interpretation The marginal notes to these Articles shall not be deemed to be part of these Articles and shall not affect their interpretation and in the interpretation of these Articles, save where the context otherwise requires:- "these Articles" shall mean these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force; "associate" shall have the meaning ascribed to it under the Listing Rules; "Auditors" shall mean the auditors for the time being of the Company; "the Board" shall mean the Directors from time to time of the Company or (as the context may require) the Directors present and voting at a duly convened meeting of the Directors at which a quorum is present; "call" shall include any instalment of a call; "capital" shall mean the share capital from time to time of the Company; “the Company” or “this Company” shall mean IRC Limited鐵江現貨有限公司;		Interpretation. these Articles associate. Auditors. Board. call. capital. the Company.
		“the Companies (Model Articles) Notice”shall mean the Companies (Model Articles) Notice (L.N. 77 of 2013) made by the Financial Secretary under Section 78 of the Companies Ordinance;	the Companies (Model Articles) Notice



		"the Chairman" shall mean the Chairman presiding at any meeting	Chairman.

21 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

of members or of the Board;

"clearing house" shall mean a recognized clearing house within the clearing house. meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); "dividend" shall include scrip dividends, distributions in specie or in dividend. kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context; "dollars" and “$” shall mean dollars in the lawful currency of Hong dollars, Kong; "electronic communication" shall mean a communication sent by electronic electronic transmission in any form through any medium; communication. ~~"entitled person" shall mean an "entitled person" as defined in entitled person. section 2(1) of the Ordinance;~~ "Hong Kong" shall mean the Hong Kong Special Administrative Hong Kong. Region of The People's Republic of China; "in writing" or "written" shall include any method of representing or In writing, written. reproducing words in a legible and non-transitory form including by way of electronic communication; "the Listing Rules" shall mean the Rules Governing the Listing of Listing Rules. Securities on the Stock Exchange and any amendments thereto for the time being in force; "month" shall mean a calendar month; month. "the Ordinance" shall mean the Companies Ordinance (Chapter Companies ~~32~~ 622 of the laws of Hong Kong) and any amendments thereto or Ordinance, the re-enactment thereof for the time being in force and includes every Ordinance. other ordinance incorporated therewith or substituted therefor and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance; "the register" shall mean the register of members and includes any the register. branch register to be kept pursuant to the provisions of the Ordinance; ~~"relevant financial~~ reporting documents" shall mean the " ~~relevant relevant financialr~~ eporting documents" as defined in section ~~2~~ 357( ~~1~~ 2) of the ~~financialr~~ eporting Ordinance; documents. "seal" shall mean the common seal from time to time of the seal. Company and includes, unless the context otherwise requires, any official seal that the Company may have as permitted by these Articles and the Ordinance; "Secretary" shall mean the person or corporation for the time being Secretary. performing the duties of that office; "share" shall mean share in the capital of the Compan ~~y and~~ share. ~~includes stock except where a distinction between stock and shares is expressed or implied;~~ "shareholders" or "members" shall mean the duly registered shareholders, holders from time to time of the shares in the capital of the members. Company; "statutes" shall mean the prevailing laws of Hong Kong including statutes. any statutory modifications from time to time ; "the Stock Exchange" shall mean The Stock Exchange of Hong Stock Exchange. Kong Limited; "summary financial report" shall mean the "summary financial summary financial report" ~~as defined in section 2(1)~~ prepared in accordance with Part 9 report.

22 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

of Division 7 of the Ordinance;

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

words importing any gender shall include every gender; and

words importing person shall include partnerships, firms, companies and corporations.

Subject as aforesaid, any words or expressions defined in the Ordinance (except any statutory modification thereof not in force when these Articles become binding on the Company) shall, if not inconsistent with the subject and/or context, bear the same meaning in these Articles, save that "company" shall where the context permits include any company incorporated in Hong Kong or elsewhere. References to any Article by number are to the particular Article of these Articles.

References to a document being executed include references to its being executed under hand or under seal or, to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations, by electronic signature or by any other method. Reference to a document, to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations, include references to any information in visible form whether having physical substance or not.

Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.

References to a “day” mean a period of 24 hours running from midnight to midnight. References to times (including in the previous sentence) are to Hong Kong time.

singular and plural. gender. persons, companies.

Words in Ordinance to bear same meaning in Articles.

document being executed and document.

effectiveness of resolutions day and time

Company Name and Liability of Members “ ” 3. The name of the Company is IRC Limited 鐵江現貨有限公司 .

4. The liability of members of the Company is limited to any amount unpaid on the shares held by the members.

Registered Office

5. The registered office of the Company shall be at such place in Hong Registered Office. Kong as the Board shall from time to time appoint.

Share Capital and Modification of Rights

~~3.~~ Without prejudice to any special rights or restrictions for the time being Issue of shares. attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any ~~preference~~ share may, with the sanction of ~~a special~~ an ordinary resolution, be issued on the terms that it is to be redeemed, or liable to be redeemed at the option of the Company or the holder ~~thereof is liable, to be redeemed~~ of the same.
~~4.~~ The Board may issue warrants to subscribe for any class of shares or securities of the Company on such terms as it may from time to time determine. ~~Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in such form as the Board shall think~~

Warrants.

~~App 3, 2(2)~~

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

8. ~~5.~~	~~fit.~~ (A) (B) (C) (D) (E)	Without prejudice to any special rights conferred on the holders of any existing shares, the shares in~~the original or any increased~~ ~~capital of ~~the Company may, subject to the provisions of the Ordinance, be divided into different classes of shares as the Company may from time to time determine by a special resolution in general meeting. How rights of shares may be modified. App 3, 6(1) All or any of the special rights (unless otherwise provided for by the terms of issue) attached to the shares or (if~~the capital is divided~~ ~~into~~there aredifferent classes of sharesin issue)any class of the shares may, subject to the provisions of Section~~64~~180of the Ordinance, be varied or abrogated either with the writtenconsent ~~in~~ ~~writing~~of ~~the holders of not less than three-fourths in nominal value~~ ~~of the issued~~holders representing at least seventy five per cent. of the total voting rights of holders ofshares or (if the capital is divided into different classes of shares)~~issuedh~~olders of shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares or (if the capital is divided into different classes of shares) at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third~~in nominal value~~of the ~~issuedv~~oting rights of holders ofshares of that class, and at an adjourned meeting one person holding shares of that class or his proxy, and that any holder of shares of the class present in person or by proxy may demand a poll. App 3, 6(2) The provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue of further shares ranking_pari passu_therewith. No shares shall be issued to bearer.

9. ~~6.~~	Shares and Increase of Capital The Company may exercise any powers conferred on the Company or permitted by or not prohibited by or not inconsistent with the Ordinance or any other applicable ordinance, act or law from time to time to acquire shares and warrants (including any redeemable shares) in the Company or to give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares (or warrants) in the Company and should the Company acquire its own shares (or warrants) neither the Company nor the Board shall be required to select the shares (or warrants) to be acquired ~~ratablyr~~ateablyor in any other particular manner as between the holders of shares (or warrants) of the same class or as between them and the holders of shares (or warrants) of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares and, where the primary listing of any share capital of the Company is on the Stock Exchange, provided that in the case of purchases of redeemable shares, (i) purchases not made through the market or by tender shall be limited to a maximum price and (ii) if purchases are by tender, tenders shall be available to all members alike, and provided further that any such acquisition or financial assistance shall only be made or given in Company to finance purchase of its own shares. App 3, 8(1), (2)

24 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

10.
~~7.~~
11.
~~8.~~
12.
~~9.~~
13.
~~10.~~
14.
~~11.~~
15.
~~12.~~
16.
~~13.~~

accordance with any relevant rules or regulations issued by the Stock
Exchange or the Securities and Futures Commission from time to time in
force.
The ~~Company in general meeting may from time to time, whether or not all~~
~~the shares for the time being authorised shall have been issued and~~
~~whether or not all the shares for the time being issued shall have been~~
~~fully paid up, by ordinary resolution increase its share capital by the~~
~~creation of new shares, such new capital to be of such amount and to be~~
~~divided into shares of such respective amounts as the resolution shall~~
~~prescribe~~Board shall not exercise any power conferred on it to allot shares
in the Company without the prior approval of the Company by an ordinary
resolution if the approval is required by section 140 of the Ordinance.
Power to increase
capital.
Without prejudice to any special rights previously conferred upon the
holders of existing shares, any new shares shall be issued upon such
terms and conditions and with such rights, privileges or restrictions
annexed thereto as the general meeting resolving upon the creation
thereof shall direct, and if no direction be given, subject to the provisions
of the Ordinance and of these Articles, as the Board shall determine; and
in particular such shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company and with
a special or without any right of voting.
On what conditions
new shares may be
issued.
App 3,
10(1)
The Company may by ordinary resolution, before the issue of any new
shares, determine that the same, or any of them, shall be offered in the
first instance to all the existing holders of any class of shares in proportion
as nearly as may be to the number of shares of such class held by them
respectively, or make any other provisions as to the issue and allotment of
such shares, but in default of any such determination or so far as the
same shall not extend, such shares shall be at the disposal of the
Directors, and Article 11 shall apply thereto.
When to be offered
to existing
members.
Except so far as otherwise provided by the conditions of issue or by these
Articles, any~~capital raised~~shares issuedby the~~creation of new~~
~~sharesC~~ompany shall be subject to the same provisions contained in
these Articles with reference to the payment of calls and instalments,
transfer and transmission, forfeiture, lien, cancellation, surrender, voting
and otherwise.
New shares to form
part of original
capital.
Subject to the provisions of the Ordinance (and in particular~~Section~~
~~57BS~~ections 140 and 141 thereof) and of these Articles relating to new
shares, ~~all unissued shares in~~the ~~CompanyB~~oard shall be ~~at the disposal~~
~~of the Board, which may~~entitled tooffer, allot (with or without conferring a
right of renunciation), grant options over or otherwise deal with or dispose
of them to such persons, at such times, for such consideration and
generally on such terms as the Board shall in its absolute discretion think
fi~~t, but so that no shares shall be issued at a discount, except in~~
~~accordance with the provisions of the Ordinance.~~
Shares at the
disposal of the
Board.
The Company may at any time pay a commission to any person for
subscribing or agreeing to subscribe (whether absolutely or conditionally)
for any shares in the Company or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for any shares in the
Company, but so that the conditions and requirements of the Ordinance
shall be observed and complied with, and in each case the commission
shall not exceed ten per cent. of the price at which the shares are issued.
Company may pay
commission.
Except as otherwise expressly provided by these Articles or as required
by law or as ordered by a court of competent jurisdiction, no person shall
be recognised by the Company as holding any share~~upon~~onany trust
and, except as aforesaid, the Company shall not be bound by or be
compelled in any way to recognise~~(even when having notice thereof)~~any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share or any other right or claim to or in respect
of any share except an absolute right to the entirety thereof of the
registered holder, even if the Company has notice of such interest.
No recognition of
trust.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV


	17. ~~14.~~ 18. ~~15.~~ 19. ~~16.~~ 20. ~~17.~~ 21. ~~18.~~	Register of Members and Share Certificates (A) The Board shall cause to be kept a register of the members and there shall be entered therein the particulars required under the Ordinance. Share register. (B) Subject to the provisions of the Ordinance, if the Board considers it necessary or appropriate, the Company may establish and maintain a branch register of members at such location outside Hong Kong as the Board thinks fit. (C) No person shall become a member until his name has been entered in the register of members. Every person whose name is entered in the register as a holder of any shares shall be entitled to receive within such period of time as prescribed by the Ordinance or the Listing Rules after allotment or lodgement of a transfer to him of those shares (or within such other period as the terms of issue shall provide) certificates each for one Stock Exchange board ~~list~~lot or multiple thereof and one for the balance (if any) of the shares in question or, if he shall request, one certificate for all those shares of any one class held by him, in each case upon paymen~~t in the case of a~~ ~~transfer,~~of such sum (if any) not exceeding the maximum amount prescribed from time to time by the Stock Exchange. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance with a fee (if any) not exceeding the maximum amount prescribed from time to time by the Stock Exchange. Share certificates. Every certificate for shares or warrants or debentures or representing any other form of securities of the Company shall be issued under the seal of the Companyor with the seal of the Company printed thereon, which shall only be affixed with the authority of the Board. Share certificates to be sealed. App 3, 2(1) Every share certificate hereafter issued shall specify the number and class of shares and, if required, the distinctive numbers thereof, in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Board may from time to time prescribe. If at any time the share capital of the Company is divided into different classes of shares, every share certificate shall comply with Section~~57A1~~79 of the Ordinance. A share certificate shall relate to only one class of shares. Every certificate to specify number and class of shares. Subject to the provisions of the Ordinance, if a share certificate is worn out, defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding the maximum amount prescribed from time to time by the Stock Exchange and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and the reasonable out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. Replacement of share certificates.

	22. ~~19.~~	Joint Holders of Shares Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefit of survivorship, subject to the following provisions:- App 3, 1(3) (i) the Company shall not be bound to register more than four persons as the holders of any shares except in the case of the legal personal representatives of a deceased member;

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

(ii) the joint holders of any shares shall be liable severally as well as jointly in respect of all calls or other payments which ought to be made in respect of such shares;
(iii) on the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognized by the Company as having any title to such shares, but the Directors may require such evidence of death as they may deem fit;
(iv) any one of such joint holders may give effectual receipts for any dividend, bonus or return of capital or other moneys payable to such joint holders in respect of such shares; and
(v) the Company shall be at liberty to treat the person whose name stands first in the register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such shares, or to receive notices from the Company, or to attend or vote at general meetings of the Company, and any notice given to such person shall be deemed sufficient notice to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and as such proxy to attend and vote at general meetings of the Company, but if more than one of such joint holders be present at any meeting personally or by proxy that one so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof.

Lien

~~20.~~ The Company shall have a first and paramount lien on every share (not being a fully pai ~~d up~~ share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share; and the Company shall also have a first and paramount lien and charge on every share (not being a fully pai ~~d up~~ share) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Company's lien (if any) on a share shall extend to all dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any share to be exempt wholly or partially from the provisions of this Article.
~~21.~~ The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen days after a notice in writing, specifying the share(s) concerned, stating and demanding payme ~~nt of the sum presently payable or sp~~ ecifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given to the registered holder for the time being of the shares or the person entitled to the shares by reason of such holder's death, bankruptcy or winding-up or otherwise by operation of law or court order.
~~22.~~ The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the

Company’s lien.

Lien extends to dividends and bonuses.

Sale of shares subject to lien.

Application of proceeds of such sale.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

purchaser's name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.


26. ~~23.~~ 27. ~~24.~~ 28. ~~25.~~ 29. ~~26.~~ 30. ~~27.~~ 31. ~~28.~~ 32. ~~29.~~	Calls on Shares The Board may from time to time make such calls, as it may think fit, upon the members in respect of any monies unpaid on their shares~~whether on~~ ~~account of the nominal value of the shares or by way of premium~~, but subject always to the terms of issue of such Shares. A call may be made payable either in one sum or by instalments. Calls. Instalments. Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place for payment, pay to the Company the amount called on his shares and at the time or times and place so specified. The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, any of the members shall not invalidate the call. Notice of the person appointed to receive payment of every call and of the times and places appointed for payment may be given to the members by notice to be inserted once in the Hong Kong Government Gazette and by advertisement in at least one leading English language daily newspaper and at least one leading Chinese language daily newspaper circulating in Hong Kong. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed. A call may be revoked, varied or postponed as to all or any of the members liable therefore as the Board may determine. When call deemed to have been made. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest for the same at such rate not exceeding fifteen per cent. per annum as the Board shall determine from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part. Interest on unpaid calls. No member shall, unless otherwise determined by the Board, be entitled to receive any dividend or bonus or to receive notice of or to be present and vote at any general meeting, either personally, or (save as proxy for another member) by proxy, or be reckoned in a quorum, or to exercise any other privilege as a member until all calls or instalments due from him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any), shall have been paid. Suspension of privileges while call unpaid. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the register as the holder, or one of the holders, of the shares in respect of which such call is due; that the resolution of the Board making the call is duly recorded in the minute book of the Board; and that notice of such call was duly given to the member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Board who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence that the money is due. Evidence in action for call. Any sum which by the terms of issue of a share is made payable upon allotment or in accordance with such terms of issue at any fixed date, ~~whether on account of the nominal value of the share and/or by way of~~ ~~premium,s~~hall, for all purposes of these Articles, be deemed to be a call duly made, notified, and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sums had become payable by virtue of a call duly made and notified. Sums payable on allotment deemed a call.

26.
~~23.~~
27.
~~24.~~
28.
~~25.~~
29.
~~26.~~
30.
~~27.~~
31.
~~28.~~
32.
~~29.~~

Calls on Shares
The Board may from time to time make such calls, as it may think fit, upon
the members in respect of any monies unpaid on their shares~~whether on~~
~~account of the nominal value of the shares or by way of premium~~, but
subject always to the terms of issue of such Shares. A call may be made
payable either in one sum or by instalments.
Calls.
Instalments.
Each member shall, subject to receiving at least fourteen days’ notice
specifying the time or times and place for payment, pay to the Company
the amount called on his shares and at the time or times and place so
specified. The non-receipt of a notice of any call by, or the accidental
omission to give notice of a call to, any of the members shall not invalidate
the call. Notice of the person appointed to receive payment of every call
and of the times and places appointed for payment may be given to the
members by notice to be inserted once in the Hong Kong Government
Gazette and by advertisement in at least one leading English language
daily newspaper and at least one leading Chinese language daily
newspaper circulating in Hong Kong. A person upon whom a call is made
shall remain liable for calls made upon him notwithstanding the
subsequent transfer of the shares in respect whereof the call was made.
A call shall be deemed to have been made at the time when the resolution
of the Board authorising such call was passed. A call may be revoked,
varied or postponed as to all or any of the members liable therefore as the
Board may determine.
When call deemed
to have been made.
If the sum payable in respect of any call or instalment be not paid on or
before the day appointed for payment thereof, the person or persons from
whom the sum is due shall pay interest for the same at such rate not
exceeding fifteen per cent. per annum as the Board shall determine from
the day appointed for the payment thereof to the time of the actual
payment, but the Board may waive payment of such interest wholly or in
part.
Interest on unpaid
calls.
No member shall, unless otherwise determined by the Board, be entitled
to receive any dividend or bonus or to receive notice of or to be present
and vote at any general meeting, either personally, or (save as proxy for
another member) by proxy, or be reckoned in a quorum, or to exercise any
other privilege as a member until all calls or instalments due from him to
the Company, whether alone or jointly with any other person, together
with interest and expenses (if any), shall have been paid.
Suspension of
privileges while call
unpaid.
On the trial or hearing of any action or other proceedings for the recovery
of any money due for any call, it shall be sufficient to prove that the name
of the member sued is entered in the register as the holder, or one of the
holders, of the shares in respect of which such call is due; that the
resolution of the Board making the call is duly recorded in the minute book
of the Board; and that notice of such call was duly given to the member
sued, in pursuance of these Articles; and it shall not be necessary to prove
the appointment of the Board who made such call, nor any other matters
whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence that the money is due.
Evidence in action
for call.
Any sum which by the terms of issue of a share is made payable upon
allotment or in accordance with such terms of issue at any fixed date,
~~whether on account of the nominal value of the share and/or by way of~~
~~premium,s~~hall, for all purposes of these Articles, be deemed to be a call
duly made, notified, and payable on the date fixed for payment, and in
case of non-payment all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise, shall apply as if
such sums had become payable by virtue of a call duly made and notified.
Sums payable on
allotment deemed a
call.

28 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

33. ~~30.~~	The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment. The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced the Company may pay interest at such rate (if any) not exceeding fifteen per cent. per annum as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of such intention, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Payment of calls in advance. App 3, 3(1)

34. ~~31.~~ 35. ~~32.~~ 36. ~~33.~~ 37. ~~34.~~	Transfer of Shares Subject to such of the restrictions contained in these Articles as may be applicable, any member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in such other form as prescribed by the Stock Exchange or in such form as the Board may accept and may be under hand or, if the transferor or transferee is a clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time. All instruments of transfer must be left at the registered office or at such other place as the Board may appoint. Form of transfer. The instrument of transfer of any share shall be in writing and executed by or on behalf of the transferor and by or on behalf of the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. The Board may resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept machine imprinted signatures on the instrument of transfer. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. Execution of transfer. The Board may, in its absolute discretion,~~and without assigning any~~ ~~reason,~~refuse to register a transfer of any share (not being a fully pai~~d up~~ share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists. The Board may also, in its absolute discretion refuse to register any transfer of any share to more than four joint holders or any transfer of any share (not being a fully paid ~~up~~share) on which the Company has a lien. Board may refuse to register a transfer. The Board may also decline to recognise any instrument of transfer unless:- Requirements as to transfer. App 3, 1(1) (i) a fee of such sum not exceeding~~he~~the maximum amount prescribed form time to time by the Stock Exchange as the Board may from time to time require (if any) is paid to the Company in respect thereof; (ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; (iii) the instrument of transfer is in respect of only one class of share; (iv) the shares concerned are free of any lien in favour of the Company; and (v) the instrument of transfer is properly stamped.

33.
~~30.~~

The Board may on the issue of shares differentiate between the allottees
or holders as to the amount of calls to be paid and the time of payment.
The Board may, if it thinks fit, receive from any member willing to advance
the same, and either in money or money’s worth, all or any part of the
money uncalled and unpaid upon any shares held by him, and upon all or
any of the moneys so advanced the Company may pay interest at such
rate (if any) not exceeding fifteen per cent. per annum as the Board may
decide. The Board may at any time repay the amount so advanced upon
giving to such member not less than one month’s notice in writing of such
intention, unless before the expiration of such notice the amount so
advanced shall have been called up on the shares in respect of which it
was advanced.
Payment of calls in
advance.
App 3, 3(1)

34.
~~31.~~
35.
~~32.~~
36.
~~33.~~
37.
~~34.~~

Transfer of Shares
Subject to such of the restrictions contained in these Articles as may be
applicable, any member may transfer all or any of his shares by an
instrument of transfer in the usual or common form or in such other form
as prescribed by the Stock Exchange or in such form as the Board may
accept and may be under hand or, if the transferor or transferee is a
clearing house (within the meaning of the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), by
hand or by machine imprinted signature or by such other manner of
execution as the Board may approve from time to time. All instruments of
transfer must be left at the registered office or at such other place as the
Board may appoint.
Form of transfer.
The instrument of transfer of any share shall be in writing and executed by
or on behalf of the transferor and by or on behalf of the transferee, and the
transferor shall be deemed to remain the holder of the share until the
name of the transferee is entered in the register in respect thereof. The
Board may resolve, either generally or in any particular case, upon
request by either the transferor or transferee, to accept machine imprinted
signatures on the instrument of transfer. Nothing in these Articles shall
preclude the Board from recognising a renunciation of the allotment or
provisional allotment of any share by the allottee in favour of some other
person.
Execution of
transfer.
The Board may, in its absolute discretion,~~and without assigning any~~
~~reason,~~refuse to register a transfer of any share (not being a fully pai~~d up~~
share) to a person of whom it does not approve, or any share issued
under any share incentive scheme for employees upon which a restriction
on transfer imposed thereby still subsists. The Board may also, in its
absolute discretion refuse to register any transfer of any share to more
than four joint holders or any transfer of any share (not being a fully paid
~~up~~share) on which the Company has a lien.
Board may refuse
to register a
transfer.
The Board may also decline to recognise any instrument of transfer
unless:-
Requirements as to
transfer.
App 3, 1(1)
(i)
a fee of such sum not exceeding~~he~~the maximum amount
prescribed form time to time by the Stock Exchange as the Board
may from time to time require (if any) is paid to the Company in
respect thereof;
(ii)
the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the Board
may reasonably require to show the right of the transferor to
make the transfer;
(iii)
the instrument of transfer is in respect of only one class of share;
(iv)
the shares concerned are free of any lien in favour of the
Company; and
(v)
the instrument of transfer is properly stamped.

29 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

38. ~~35.~~ 39. ~~36.~~ 40. ~~37.~~ 41. ~~38.~~	No transfer of share shall be made to an infant or to a person of unsound mind or under other legal disability. No transfer to an infant etc. If the Board shall refuse to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal as required b~~y Section 69 of ~~the Ordinance.If the transferor or transferee requests a statement of reasons for the refusal, the Board shall, within 28 days after receiving the request, send the transferor or transferee (as the case may be) a statement of the reasons for the refusal. Notice of refusal. Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued with a fee (if any) not exceeding the maximum amount prescribed from time to time by the Stock Exchange to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him with a fee (if any) not exceeding the maximum amount prescribed from time to time by the Stock Exchange. Certificate to be given up on transfer. The registration of transfers may~~, on giving notice by advertisement in a~~ ~~newspaper,~~be suspended and the register closed at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares, provided always that such registration shall not be suspended or the register closed for more than thirty days in any year unless extended with the approval of the company in general meeting. When transfer books and register may be closed.

42. ~~39.~~ 43. ~~40.~~ 44. ~~41.~~ 45. ~~42.~~	Transmission of Shares In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him. Death or registered holder or of joint holder of shares. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a member or otherwise by operation of law or by court order may, upon such evidence as to his title being produced as may from time to time be required by the Board, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof. Registration of personal representatives and trustees in bankruptcy. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by executing a transfer of such share to such other person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the member or other event giving rise to the transmission had not occurred and the notice or transfer were a transfer executed by such member. Notice of election to be registered. Registration of nominee. A person becoming entitled to a share by reason of the death, bankruptcy or winding-up of the holder or otherwise by operation of law or by court order shall (upon such evidence being produced as the Board may require as to his entitlement) be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Retention of dividends, etc., until transfer or transmission of shares of a deceased or bankrupt member.

38.
~~35.~~
39.
~~36.~~
40.
~~37.~~
41.
~~38.~~

No transfer of share shall be made to an infant or to a person of unsound
mind or under other legal disability.
No transfer to an
infant etc.
If the Board shall refuse to register a transfer of any share, it shall, within
two months after the date on which the transfer was lodged with the
Company, send to each of the transferor and the transferee notice of such
refusal as required b~~y Section 69 of ~~the Ordinance.If the transferor or
transferee requests a statement of reasons for the refusal, the Board
shall, within 28 days after receiving the request, send the transferor or
transferee (as the case may be) a statement of the reasons for the refusal.
Notice of refusal.
Upon every transfer of shares the certificate held by the transferor shall be
given up to be cancelled, and shall forthwith be cancelled accordingly, and
a new certificate shall be issued with a fee (if any) not exceeding the
maximum amount prescribed from time to time by the Stock Exchange to
the transferee in respect of the shares transferred to him, and if any of the
shares included in the certificate so given up shall be retained by the
transferor a new certificate in respect thereof shall be issued to him with a
fee (if any) not exceeding the maximum amount prescribed from time to
time by the Stock Exchange.
Certificate to be
given up on
transfer.
The registration of transfers may~~, on giving notice by advertisement in a~~
~~newspaper,~~be suspended and the register closed at such times and for
such periods as the Board may from time to time determine and either
generally or in respect of any class of shares, provided always that such
registration shall not be suspended or the register closed for more than
thirty days in any year unless extended with the approval of the company
in general meeting.
When transfer
books and register
may be closed.

42.
~~39.~~
43.
~~40.~~
44.
~~41.~~
45.
~~42.~~

Transmission of Shares
In the case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
the shares; but nothing herein contained shall release the estate of a
deceased holder (whether sole or joint) from any liability in respect of any
share solely or jointly held by him.
Death or registered
holder or of joint
holder of shares.
Any person becoming entitled to a share in consequence of the death or
bankruptcy or winding-up of a member or otherwise by operation of law or
by court order may, upon such evidence as to his title being produced as
may from time to time be required by the Board, and subject as hereinafter
provided, elect either to be registered himself as holder of the share or to
have some person nominated by him registered as the transferee thereof.
Registration of
personal
representatives and
trustees in
bankruptcy.
If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a notice in writing signed by him
stating that he so elects. If he shall elect to have another person
registered, he shall testify his election by executing a transfer of such
share to such other person. All the limitations, restrictions and provisions
of these Articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death, bankruptcy or winding-up of the member or other
event giving rise to the transmission had not occurred and the notice or
transfer were a transfer executed by such member.
Notice of election to
be registered.
Registration of
nominee.
A person becoming entitled to a share by reason of the death, bankruptcy
or winding-up of the holder or otherwise by operation of law or by court
order shall (upon such evidence being produced as the Board may require
as to his entitlement) be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder
of the share. However, the Board may, if it thinks fit, withhold the payment
of any dividend payable or other advantages in respect of such share until
such person shall become the registered holder of the share or shall have
effectually transferred such share, but, subject to the requirements of
Retention of
dividends, etc., until
transfer or
transmission of
shares of a
deceased or
bankrupt member.

30 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

Article ~~757~~ 4 being met, such a person may vote at meetings.


46. ~~43.~~ 47. ~~44.~~ 48. ~~45.~~ 49. ~~46.~~ 50. ~~47.~~ 51. ~~48.~~	Forfeiture of Shares If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. If call or instalment not paid notice may be given. The notice shall name a further day (not being earlier than fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made, such place being either the registered office of the Company, or some other place at which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. Form of notice. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept the surrender of any shares liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender. If notice not complied with shares may be forfeited. Any share so forfeited shall be deemed to be the property of the company, and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit. Forfeited shares to become property of Company. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstandingsuch forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding fifteen per cent. per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture~~, whether on account of the nominal value of the share or by way~~ ~~of premium, ~~shall notwithstanding that that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment. Arrears to be paid notwithstanding forfeiture. A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale, re-allotment or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, Evidence of forfeiture and transfer of forfeited share.

46.
~~43.~~
47.
~~44.~~
48.
~~45.~~
49.
~~46.~~
50.
~~47.~~
51.
~~48.~~

Forfeiture of Shares
If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Board may, at any time thereafter
during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have
accrued and which may still accrue up to the date of actual payment.
If call or instalment
not paid notice may
be given.
The notice shall name a further day (not being earlier than fourteen days
from the date of the notice) on or before which the payment required by
the notice is to be made, and it shall also name the place where payment
is to be made, such place being either the registered office of the
Company, or some other place at which calls of the Company are usually
made payable. The notice shall also state that, in the event of
non-payment at or before the time appointed, the shares in respect of
which the call was made will be liable to be forfeited.
Form of notice.
If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect. Such forfeiture shall
include all dividends and bonuses declared in respect of the forfeited
share and not actually paid before the forfeiture. The Directors may
accept the surrender of any shares liable to be forfeited hereunder and in
such cases references in these Articles to forfeiture shall include
surrender.
If notice not
complied with
shares may be
forfeited.
Any share so forfeited shall be deemed to be the property of the company,
and may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit and at any time before a sale or disposition,
the forfeiture may be cancelled on such terms as the Board thinks fit.
Forfeited shares to
become property of
Company.
A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstandingsuch forfeiture,
remain liable to pay to the Company all moneys which, at the date of
forfeiture, were payable by him to the Company in respect of the shares,
together with (if the Board shall in its discretion so require) interest
thereon from the date of forfeiture until payment at such rate not
exceeding fifteen per cent. per annum as the Board may prescribe, and
the Board may enforce the payment thereof if it thinks fit, and without any
deduction or allowance for the value of the shares, at the date of forfeiture,
but his liability shall cease if and when the Company shall have received
payment in full of all such moneys in respect of the shares. For the
purposes of this Article any sum which, by the terms of issue of a share, is
payable thereon at a fixed time which is subsequent to the date of
forfeiture~~, whether on account of the nominal value of the share or by way~~
~~of premium, ~~shall notwithstanding that that time has not yet arrived be
deemed to be payable at the date of forfeiture, and the same shall
become due and payable immediately upon the forfeiture, but interest
thereon shall only be payable in respect of any period between the said
fixed time and the date of actual payment.
Arrears to be paid
notwithstanding
forfeiture.
A statutory declaration that the declarant is a Director or the Secretary of
the Company, and that a share in the Company has been duly forfeited or
surrendered on a date stated in the declaration, shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the share. The Company may receive the consideration, if any,
given for the share on any sale, re-allotment or disposition thereof and
may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the
holder of the share, and shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture,
Evidence of
forfeiture and
transfer of forfeited
share.

31 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

52. ~~49.~~ 53. ~~50.~~ 54. ~~51.~~ 55. ~~52.~~	sale, re-allotment or disposal of the share. When any share shall have been forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. Notwithstanding any such forfeiture as aforesaid the Board may, at any time~~, ~~before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expense incurred in respect of the shares, and upon such further terms (if any) as it thinks fit. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed tim~~e, whether on account of the nominal value of the~~ ~~share or by way of premium, ~~as if the same had been payable by virtue of a call duly made and notified.	sale, re-allotment or disposal of the share. When any share shall have been forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. Notwithstanding any such forfeiture as aforesaid the Board may, at any time~~, ~~before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expense incurred in respect of the shares, and upon such further terms (if any) as it thinks fit. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed tim~~e, whether on account of the nominal value of the~~ ~~share or by way of premium, ~~as if the same had been payable by virtue of a call duly made and notified.	sale, re-allotment or disposal of the share. When any share shall have been forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry. Notwithstanding any such forfeiture as aforesaid the Board may, at any time~~, ~~before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, cancel the forfeiture on such terms as the Board thinks fit or permit the shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expense incurred in respect of the shares, and upon such further terms (if any) as it thinks fit. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed tim~~e, whether on account of the nominal value of the~~ ~~share or by way of premium, ~~as if the same had been payable by virtue of a call duly made and notified.	Notice after forfeiture. Power to redeem forfeited shares. Forfeiture not to prejudice Company’s right to call or instalment. Forfeiture for non-payment of any sum due on shares.
			~~Stock~~
~~53.~~	~~The Company may by ordinary resolution convert any fully paid up shares~~ ~~into stock, and may from time to time by like resolution reconvert any~~ ~~stock into fully paid up shares of any denomination. After the passing of~~ ~~any resolution converting all the fully paid up shares of any class into~~ ~~stock, any shares of that class which subsequently become fully paid up~~ ~~and rank~~~~pari passu in all other respects with such shares shall, by virtue~~ ~~of this Article and such resolution, be converted into stock transferable in~~ ~~the same units as the shares already converted.~~			~~Power to convert~~ ~~into stock.~~
~~54.~~	~~The holders of stock may transfer the same, or any part thereof, in the~~ ~~same manner and subject to the same regulations as and subject to which~~ ~~the shares from which the stock arose might prior to conversion have~~ ~~been transferred or as near thereto as circumstances admit. 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.~~			~~Transfer of stock.~~
~~55.~~	~~The holders of stock shall, according to the amount of the stock held by~~ ~~them, have the same rights and be subject to the same provisions of these~~ ~~Articles as if they held the shares from which the stock arose, but no such~~ ~~rights (except participation in the dividends and in the assets on a~~ ~~reduction of capital or a winding up of the Company) shall be conferred by~~ ~~an amount of stock which would not, if existing in shares, have conferred~~ ~~such rights.~~			~~Rights of~~ ~~stockholders.~~


~~56.~~ 56. ~~57.~~	~~Such of these Articles as are applicable to paid up shares shall apply to~~ ~~stock, and the words~~“~~share~~”~~and~~“~~shareholder~~”~~therein shall include~~ “~~stock~~”~~and~~“~~stockholder~~”~~.~~ Alteration of Capital (A) The Company may from time to time by ordinary resolution~~:- ~~alter the share capital in any one or more ways set out in section 170 of the Ordinance or in any manner authorised and subject to any conditions prescribed by law.			~~Interpretation.~~

	~~(i)~~	~~consolidate or divide all or any of its share capital into shares of~~ ~~larger or smaller amount than its existing shares; on any~~ ~~consolidation of fully paid shares into shares of larger amount,~~ ~~the Board may settle any difficulty which may arise as it thinks~~		~~Consolidation and~~ ~~division of capital~~ ~~and sub-division~~ ~~and cancellation of~~

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APPENDIX IV

		~~expedient and in particular (but without prejudice to the generality~~ ~~of the foregoing) may as between the holders of shares to be~~ ~~consolidated determine which particular shares are to be~~ ~~consolidated into each consolidated shares, and if it shall happen~~ ~~that any person shall become entitled to fractions of a~~ ~~consolidated share or shares, such fractions may be sold by~~ ~~some person appointed by the Board for that purpose and the~~ ~~person so appointed may transfer the shares so sold to the~~ ~~purchaser thereof and the validity of such transfer shall not be~~ ~~questioned, and so that the net proceeds of such sale (after~~ ~~deduction of the expenses of such sale) may either be distributed~~ ~~among the persons who would otherwise be entitled to a fraction~~ ~~or fractions of a consolidated share or shares rateably in~~ ~~accordance with their rights and interests or may be paid to the~~ ~~Company for the Company~~’~~s benefit;~~	~~shares.~~














~~(ii)~~		~~cancel any shares which at the date of the passing of the~~ ~~resolution have not been taken or agreed to be taken by any~~ ~~person, and diminish the amount of its share capital by the~~ ~~amount of the shares so cancelled; and~~





~~(iii)~~		~~sub-divide its shares or any of them into shares of smaller~~ ~~amount than is fixed by the Memorandum of Association, subject~~ ~~nevertheless to the provisions of the 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) (C)	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. Where any difficulty arises in regard to any~~consolidation and~~ ~~division under sub-paragraph (i) of~~conversion of any or all of the Company’s issued shares into a larger or smaller number of shares following any alteration of capital under this Article~~57(A),5~~6, the Directors may settle the same as they think fit and in particular may issue fractional certificates or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale either in due proportion amongst the members who would have been entitled to the fractions or to the Company for the Company’s benefit, and for this purpose the Directors may authorise some person to transfer the shares representing fractions to or in accordance with the directions of the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.		Reduction of capital.

General Meetings

~~58.~~ The Company shall in each financial year hold a general meeting as its annual general meeting in ~~addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and not more than fifteen months or such longer period as the Registrar of Companies may authorise in writing shall elapse between the date of one annual general meeting of the Company and that of the next~~ accordance with the requirements of the Ordinance. The annual general meeting shall be held at such time and place as the Board shall appoint.

When annual general meeting to be held.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

58.
~~59.~~
59.
~~60.~~
60.
~~61.~~
61.
~~62.~~

All general meetings other than annual general meetings shall be called
extraordinary general meetings.
Extraordinary
general meeting.
The Board may, whenever it thinks fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on
requisition, as provided by the Ordinance, or, in default, may be convened
by the requisitionists.
Convening of
extraordinary
general meeting.
An annual general meeting and a meeting called for the passing of a
special resolution shall be called by not less than twenty-one days' notice
in writing, and a meeting of the Company other than an annual general
meeting or a meeting for the passing of a special resolution shall be called
by not less than fourteen days' notice in writing. The notice shall be
exclusive of the day on which it is served or deemed to be served and of
the day for which it is given, and shall specify the place(and if the meeting
is to be held in two or more places, the principal place of the meeting and
the other place or places of the meeting),the day and the hour of meeting
and, in case of special business, the general nature of that business, and
shall be given, in manner hereinafter mentioned or in such other manner,
if any, as may be prescribed by the Company in general meeting, to such
persons as are, under these Articles, entitled to receive such notices from
the Company, provided that subject to the provisions of the Ordinance, a
meeting of the Company shall notwithstanding that it is called by shorter
notice than that specified in this Article be deemed to have been duly
called if it is so agreed:-
(i)
in the case of a meeting called as the annual general meeting, by
all the members entitled to attend and vote thereat; and
(ii)
in the case of any other meeting, by a majority in number of the
members having a right to attend and vote at the meeting, being a
majority together holding not less than ninety-five per cent.~~in~~
~~nominal value~~of the~~shares giving~~total voting rights atthat
~~rightm~~eeting.
Notice of meetings.
(A)
The accidental omission to give any notice to, or the non-receipt of
any notice by, any person entitled to receive notice shall not
invalidate any resolution passed or any proceeding at any such
meeting.
Omission to give
notice.
(B)
In cases where instruments of proxy are sent out with notices, the
accidental omission to send such instrument of proxy to, or the
non-receipt of such instrument of proxy by, any person entitled to
receive notice shall not invalidate any resolution passed or any
proceeding at any such meeting.
(C)
If the Board considers that it is impractical or undesirable for any
reason to hold a general meeting on the date or at the time or place
specified in the notice calling the general meeting, it may postpone
or move the general meeting to another date, time and/or place.
The Board shall take reasonable steps to ensure that notice of the
date, time and place of the rearranged meeting is given to any
member trying to attend the meeting at the original time~~ana~~nd
place. Notice of the date, time and place of the rearranged meeting
shall, if practicable, also be placed in at least one English language
newspaper and one Chinese language newspaper in Hong Kong.
Notice of the business to be transacted at such rearranged meeting
shall not be required. If a meeting is rearranged in this way, the
appointment of a proxy will be valid if it is received as required by
these Articles not less than 48 hours before the time appointed for
holding the rearranged meeting. The Board may also postpone or
move the rearranged meeting under this Article.

Proceedings at General Meetings

~~63.~~ All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual

Special business.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

63. ~~64.~~ 64. ~~65.~~ 65. ~~66.~~ 66. ~~67.~~	general meeting with the exception of the declaration and sanctioning of dividends, 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 accounts, the election of Directors in the place of those retiring by rotation or otherwise, the appointment or re-appointment of the Auditors where special notice of the resolution for such appointment is not required by the Ordinance, the fixing of the remuneration of the Auditors and the voting of remuneration or extra remuneration to the Directors. Business of annual general meeting. For all purposes the quorum for a general meeting shall be two members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business.In determining attendance for the purposes of quorum, it is immaterial whether members attending a meeting are in the same place as each other. Two or more persons who are not in the same place as each other are in attendance at a general meeting if their circumstances are such that, if they have rights to speak and vote at the meeting, they are able to exercise those rights. Quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as the chairman of the meeting may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the member or members present in person or by proxy (or in the case of a corporation, by its duly authorised representative) shall be a quorum and may transact the business for which the meeting was called. When if quorum not present meeting to be dissolved and when to be adjourned. The Chairman (if any) of the Board or, if he is absent or declines to take the chair at such meeting, the deputy Chairman (if any) shall take the chair at every general meeting, or, if there be no such Chairman or deputy Chairman, or, if at any general meeting neither of such Chairman or deputy Chairman is present within fifteen minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as chairman, and if no Director be present or if all the Directors present decline to take the chair or if the chairman of the meeting chosen shall retire from the chair, then the members present shall choose one of their own number to be chairman of the meeting. Chairman of general meeting. The chairman of a general meeting may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for thirty days or more or is adjourned sine die, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. Power to adjourn general meeting, business of adjourned meeting.

67. ~~68.~~	Voting At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:- What is to be evidence of the passing of a resolution where poll not demanded.

63.
~~64.~~
64.
~~65.~~
65.
~~66.~~
66.
~~67.~~

general meeting with the exception of the declaration and sanctioning of
dividends, 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 accounts, the election of Directors in the
place of those retiring by rotation or otherwise, the appointment or
re-appointment of the Auditors where special notice of the resolution for
such appointment is not required by the Ordinance, the fixing of the
remuneration of the Auditors and the voting of remuneration or extra
remuneration to the Directors.
Business of annual
general meeting.
For all purposes the quorum for a general meeting shall be two members
present in person (or in the case of a corporation, by its duly authorised
representative) or by proxy. No business shall be transacted at any
general meeting unless the requisite quorum shall be present at the
commencement of the business.In determining attendance for the
purposes of quorum, it is immaterial whether members attending a
meeting are in the same place as each other. Two or more persons who
are not in the same place as each other are in attendance at a general
meeting if their circumstances are such that, if they have rights to speak
and vote at the meeting, they are able to exercise those rights.
Quorum.
If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon the requisition of members,
shall be dissolved, but in any other case it shall stand adjourned to the
same day in the next week and at such time and place as the chairman of
the meeting may determine, and if at such adjourned meeting a quorum is
not present within half an hour from the time appointed for holding the
meeting, the member or members present in person or by proxy (or in the
case of a corporation, by its duly authorised representative) shall be a
quorum and may transact the business for which the meeting was called.
When if quorum not
present meeting to
be dissolved and
when to be
adjourned.
The Chairman (if any) of the Board or, if he is absent or declines to take
the chair at such meeting, the deputy Chairman (if any) shall take the chair
at every general meeting, or, if there be no such Chairman or deputy
Chairman, or, if at any general meeting neither of such Chairman or
deputy Chairman is present within fifteen minutes after the time appointed
for holding such meeting, or both such persons decline to take the chair at
such meeting, the Directors present shall choose one of their number as
chairman, and if no Director be present or if all the Directors present
decline to take the chair or if the chairman of the meeting chosen shall
retire from the chair, then the members present shall choose one of their
own number to be chairman of the meeting.
Chairman of
general meeting.
The chairman of a general meeting may, with the consent of any general
meeting at which a quorum is present, and shall, if so directed by the
meeting, adjourn any meeting from time to time and from place to place as
the meeting shall determine. Whenever a meeting is adjourned for thirty
days or more or is adjourned sine die, notice of the adjourned meeting
shall be given in the same manner as in the case of an original meeting
but it shall not be necessary to specify in such notice the nature of the
business to be transacted at the adjourned meeting. Save as aforesaid,
no member shall be entitled to any notice of an adjournment or of the
business to be transacted at any adjourned meeting. No business shall be
transacted at any adjourned meeting other than the business which might
have been transacted at the meeting from which the adjournment took
place.
Power to adjourn
general meeting,
business of
adjourned meeting.

67.
~~68.~~

Voting
At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is taken as may from time to
time be required under the Listing Rules or any other applicable laws,
rules or regulations or unless a poll is (before or on the declaration of the
result of the show of hands or on the withdrawal of any other demand for a
poll) demanded:-
What is to be
evidence of the
passing of a
resolution where
poll not demanded.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

(i) by the chairman of the meeting; or
(ii) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or
(iii) by any member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing ~~not less than one-tenth~~ at least five per cent. of the total voting rights of all the members having the right to vote at the meetin ~~g; or~~
~~(iv) by a member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right~~ .

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

~~69.~~ If a poll is demanded as aforesaid, it shall (subject as provided in Article ~~70~~ 69) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the chairman of the meeting directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
~~70.~~ Any poll duly demanded on the election of a chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.
~~71.~~ In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is required under the Listing Rules or demanded, shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote the Chairman shall determine the same, and such determination shall be final and conclusive.
~~72.~~ The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
~~73.~~ Subject to the provisions of the Ordinance, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents each signed by or on behalf of one or more members.

Poll.

In what case poll taken without adjournment.

Chairman to have casting vote.

Business may proceed notwithstanding demand for poll. Written resolution of members.

Votes of Members

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

73. ~~74.~~ 74. ~~75.~~ 75. ~~76.~~ 76. ~~77.~~ 77. ~~78.~~	Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who (being an individual) is present in person orby proxy or(being a corporation) is present by a representative duly authorised under~~Section 115 of~~the Ordinance shall have one vote(save that, where a member appoints more than one proxy, the proxies so appointed are not entitled to vote on a show of hands),and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder which is fully paid~~upo~~r credited as fully pai~~d up ~~(but so that no amount paid ~~upo~~r credited as pai~~d up ~~on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid~~up~~on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Votes of members. Any person entitled under Article~~40~~43 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he was the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof. Votes in respect of deceased and bankrupt members. Joint registered holders of any share shall be treated in accordance with Article~~19~~22(v). Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof. Joint holders. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his behalf and such person may on a poll vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to the registered office of the Company, or to such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not later than the last time at which a valid instrument of proxy could be so delivered. Votes of member of unsound mind. (A) Save as expressly provided in these Articles, no person other than a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum, at any general meeting. Qualification for voting. App 3, 13 (B) If any member is, under any applicable laws or the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted. Voting in contravention to Listing Rules. (C) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is given or tendered, and every vote not disallowed at such meeting or poll shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. Objections to votes.

78. ~~79.~~	Proxies Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either Proxies.

73.
~~74.~~
74.
~~75.~~
75.
~~76.~~
76.
~~77.~~
77.
~~78.~~

Subject to any special rights, privileges or restrictions as to voting for the
time being attached to any class or classes of shares, at any general
meeting on a show of hands every member who (being an individual) is
present in person orby proxy or(being a corporation) is present by a
representative duly authorised under~~Section 115 of~~the Ordinance shall
have one vote(save that, where a member appoints more than one proxy,
the proxies so appointed are not entitled to vote on a show of hands),and
on a poll every member present in person or by proxy shall have one vote
for every share of which he is the holder which is fully paid~~upo~~r credited
as fully pai~~d up ~~(but so that no amount paid ~~upo~~r credited as pai~~d up ~~on a
share in advance of calls or instalments shall be treated for the purposes
of this Article as paid~~up~~on the share). On a poll a member entitled to
more than one vote need not use all his votes or cast all the votes he uses
in the same way.
Votes of members.
Any person entitled under Article~~40~~43 to be registered as the holder of
any shares may vote at any general meeting in respect thereof in the
same manner as if he was the registered holder of such shares, provided
that at least 48 hours before the time of the holding of the meeting or
adjourned meeting (as the case may be) at which he proposes to vote, he
shall satisfy the Board of his right to be registered as the holder of such
shares or the Board shall have previously admitted his right to vote at
such meeting in respect thereof.
Votes in respect of
deceased and
bankrupt members.
Joint registered holders of any share shall be treated in accordance with
Article~~19~~22(v). Several executors or administrators of a deceased
member in whose name any share stands shall for the purposes of this
Article be deemed joint holders thereof.
Joint holders.
A member of unsound mind or in respect of whom an order has been
made by any court having jurisdiction in lunacy may vote, whether on a
show of hands or on a poll, by any person authorised in such
circumstances to do so on his behalf and such person may on a poll vote
by proxy. Evidence to the satisfaction of the Board of the authority of the
person claiming to exercise the right to vote shall be delivered to the
registered office of the Company, or to such other place as is specified in
accordance with these Articles for the deposit of instruments of proxy, not
later than the last time at which a valid instrument of proxy could be so
delivered.
Votes of member of
unsound mind.
(A)
Save as expressly provided in these Articles, no person other than
a member duly registered and who shall have paid everything for
the time being due from him payable to the Company in respect of
his shares shall be entitled to be present or to vote (save as proxy
for another member) either personally or by proxy, or to be
reckoned in a quorum, at any general meeting.
Qualification for
voting.
App 3, 13
(B)
If any member is, under any applicable laws or the Listing Rules,
required to abstain from voting on any particular resolution or
restricted to voting only for or only against any particular resolution,
any votes cast by or on behalf of such member in contravention of
such requirement or restriction shall not be counted.
Voting in
contravention to
Listing Rules.
(C)
No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting or poll at which the vote
objected to is given or tendered, and every vote not disallowed at
such meeting or poll shall be valid for all purposes. Any such
objection made in due time shall be referred to the chairman of the
meeting, whose decision shall be final and conclusive.
Objections to votes.

78.
~~79.~~

Proxies
Any member of the Company entitled to attend and vote at a meeting of
the Company or a meeting of the holders of any class of shares in the
Company shall be entitled to appoint another person as his proxy to
attend and vote instead of him. On a poll votes may be given either
Proxies.

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79.
~~80.~~
80.
~~81.~~
81.
~~82.~~
82.
~~83.~~
83.
~~84.~~
84.
~~85.~~

personally or by proxy. A proxy need not be a member of the Company. A
member may appoint separate proxies to represent respectively such
number of the shares held by him as may be specified in the instruments
appointing them.
The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing, or if the appointor is
a corporation, either under seal, if any,or under the hand of an officer or
attorney duly authorised.
Instrument
appointing proxy to
be in writing.
The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of
that power or authority shall be deposited at the registered office of the
Company or at such other place as is specified in the notice of meeting or
in the instrument of proxy issued by the Company, or, if an electronic
address is specified in the notice of meeting or in the instrument of proxy
issued by the Company, sent by electronic means to that address (subject
to any conditions or limitations specified therein) not less than forty-eight
hours before the time for holding the meeting or adjourned meeting or poll
(as the case may be) at which the person named in such instrument
proposes to attend and vote(or, in the case of a poll taken more than
forty-eight hours after it was demanded, not less than twenty-four hours
before the time appointed for the taking of the poll),and in default the
instrument of proxy shall not be treated as valid. No instrument appointing
a proxy shall be valid except for the meeting mentioned therein and any
adjournment thereof. Delivery of an instrument appointing a proxy shall
not preclude a member from attending and voting in person at the meeting
or poll concerned.
Appointment of
proxy must be
deposited.
Every instrument of proxy, whether for a specified meeting or otherwise,
shall be in any usual or common form or in any other form as the Board
may from time to time approve.
Form of proxy.
The instrument appointing a proxy to vote at a general meeting shall:
(i)
be deemed to confer authority upon the proxy to demand or join
in demanding a poll and to vote on any resolution (or amendment
thereto) put to the meeting for which it is given as the proxy thinks
fit provided that any form issued to a member for use by him for
appointing a proxy to attend and vote at an extraordinary general
meeting or at an annual general meeting at which any special
business (determined in Article ~~63~~62) is to be transacted shall be
such as to enable the member, according to his intention, to
instruct the proxy to vote in favour of or against (or, in default of
instructions, to exercise his discretion in respect of) each
resolution dealing with any such special business; and
(ii)
unless the contrary is stated therein, be valid as well for any
adjournment of the meeting as for the meeting to which it relates.
Authority under
instrument
appointing proxy.
A vote given or a poll demanded in accordance with the terms of an
instrument of proxy or power of attorney or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
death or incapacity of the principal or revocation of the proxy or power of
attorney or other authority under which the proxy was executed or the
transfer of the shares in respect of which the proxy is given, provided that
no intimation in writing of such death, incapacity, revocation or transfer as
aforesaid shall have been received by the Company at its registered
office, or at such other place as is referred to in Article~~81,8~~0, at least
twenty-four hours before the commencement of the meeting or adjourned
meeting or poll in respect of which the proxy is used.
When vote by proxy
valid though
authority revoked.
(A)
Any corporation which is a member of the Company may, by
resolution of its directors or other governing body or by power of
attorney, authorise such person as it thinks fit to act as its
representative at any meeting of the Company or of any class of
members of the Company, and the person so authorised shall be
entitled to exercise the same powers on behalf of the corporation
Corporation acting
by representative at
meetings.
App 3,
11(2)

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	which he represents as that corporation could exercise if it were an individual member of the Company. References in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative. (B) Where that shareholder and/or warrantholder is a recognised clearing house or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) at any shareholders’ meetings or any meetings of any class of shareholders and/or warrantholders provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of shares and/or warrants in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need for producing any documents of title, notarized authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise if it were an individual shareholder and/or warrantholder of the Company.	which he represents as that corporation could exercise if it were an individual member of the Company. References in these Articles to a member present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a member represented at the meeting by such duly authorised representative. (B) Where that shareholder and/or warrantholder is a recognised clearing house or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) at any shareholders’ meetings or any meetings of any class of shareholders and/or warrantholders provided that, if more than one person is so authorised, the authorisation or proxy form must specify the number and class of shares and/or warrants in respect of which each such person is so authorised. The person so authorised will be deemed to have been duly authorised without the need for producing any documents of title, notarized authorisation and/or further evidence for substantiating the facts that it is duly authorised and will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise if it were an individual shareholder and/or warrantholder of the Company.

		~~Registered Office~~
~~86.~~	~~The reistered office of the~~		~~Registered Office.~~
	~~g~~
85. ~~87.~~ 86. ~~88.~~ 87. ~~89.~~ 88. ~~90.~~	Board of Directors The Company may from time to time in general meeting by ordinary resolution fix, increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall not be less than two. The Board shall cause to be kept a register of the Directors and Secretaries, and there shall be entered therein the particulars required by the Ordinance. A Director shall not be required to hold any qualification shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and meetings of any class of members of the Company. The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.		Constitution of Board. App 3, 4(3) Register of Directors and Secretaries. No qualification shares for Directors. Board may fill vacancies. App 3, 4(2)

89. ~~91.~~ 90. ~~92.~~	Alternate Directors A Director may at any time, by notice in writing signed by him delivered to the registered office of the Company or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time terminate such appointment and remove such alternate Director from office. If such person is not another Director, such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved. The appointment of an alternate Director shall cease on the happening of any event which, if hewere~~he~~a Director, would cause him to vacate such office or if his appointor ceases to be a Director, provided that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment made by him pursuant to Article~~91~~89which was in force immediately before his retirement shall remain in force as though he had not retired.		Alternate Directors.

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~~93.~~ An alternate Director shall (except when absent from Hong Kong) be entitled to receive notices of meetings of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he (instead of his appointor) were a Director. Every person acting as an alternate Director shall have one vote for each Director he represents, in addition to his own vote if he is a Director, but he shall not be counted more than once in the quorum. If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Board may from time to time determine in relation to any committee of the Board, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
~~94.~~ An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
~~95.~~ An alternate Director shall be deemed to be the agent of the Director who appoints him. A Director who appoints an alternate Director shall be vicariously liable for any tort committed by the alternate Director while acting in the capacity of alternate Director.

Directors’ Remuneration and Expenses

~~96.~~ The Directors shall be entitled to receive by way of remuneration for their services such sum as the Board shall from time to time determine (not exceeding such aggregate sum as the Company may from time to time determine in a general meeting) such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors' fees.
~~97.~~ The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
~~98.~~ The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.
~~99.~~ Notwithstanding Articles ~~96, 97,~~ 94, 95, and ~~98,~~ 96, the remuneration of any Executive Director or a Director appointed to any other office in the

Directors’ remuneration.

Directors’ expenses.

Special remuneration.

Remuneration of ~~Managing~~ Executive

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		management of the Company shall from time to time be fixed by the Board	management of the Company shall from time to time be fixed by the Board	Directors, etc.
		and	may be by way of salary, commission or participation in profits or
		otherwise or by all or any of those modes and with such other benefits
		(including pension and/or gratuity and/or other benefits on retirement) and
		allowances as the Board may from time to time decide. Such
		remuneration shall be in addition to his remuneration as a Director.
			Disqualification of Directors
98.	~~100~~	A Director shall vacate his office: -		When office of
~~.~~		(i)	if he becomes bankrupt or has a receiving order made against him or makes any arrangement or composition with his creditors	Director to be vacated.
			generally;
		(ii)	if he becomes a lunatic or of unsound mind and the Board
			resolves that his office is vacated;
		(iii)	if he absents himself from the meetings of the Board during a
			continuous period of six months, without special leave of absence
			from the Board, and his alternate Director (if any) shall not during
			such period have attended in his stead, and the Board passes a
			resolution that he has by reason of such absence vacated his
			office;
		(iv)	if he becomes prohibited from being a Director by reason of any
			order made under any provision of the Ordinance or by operation
			of any other law;
		(v)	if by notice in writing delivered to the Company at its registered
			office he resigns his office;
		(vi)	if he shall be removed from office by notice in writing served upon
			him signed by all his co-Directors; or
		(vii)	if he shall be removed from office by an ordinary resolution of the
			Company under Article~~106.1~~04.
99. ~~.~~	~~101~~	No person shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for
		appointment as a Director, by reason only of his having attained any
		particular age.
			Directors’ Interests
100. ~~.~~	~~102~~	(A)	A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm	Director’s interest.
			shall be entitled to remuneration for professional services as if he
			were not a Director.
		(B)	A Director of the Company may be or become a director or other
			officer of, or otherwise interested in, any company promoted by the
			Company or any other company in which the Company may be
			interested, and shall not be liable to account to the Company or the
			members for any remuneration, profit or other benefit received by
			him as a director or officer of or from his interest in such other
			company. The Board may also cause the voting power conferred
			by the shares in any other company held or owned by the
			Company to be exercised in such manner in all respects as it thinks
			fit, including the exercise thereof in favour of any resolution
			appointing the Directors or any of them to be directors or officers of
			such other company, or voting or providing for the payment of
			remuneration to the directors or officers of such other company.
		(C)	A Director shall not vote or be counted in the quorum on any		App 3, 4(1)
			resolution of the Board concerning his own appointment as the
			holder of any office or place of profit with the Company or any other

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company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

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

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

(F) A Director who to his knowledge is in ~~anywaya~~ ny way, whether directly or indirectly, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company shall, if his interest is material, declare the nature and extent of his interest at the meeting of the Board at which the question of entering into the contract, transaction or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For this purpose, a general notice to the Board by a Director to the effect that:-

(i) he is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or

(ii) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him,

shall be deemed to be a sufficient declaration of interest in relation to any such contract, transaction or arrangement; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

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

App 3, 4(1)

(i) the giving of any guarantee, security or indemnity either to the Director or his associates) in respect of money lent or

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PROPOSED NEW ARTICLES OF ASSOCIATION

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obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries;

(ii) the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has/have himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract, transaction or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) any proposal ~~concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five per cent. or more of the issued shares of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights available to member of the Company;~~
~~(vi) any proposal~~ or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, his associates and employees of the Company or any of its subsidiaries and does not give the Director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

( ~~viiv~~ i) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit.

==> picture [58 x 171] intentionally omitted <==

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

==> picture [132 x 171] intentionally omitted <==

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PROPOSED NEW ARTICLES OF ASSOCIATION

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		~~very restrictive dividend and return of capital right.~~
	~~(I)~~	~~Where a company in which a Director and/or his associate(s) has~~ ~~an interest of five per cent. or more is materially interested in a~~ ~~transaction, then that Director and/or his associate(s) shall also be~~ ~~deemed materially interested in such transaction.~~




	(J) (K) (L)	If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) and/or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board. The Company may by ordinary resolution ratify any transaction not duly authorised by reason of a contravention of this Article provided that no Director who is or whose associate(s) is/are materially interested in such transaction shall vote upon such ordinary resolution in respect of any shares in the Company in which he/they is/are interested. Notwithstanding the above, the entering into of any transaction between the Company or any of its subsidiaries, on the one part, and its controlling member and/or any of that controlling member’s associates (excluding the Company and any of its subsidiaries), on the other part, including the exercise of any option or right of first refusal granted in favour of the Company or any of its subsidiaries, shall be considered and voted on by the independent non-executive Directors together with any other Director who does not hold any position in the controlling member or any of its subsidiaries (excluding the Company and its subsidiaries) and decided by majority vote. Such Directors shall form a committee and appoint among themselves a chairman of the meeting who shall have a second or casting vote in case of equality of votes at the meeting. Directors with positions in the controlling member or any of its subsidiaries (excluding the Company and its subsidiaries) will not be counted in the quorum and will abstain from voting on such matters. In addition, such Directors shall excuse themselves from the Board meetings when such matters are discussed unless expressly requested to attend by a majority of the independent non-executive Directors.

Rotation of Directors

~~103~~ (A) ~~At each annual general meeting, one-third of the Directors for the . time being (or if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation no later than the third annual general meeting following their election by ordinary resolution. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree~~

Rotation and retirement of Directors.

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102. ~~104~~ ~~.~~ 103. ~~105~~ ~~.~~ 104. ~~106~~ ~~.~~	~~between themselves) be determined by lot. TheS~~ubject to the other provisions of these Articles, any Director elected or re-elected by the Company shall be elected for a term which is no longer than the period expiring at the conclusion of the Annual General Meeting of the Company held in the third year following the year of his election or re-election and, for the avoidance of doubt, on expiry of his term he shall be deemed aretiring ~~Directors~~ ~~shall be eligible for re-election~~Director. (B) The ~~Company at any general meeting at which any Directors retire~~ ~~in manner aforesaid may fill the vacated office by electing a like~~ ~~number of persons to be Directorsr~~etiring Directors shall be eligible for re-election. If at any general meeting at which an election of Directors ought to take place, the places of the retiring Directors are not filled, the retiring Directors or such of them as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual general meeting and so on from year to year until their places are filled, unless:- (i) it shall be determined at such meeting to reduce the number of Directors; or (ii) it is expressly resolved at such meeting not to fill up such vacated offices; or (iii) in any such case the resolution for re-election of a Director is put to the meeting and lost . No person, other than a retiring Director, shall~~, unless recommended by~~ ~~the Board for election, ~~be eligible for election to the office of Director at any general meeting, unless he isrecommended by the Board for election or he is nominated bynotic~~e in writingof the intention to propose that~~ ~~person for election as a Director and notice in writing by that person of his~~ ~~willingness to be elected shall have been given to the Company provided~~ ~~that the minimum length of the period, during which such notices are~~ ~~given, shall be at least seven days. The period for lodgement of such~~ ~~notice shall commence no earlier than the day after the dispatchs~~igned by a member duly qualified to attend and vote at the meeting,~~and such~~ ~~notice of nomination shall be given to the Company at the Office within the~~ ~~seven-day period commencing the day after the despatch of the notice of~~ ~~thegeneral meeting appointed for such election and endm~~eeting, or such other period of at least seven days as may be determine~~d by the Directors~~ ~~from time to time and ending no later than seven days prior to the date~~ ~~ofappointed for suchgeneral~~meeting.The notice of nomination shall be a~~ccompanied b~~y a notice signed by th~~e proposed candidate indicating his~~ ~~willingness to be elected.~~ The Company may by ordinary resolution remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract of service between him and the Company) and may elect another person in his stead.	~~Meeting to fill up~~ ~~vacancies.~~ Retiring Directors to remain in office till successors appointed. Notice to be given when person proposed for election. App 3, 4(4), (5) Power to remove Director by ordinary resolution. App 3, 4(3)

105. ~~107~~ ~~.~~ 106. ~~108~~ ~~.~~	Borrowing Powers The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof. (A) The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and, in particular by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.	Power to borrow. Conditions on which money may be borrowed.

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107. ~~109~~ ~~.~~ 108. ~~110~~ ~~.~~	(B) Debentures, debenture stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. (C) Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general~~wettingsm~~eetings of the Company, appointment of Directors and otherwis~~e.~~ (A) The Board shall cause a proper register to be kept, in accordance with the provisions of the Ordinance, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Ordinance in regard to the registration of mortgages and charges therein specified and otherwise. (B) If the Company issues a series of debentures or debenture stock not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures in accordance with the provisions of the Ordinance. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge. ~~Managing Directors, etc.~~	Assignment. Special privileges. Register of charges to be kept. Register of debentures or debenture stock. Mortgage of uncalled capital.
~~111.~~	~~The Board may from time to time appoint any one or more of its body to~~ ~~the office of Managing Director or other Executive Director and/or such~~ ~~other office in the management, administration or conduct of the business~~ ~~of the Company as it may decide for such period and upon such terms as~~ ~~it thinks fit and upon such terms as to remuneration as it may decide in~~ ~~accordance with Article 99.~~	~~Power to appoint~~ ~~Managing~~ ~~Directors, etc.~~
~~112.~~	~~Every Director appointed to an office under Article 111 hereof shall, but~~ ~~without prejudice to any claim for damages for breach of any contract of~~ ~~service between himself and the Company, be liable to be dismissed or~~ ~~removed therefrom by the Board.~~	~~Removal of~~ ~~Managing Director,~~ ~~etc.~~
~~113.~~	~~A Director appointed to an office under Article 111 shall be subject to the~~ ~~same provisions as to rotation, resignation and removal as the other~~ ~~Directors of the Company, and he shall~~~~ipso facto and immediately cease~~ ~~to hold such office if he shall cease to hold the office of Director for any~~ ~~cause.~~	~~Cessation of~~ ~~appointment~~
~~114.~~	~~The Board may from time to time entrust to and confer upon any~~ ~~Executive Director all or any of the powers of the Board that it may think fit~~ ~~provided that the exercise of all powers by such Director shall be subject~~ ~~to such regulations and restrictions as the Board may from time to time~~ ~~make and impose, and the said powers may at any time be withdrawn,~~ ~~revoked or varied, but no person dealing in good faith and without notice~~ ~~of such withdrawal, revocation or variation shall be affected thereby.~~	~~Powers may be~~ ~~delegated.~~
109. ~~115~~ ~~.~~	Powers of Directors The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Ordinance expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Ordinance and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.	General powers of Company vested in Board.

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_110. _	The Board may from time to time entrust to and confer upon any Executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.	The Board may from time to time entrust to and confer upon any Executive Director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose, and the said powers may at any time be withdrawn, revoked or varied, but no person dealing in good faith and without notice of such withdrawal, revocation or variation shall be affected thereby.	Powers may be delegated.
111. ~~116~~ ~~.~~ 112. ~~117~~ ~~.~~ 113. ~~118~~ ~~.~~	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such bank or banks as the Board shall from time to time determine. (A) The Board may from time to time and at any time, by power of attorney under the seal(if any) or otherwise in accordance with the requirements of the Ordinance,appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to such-delegate all or any of the powers, authorities and discretions vested in him. (B) The Company may, by writing under its seal(if any) or otherwise in accordance with the requirements of the Ordinance, empower any person, company or firm, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under its seal(if any) or otherwise in accordance with the requirements of the Ordinanceshall bind the Company and have the same effect as if it were ~~under the seal ofe~~xecuted as a deed by the Company. The Board may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards or agencies and may fix their remuneration, and may delegate to any local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annual or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.		Cheques and banking arrangements. Power to appoint attorney. Execution of deeds by attorney. Local boards.
		~~Managers~~
~~119.~~	~~The Board may from time to time appoint a general manager, manager or~~ ~~managers of the business of the Company and may fix his or their~~ ~~remuneration either by way of salary or commission or by conferring the~~ ~~right to participation in the profits of the Company or by a combination of~~ ~~two or more of these modes and pay the working expenses of any of the~~ ~~staff of the general manager, manager or managers who may be~~ ~~employed by him or them upon the business of the Company.~~		~~Appointment and~~ ~~remuneration of~~ ~~managers.~~
~~120.~~	~~The appointment of such general manager, manager or managers may be~~ ~~for such period as the Board may decide and the Board may confer upon~~ ~~him or them all or any of the powers of the Board and such title or titles as~~		~~Tenure of office and~~ ~~powers.~~

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	~~it may think fit.~~
~~121.~~ 114. ~~122~~ ~~.~~	~~The Board may enter into such agreement or agreements with any such~~ ~~general manager, manager or managers upon such terms and conditions~~ ~~in all respects as the Board may in its absolute discretion think fit,~~ ~~including a power for such general manager, manager or managers to~~ ~~appoint an assistant manager or managers or other employees~~ ~~whatsoever under them for the purpose of carrying on the business of the~~ ~~Company.~~ Chairman The Board may from time to time elect or otherwise appoint a Director to be Chairman or deputy Chairman and determine the period for which each of them is to hold office. The Chairman or, in his absence, the deputy Chairman shall preside at meetings of the Board, but if no such Chairman or deputy Chairman be elected or appointed, or if at any meeting the Chairman or deputy Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting.	~~Terms and~~ ~~conditions of~~ ~~appointment.~~ Chairman.

115. ~~123~~ ~~.~~ 116. ~~124~~ ~~.~~ 117. ~~125~~ ~~.~~ 118. ~~126~~ ~~.~~ 119. ~~127~~ ~~.~~	Proceedings of the Directors The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined or with the consent of the Chairman, three Directors, including the chairman of the Board, shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. A Director shall be deemed to be present in person at a meeting and will be entitled to vote and be counted in the quorum if he participates by telephone or any communication equipment or electronic means which allows all persons participating in the meeting to speak to and hear each other. Such meeting will be treated as taking place where most of the participants are or where the chairman of the meeting is if no more than one participant is in each place or if there are two or more places where most of the participants are. A Director may, and on request of a Director the Secretary shall, at any time summon a meeting of the Board. Notice thereof shall be given to each Director and alternate Director either in writing or by telephone or by word of mouth or electronic communication at the address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine, provided that notice need not be given to any Director or alternate Director for the time being absent from Hong Kong. A Director may waive notice of any meeting and any such waiver may be prospective or retrospective. Matters to be decided at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairman shall have a second or casting vote. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally. The Board may appoint committees consisting of such Directors, alternate Directors or such other persons as the Board thinks fit, and it may from time to time delegate to such committee any of the Board’s powers, authorities and discretions (with power to sub-delegate) and from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Every committee so formed shall comprise at least two members and shall in the exercise of the powers so delegated conform to	Meeting of the Board, quorum, etc. Convening of the Board meeting. How questions to be decided. Powers of meeting. Power to appoint committee and to delegate.

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		any regulations that may from time to time be imposed upon it by the
		Board.
120. ~~.~~	~~128~~	All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not	Acts of committee to be of same effect
		otherwise, shall have the like force and effect as if done by the Board, and	as acts of Board.
		the Board shall have power, with the consent of the company in general
		meeting, to remunerate the members of any special committee, and
		charge such remuneration to the current expenses of the Company.
121. ~~.~~	~~129~~	The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions herein contained for	Proceedings of committee.
		regulating the meetings and proceedings of the Board so far as the same
		are applicable thereto and are not replaced by any regulations imposed by
		the Board pursuant to Article ~~127.1~~19.
122. ~~.~~	~~130~~	All acts done_bona fide_by any meeting of the Board or by any committee of the Board or by any person acting as a Director or as a member of such	When acts of Board or committee to be
		committee shall, notwithstanding that it shall be afterwards discovered	valid
		that there was some defect in the appointment of such committee or the	notwithstanding
		appointment of such Director or persons acting as aforesaid or that they or	defects.
		any of them were disqualified, be as valid as if such committee had been
		duly appointed or as if every such person had been duly appointed and
		was qualified to be a Director or member of such committee.
123. ~~.~~	~~131~~	The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number	Directors’ powers when vacancies
		fixed by or pursuant to these Articles as the necessary quorum of	exist.
		Directors, the continuing Director or Directors may act for the purpose of
		increasing the number of Directors to that number or of summoning a
		general meeting of the Company but for no other purpose.
124. ~~.~~	~~132~~	A resolution in writing signed by the majority of Directors (including the Chairman of the Board) , or by all the members of a committee, signifying each of their unqualified approval to such resolution shall, so long as they	Resolution in writing of Directors.
		constitute a quorum, be as effective for all purposes as a resolution of the
		Directors or, as the case may be, of such committee passed at a meeting
		duly convened, held and constituted. A written or electronic notification of
		confirmation of such resolution in writing sent by a Director or, as the case
		may be, committee member shall be deemed to be his signature to such
		resolution in writing for the purposes of this Article. Such resolution in
		writing may consist of several copies, each signed by one or more
		Directors, or, as the case may be, committee members.
		Minutes
125. ~~.~~	~~133~~	(A) The Board shall cause minutes to be made of:- (i) all appointments of officers made by the Board;	Minutes of proceedings of meetings and
		(ii) the names of the Directors or alternate Directors present at each	Directors.
		meeting of the Board and of any committees of the Board; and
		(iii) all resolutions and proceedings at all meetings of the Company
		and of the Board and of such committees.
		(B) Any such minutes shall be conclusive evidence of any such
		proceedings if they purport to be signed by the chairman of the
		meeting at which the proceedings were held or by the chairman of
		the next succeeding meeting.
		Secretary
126. ~~.~~	~~134~~	The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any	Appointment of Secretary.
		Secretary so appointed may be removed by the Board. Anything by the
		Ordinance or these Articles required or authorised to be done by the

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127.~~135~~ ~~.~~ 128. ~~136~~ ~~.~~	Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by any officer of the Company authorised generally or specially in that behalf by the Board. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised. The Secretary shall, if an individual, ordinarily reside in Hong Kong and, if a body corporate, have its registered office or a place of business in Hong Kong. A provision of the Ordinance or of these Articles requiring or authorising a thing to be done by a Director and the Secretary shall not be satisfied by its being done by the same person acting both as Director and as, or in place of, the Secretary.	Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by any officer of the Company authorised generally or specially in that behalf by the Board. If the Secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorised. The Secretary shall, if an individual, ordinarily reside in Hong Kong and, if a body corporate, have its registered office or a place of business in Hong Kong. A provision of the Ordinance or of these Articles requiring or authorising a thing to be done by a Director and the Secretary shall not be satisfied by its being done by the same person acting both as Director and as, or in place of, the Secretary.	Residence. Same person not to act in two capacities at once.

		The Seal
129.	(A)	The Board may decide by what means and in what form the seal or official seal (whether for use outside Hong Kong or for sealing certificates for securities or otherwise) is to be used.	Use of seal


~~137.~~	(~~AB~~) (~~BC~~)	The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf, and every instrument to which the seal shall be affixed shall be signed by any two Directors or by any one Director and the Secretary or by any two persons appointed by the Board for the purpose, provided that the Board may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the seal may be affixed as the Board may determine) that such signatures or any of them may be affixed to certificates for shares or debentures or representing any other form of securities by some mechanical means other than autographic to be specified in such resolution or that such certificates need not be signed by any person. Every instrument executed in the manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given.This Article is without prejudice to the Company’s ability to execute a document in any other manner provided for by law. The Company may have an official seal which is a facsimile of the common seal with an addition on its face of the word “Securities” for use for sealing certificates for shares or other securities issued by the Company as permitted by~~Section 73A oft~~he Ordinance, ~~(a~~nd no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such official seal is affixedor printed thereon shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid~~) and an official~~ ~~seal for use abroad under the provisions of the Ordinance where~~ ~~and as the Board shall determine, and the Company may by writing~~ ~~under the seal appoint any agents or agent, committees or~~ ~~committee abroad to be the duly authorised agents of the~~ ~~Company for the purpose of affixing and using such official seal~~ ~~and they may impose such restrictions on the use thereof as may~~ ~~be thought fit. Wherever in these Articles reference is made to the~~ ~~seal, the reference shall, when and so far as may be applicable, be~~ ~~deemed to include any such official seal as aforesaid.~~	Custody of seal. Official sealfor securities.	~~App 3, 2(1)~~
	(D)	The Company may have an official seal which is a facsimile of the seal of the Company for use outside Hong Kong. The official seal may only be affixed to a document if its use on the document, or	Official seal for use overseas.

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		documents of a class to which it belongs, and the appointment of any agents or agent, committees or committee abroad to be the agents of the Company for the purpose of affixing and using such official seal, has been authorised by a decision of the Board.



	(E)	Wherever in these Articles reference is made to the seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.



130. ~~138~~ ~~.~~	(A) (B)	Capitalisation of Reserves The Company in general meeting may, upon the recommendation of the Board, resolve to capitalise all or any part of the amount standing to the credit of any of the Company’sreserve accounts (including capitalreserves) or of its profit and loss account or otherwise available for distribution and not required for the payment or provision of the dividend on any shares with a preferential right to dividend, and accordingly that such part be sub-divided amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying~~up ~~any amounts for the time being unpaid on any shares held by such members respectively or paying ~~up in full~~amounts unpaid onunissued shares or debentures or other securities of the Company to be allotted and distributed credited as fully paid to and amongst such members in the proportion aforesaid, or partly in one way and partly in the other~~;~~ ~~provided that for the purpose of this Article, any amount standing to~~ ~~the credit of the share premium account or a capital redemption~~ ~~reserve fund may only be applied in the paying up of unissued~~ ~~shares to be issued to members of the Company as fully paid up~~ ~~shares.~~ Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or profits or other amounts resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may determine that cash payments shall be made to any members in respect of fractional entitlements or that fractions of such value (as the Board may determine) may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the members concerned. The provisions of the Ordinance in relation to the filing of contracts for allotment shall be observed and the Board may appoint any person to sign on behalf of the persons entitled to share in a capitalisation issue and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.	Power to capitalise. Effect of resolution to capitalise.
~~139.~~	~~(A)~~	~~If, so long as any of the rights attached to any warrants issued by~~ ~~the Company to subscribe for shares of the Company shall remain~~ ~~exercisable, the Company does any act or engages in any~~ ~~transaction which, as a result of any adjustments to the~~ ~~subscription price in accordance with the provisions applicable~~ ~~under the terms and conditions of the warrants, would reduce the~~ ~~subscription price to below the par value of a share, then the~~ ~~following provisions shall apply:-~~	~~Subscription Right~~ ~~Reserve.~~

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==> picture [58 x 647] intentionally omitted <==

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

~~(ii) the Subscription Right Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account and capital redemption reserve fund) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law; (iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:-~~

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

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

~~(iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form~~

==> picture [132 x 647] intentionally omitted <==

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	~~(B)~~		~~Shares allotted pursuant to the provisions of this Article shall rank~~ ~~pari passu in all respects with the other shares allotted on the~~ ~~relevant exercise of the subscription rights represented by the~~ ~~warrant concerned. Notwithstanding anything contained in~~ ~~paragraph (A) of this Article, no fraction of any share shall be~~ ~~allotted on exercise of the subscription rights.~~





	~~(C)~~		~~The provisions of paragraph (A) of this Article as to the~~ ~~establishment and maintenance of the Subscription Right Reserve~~ ~~shall not be altered or added to in any way which would vary or~~ ~~abrogate, or which would have the effect of varying or abrogating,~~ ~~the provisions for the benefit of any warrantholder or class of~~ ~~warrantholders under these Articles without the sanction of a~~ ~~special~~ ~~resolution~~ ~~of~~ ~~such~~ ~~warrantholders~~ ~~or~~ ~~class~~ ~~of~~ ~~warrantholders.~~







131. ~~140~~ ~~.~~ 132. ~~141~~ ~~.~~ 133. ~~142~~ ~~.~~ 134. ~~143~~	~~(D)~~ ~~A certificate or report by the Auditors for the time being of the~~ ~~Company as to whether or not the Subscription Right Reserve is required~~ ~~to be established and maintained and if so the amount thereof so required~~ ~~to be established and maintained, as to the purposes for which the~~ ~~Subscription Right Reserve has been used, as to the extent to which it has~~ ~~been used to make good losses of the Company, as to the additional~~ ~~nominal amount of shares required to be allotted to exercising~~ ~~warrantholders credited as fully paid, and as to any other matter~~ ~~concerning the Subscription Right Reserve shall (in the absence of~~ ~~manifest error) be conclusive and binding upon the Company and all~~ ~~warrantholders and shareholders.~~ Dividends and Reserves Subject to the provisions of the Ordinance, the Company by ordinary resolution in general meeting may declare dividends in anyamount and currency in accordance with the respective rights of the members but no dividends shall exceed the amount recommended by the Board. Power to declare dividends. (A) The Board may from time to time pay to the members such interim dividends as appear to the Board to be justified by the position of the Company and, in particular (but without prejudice to the generality of the foregoing), if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in~~the capital of the~~ ~~Companyi~~ssue which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts_bona fide_the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential right. Board’s power to pay interim dividends. (B) The board may also pay half-yearly or at other suitable intervals to be settled by it any dividend which may be payable at a fixed rate if the Board is of the opinion that the position of the Company justifies the payment. No dividend shall be payable except out of the profits ~~or reserves~~ of the Company available for distribution. No dividend shall carry interest. Dividends not to be paid out of capital. Whenever the Board or the Company in general meeting have resolved Dividend in specie.	~~(D)~~

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

~~144~~ (A) Whenever the Board or the Company in general meeting have ~~.~~ resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:- either (i) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid ~~up~~ on the basis that the shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:-

Scrip dividends.

(a) the basis of any such allotment shall be determined by the Board; (b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and (d) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in lieu and in satisfaction thereof shares shall be allotted credited as fully pai ~~d up~~ to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of ~~any part of~~ the ~~undivideda~~ vailable profits of the Company ~~or any part of any of the Company~~ ’ ~~s reserve accounts (including any special account, share premium account and capital redemption reserve fund (if there be any such reserve))~~ as the Board may determine, ~~a sum equal to the aggregate nominal amount of the shares to be allotted on such basis~~ such sum as would otherwise have been distributed by way of cash dividend in respect of the

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non-elected shares and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the non-elected shares ~~on such basis;~~ or (ii) that shareholders entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid ~~up~~ in lieu of the whole or such part of the dividend as the Board may think fit on the basis that the shares so allotted shall be of the same class or classes as the class or classes of shares already held by the allottee. In such case, the following provisions shall apply:(a) the basis of any such allotment shall be determined by the Board; (b) the Board, after determining the basis of allotment, shall give not less than two weeks’ notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; (c) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and (d) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares shall be allotted credited as fully paid ~~up~~ to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of ~~any part of~~ the ~~undivided~~ available profits of the Compan ~~y or any part of any of the Company~~ ’ ~~s reserve accounts (including any special account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the shares to be allotted on such basis~~ , such sum as would otherwise have been distributed by way of cash dividend in respect of the elected shares and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the elected shares ~~on such basis.~~

(B) The shares allotted pursuant to the provisions of paragraph (A) of this Article shall rank pari passu in all respects with the shares then in issue save only as regards participation:-
(i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend,

unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (A) of this Article in relation to the relevant dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (A) of this Article shall rank for participation in such distribution, bonus or

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rights.

(C) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (A) of this Article with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to ~~chosec~~ hoose entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Board may authorise any person to enter into on behalf of all members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(D) The Company may upon the recommendation of the Board by special resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (A) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid ~~up w~~ ithout offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
(E) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
1. ~~145~~ The Board may, before recommending any dividend, set aside out of the Reserves. ~~.~~ profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Directors also resolve to carry forwar ~~d as undivided profit~~ any profit or balance of profit which they shall not think fit to ~~divide~~ distribute or to place in reserve.
1. ~~146~~ Subject to the rights of persons, if any, entitled to shares with special Dividends to be App 3, 3(1) ~~.~~ rights as to dividend, all dividends shall be declared and paid according to paid in proportion to the amounts paid or credited as fully paid ~~up~~ on the shares in respect paid ~~up~~ capital. whereof the dividend is paid and (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) all dividends shall be apportioned and paid pro rata according to the amounts paid ~~up o~~ n the shares during any portion or portions of the period in respect of which the dividend is paid. No amount paid ~~up~~ or credited as paid ~~up~~ on a share in advance of calls shall be treated for the purposes of this Article as paid ~~up o~~ n the share.
~~147~~ (A) The Board may retain any dividends or other moneys payable on or Retention of ~~.~~ in respect of a share upon which the Company has a lien, and may dividends etc. apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(B) The Board may deduct from any dividend or bonus payable to any Deduction of debts.

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		member all sums of money (if any) presently payable by him to the
		Company on account of calls, instalments or otherwise.
139. ~~.~~	~~148~~	Any general meeting sanctioning a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each	Dividend and call together.
		member shall not exceed the dividend payable to him, and so that the call
		shall be made payable at the same time as the dividend, and the dividend
		may, if so arranged between the Company and the member, be set off
		against the call.
140. ~~.~~	~~149~~	A transfer of shares shall not pass the right to any dividend, bonus capitalisation issue or capitalisation distribution declared thereon before	Effect of transfer.
		the registration of the transfer.
141. ~~.~~	~~150~~	If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividends, interim	Receipt for dividends by joint
		dividends or bonuses and other moneys payable in respect of such	holders of shares.
		shares.
142. ~~.~~	~~151~~	Unless otherwise directed by the Board, any dividend, bonus or distribution may be paid by cheque or warrant sent through the post to the	Payment by post.
		registered address of the member entitled, or, in case of joint holders, to
		the registered address of that one whose name stands first in the register
		in respect of the joint holding or to such person and to such address as the
		holder or joint holders may in writing direct. Every cheque or warrant so
		sent shall be made payable to the order of the person to whom it is sent,
		and the payment of any such cheque or warrant shall operate as a good
		discharge to the Company in respect of the dividend, distribution and/or
		bonus represented thereby, notwithstanding that it may subsequently
		appear that the same has been lost or stolen or that any endorsement
		thereon has been forged. Payment of the cheque or warrant by the bank
		on whom it is drawn shall be a good discharge to the Company.
143. ~~.~~	~~152~~	All dividends, distributions or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for	Unclaimed dividend.	App 3, 3(2)
		the benefit of the Company until claimed and the Company shall not be
		constituted a trustee in respect thereof. All dividends, distributions or
		bonuses unclaimed for six years after having been declared may be
		forfeited by the Board and shall revert to the Company.
144. ~~.~~	~~153~~	Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for:	Record dates.
		(i) determining the members entitled to receive any dividend,
		distribution, allotment or issue and such record date may be on or
		at any time before or after any date on which such dividend
		distribution, allotment or issue is declared, paid or made;
		(ii) determining the members entitled to receive notice of and to vote
		at any general meeting of the Company.
		Untraceable Members
145. ~~.~~	~~154~~	Without prejudice to the rights of the Company under Article~~152~~143 and the provisions of Article~~155,~~146,the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such	Company may cease sending dividend warrants.	App 3, 13(1), (2)
		cheques or warrants have been left uncashed on two consecutive
		occasions. However, the Company may exercise the power to cease
		sending cheques for dividend entitlements or dividend warrants after the
		first occasion on which such a cheque or warrant is returned undelivered.

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~~155~~ The Company shall have the power to sell, in such manner as the Board ~~.~~ thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless:-
(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

Company may sell App 3, shares of 13(1), (2) untraceable members. App 3, 13(2)(a)

(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and
(iii) after expiry of the relevant period, the Company has caused an advertisement to be inserted in English in an English language newspaper and in Chinese in a Chinese language newspaper giving notice of its intention to sell such shares and has notified the Stock Exchange of such intention and a period of three months has elapsed since the date of such advertisement.

App 3, 13(2)(b)

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

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

Distribution of Realised Capital Profits

~~156~~ The Company in general meeting may at any time and from time to time ~~.~~ resolve that any surplus moneys in the hands of the Company representing capital profits arising from moneys received or recovered in respect of or arising from the realisation of any capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst the ordinary shareholders on the footing that they receive the same as capital and in the shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of dividend, provided that no such profits as aforesaid shall be so distributed unless permitted by the Ordinance and unless there shall remain in the hands of the Company a sufficiency of other assets to answer in full the whole of the liabilities and paid-up share capital of the Company for the time being.

Distribution of realised capital profits.

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Annual Returns

Annual Returns
148. ~~157~~ ~~.~~ The Board shall make the requisite annual returns in accordance with the Ordinance.	Annual returns.

Accounts 149. ~~158~~ ~~.~~ The Board shall cause proper accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Ordinance or necessary to give a true and fair view of the state of Company's affairs and to show and explain its transactions. 150. ~~159~~ ~~.~~ The books of account shall be kept at the registered office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors. 151. ~~160~~ ~~.~~ The Board shall from time to time determine whether and to what extent, at what times and places and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Ordinance or authorised by the Board or by the Company in general meeting. 152. ~~161~~ ~~.~~ (A) The Board shall from time to time in accordance with the Ordinance cause to be prepared and laid before the Company at its annual general meeting the~~relevant financial~~reporting documents. (B) Subject to paragraph (C) of this Article, the Company shall in accordance with the statutes and other applicable laws and regulations, deliver or send to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of general meetings of the Company under the provisions of the statutes or of these presents a copy of the~~relevant financialr~~eporting documents of the Company or a copy of the summary financial report in place of a copy of the ~~relevant financialr~~eporting documents from which the report is derived, not less than twenty-one days before the date of the general meeting of the Company concerned (or such other time as is permitted under the statutes and other applicable laws and regulations) provided that this Article shall not require a copy of these documents to be sent to more than one of the joint holders of any shares or debentures or to any member of, or any holder of debentures, who is not entitled to receive notices of general meetings of the Company and of whose address the Company is unaware, but any member or holder of debentures of the Company to whom a copy of these documents has not been sent, shall be entitled to receive a copy of these documents free of charge on application at the registered office of the Company. (C) Where any entitled person has, in accordance with the statutes and other applicable laws and regulations, agreed to his having access to the~~relevant financial~~reportingdocuments and/or the summary financial report of the Company on the Company's computer network as mentioned in Article~~166~~157(e) or, to the extent permitted by, and in accordance with the statutes and other applicable laws and regulations, in any other manner (including any other form of electronic communication) instead of being sent the documents or report, as the case may be (an "assenting person"), the publication or making available by the Company, in accordance with the statutes and other applicable laws and regulations, on the Company's computer network referred to above	Accounts to be kept. Where accounts to be kept. Inspection by members. ~~Relevant~~ ~~financialR~~eporting documents and summary financial report. App 3, 5

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of the ~~relevant financialr~~ eporting documents and/or the summary financial report throughout the period beginning not less than twenty-one days before the date of the general meeting of the Company concerned and ending on such date in accordance with the statutes and other applicable laws, rules and regulations (or such other period ~~or~~ of time as is permitted under the statutes and other applicable laws, rules and regulations) or in such other manner, shall be treated as having sent a copy of the ~~relevant financial~~ reporting documents or a copy of the summary financial report to an assenting person in satisfaction of the Company's obligations under paragraph (B) of this Article.

		Audit
153. ~~.~~	~~162~~	Auditors shall be appointed and their duties regulated in accordance with the provisions of the Ordinance.	Auditors
154. ~~.~~	~~163~~	Subject as otherwise provided by the Ordinance the remuneration of the Auditors shall be fixed by the Company in general meeting provided	Remuneration of Auditors.
		always that in respect of any particular year the Company in general
		meeting may delegate the fixing of such remunerations to the Board.
155. ~~.~~	~~164~~	Every statement of accounts audited by the Company's Auditors and presented by the Board at an annual general meeting shall after approval	When accounts to be deemed finally
		at such meeting be conclusive except as regards any error discovered	settled.
		therein within three months of the approval thereof. Whenever any such
		error is discovered within that period, it shall forthwith be corrected, and
		the statement of account amended in respect of the error shall be
		conclusive.
		Notices
156. ~~.~~	~~165~~	Every member, holder of debentures of the Company and any other person who is entitled to receive notices of general meetings of the	Notices of meetings.	App 3, 7(3)
		Company under the provisions of the statutes or of these Articles, shall
		register with the Company an address either in Hong Kong or elsewhere
		to which notices can be sent and if any member shall fail so to do, notice
		may be given to such member by sending the same in any of the manners
		hereafter mentioned to his last known place of business or residence, or if
		there be none, by posting the same for one day at the registered office of
		the Company or by posting the same on the website of the Company or
		any other electronic means. In the case of joint holders of a share, all
		notices shall be given to that one of the joint holders whose name stands
		first in the register and notice so given shall be sufficient notice to all the
		joint holders.
157. ~~.~~	~~166~~	Any notice or document (including any “corporate communication” as defined in the Listing Rules and any amendments thereto for the time	Service of notices.
		being in force), whether or not to be given or issued under the statutes,
		other applicable laws and regulations or these Articles from the Company,
		may be served or delivered by the Company upon any member of, and
		any holder of debentures of, the Company and to any other person who is
		entitled to receive notices of general meeting of the Company under the
		provisions of the statutes and of these Articles :
		(a) personally;
		(b) by sending it through the post in a prepaid envelope or wrapper
		addressed to such person at his registered place of address;
		(c) by advertisement in English in at least one English language
		newspaper and in Chinese in at least one Chinese newspaper
		being in each case a newspaper published daily and circulating		App 3, 7(1)
		generally in Hong Kong and specified or permitted for this
		purpose by the statutes and other applicable laws, rules and
		regulations, and for such period as the Board shall think fit to the

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extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations;

(d) by sending or transmitting it as an electronic communication to such person at any ~~telex or~~ facsimile, number or electronic number or electronic address or computer network or website supplied by him to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with, the statutes and other applicable laws, rules and regulations;
(e) by publishing it on the Company's computer network including the Company’s website and giving to such person a notice in accordance with the statutes, other applicable laws, rules and regulations stating that the notice or other document is available there (a “notice of publication”) to the extent permitted by, and in accordance with, the statutes and other applicable laws, rules and regulations. The notice of publication may be given to such person by any of the means set out in paragraphs (a) to (d) or (f) of this Article; or
(f) by sending or otherwise making available to such person through such means to the extent permitted by, and in accordance with, the statutes and other applicable laws and regulations.

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

~~167~~ Any notice or other document (including any corporate communication ~~.~~ referred to in Article ~~1661~~ 57) given or issued by or on behalf of the Company:-

When notice deemed to be served.

(a) delivered in person, shall be deemed to have been served or delivered at the time of personal service or delivery, and in proving such service or delivery, a certificate in writing signed by the Secretary (or other officer of the Company or such other person appointed by the Board) that the notice or document was so served or delivered shall be conclusive evidence thereof;
(b) if served or delivered by post, shall be deemed to have been served or delivered on the day following that on which the envelope or wrapper containing the same is posted, and in proving such service or deliver, it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into the post. A certificate in writing signed by the Secretary (or such other officer of the Company or such other person appointed by the Board) that the envelope or wrapper containing the notice or other document was so prepaid, addressed and put into the post shall be conclusive evidence thereof;
(c) if sent or transmitted as an electronic communication in accordance with Article ~~166~~ 157(d) or through such means in accordance with Article ~~166~~ 157(f), shall be deemed to have been

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		served or delivered at the time of the relevant despatch or
		transmission. In proving service pursuant to Article ~~166~~157(e), a certificate in writing signed by the Secretary (or such other officer
		of the Company or such other person appointed by the Board) as
		to the fact that time of such service, delivery, despatch,
		transmission or publication shall be conclusive evidence provided
		that no notification that the electronic communication has not
		reached its recipient has been received by the sender, except
		that any failure in transmission beyond the sender's control shall
		not invalidate the effectiveness of the notice or document being
		served;
		(d) if published in the Company's computer network in accordance
		with Article 166(e), shall be deemed to have been served or
		delivered on the day following that on which a notice of
		publication is sent to the entitled person; and
		(e) if served by advertisement in newspaper in accordance with
		Article~~166~~157(c), shall be deemed to have been served on the day on which such notice or document is first published.
159. ~~.~~	~~168~~	A notice or document may be given by or on behalf of the Company to the person(s) entitled to a share in consequence of death, mental disorder or	Service of notice to persons entitled on
		bankruptcy of a member in such manner as provided in Article ~~1661~~57 in which the same might have been given if the death, mental disorder or	death, mental disorder or
		bankruptcy had not occurred.	bankruptcy of a
			member.
160. ~~.~~	~~169~~	Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in	Transferee to be bound by prior
		respect of such share which prior to his name and address being entered	notices.
		on the register shall have been duly given to the person from whom he
		derives his title to such share.
161. ~~.~~	~~170~~	Any notice or document delivered or sent to any member in such manner as provided in Article ~~166,1~~57, shall notwithstanding that such member be then deceased or bankrupt and whether or not the Company has notice of	Notice valid though member deceased or bankrupt.
		his death or bankruptcy, be deemed to have been duly served in respect
		of any registered shares whether held solely or jointly with other persons
		by such member until some other person be registered in his stead as the
		holder or joint holder thereof, and such service shall for all purposes of
		these presents be deemed a sufficient service of such notice or document
		on his personal representatives and all persons (if any) jointly interested
		with him in any such shares.
162. ~~.~~	~~171~~	The signature to any notice to be given by the Company may be written, printed or made electronically.	How notice to be signed.
		Information
163. ~~.~~	~~172~~	No member (not being a Director) shall be entitled to require discovery of or any information respecting any detail of the Company's trading or any	Member not entitled to information.
		matter which is or may be in the nature of a trade secret or process which
		may relate to the conduct of the business of the Company and which in
		the opinion of the Board it will be inexpedient in the interests of the
		members of the Company to communicate to the public, except as
		conferred by law.
		Destruction of Documents
164. ~~.~~	~~173~~	The Company may destroy:- (i) any share certificate which has been cancelled at any time after	Destruction of documents.
		the expiry of one year from the date of such cancellation;
		(ii) any dividend mandate or any variation or cancellation thereof or

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any notification of change of name or address at any time after the expiry of two years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;

(iii) any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration; and
(iv) any other document, on the basis of which any entry in the register is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of it;

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

	share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that :-
	(a) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (b) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of (a) above are not fulfilled; and (c) references in this Article to the destruction of any document include reference to its disposal in any manner.

	Winding Up
~~174.~~	~~If the Company shall be wound up, the surplus assets remaining after~~ ~~payment to all creditors shall be divided among the members in proportion~~ ~~to the capital paid up on the shares held by them respectively, and if such~~ ~~surplus assets shall be insufficient to repay the whole of the paid up~~ ~~capital, they shall be distributed so that, as nearly as may be, the losses~~ ~~shall be borne by the members in proportion to the capital paid up on the~~ ~~shares held by them respectively, but all subject to the rights of any~~ ~~shares which may be issued on special terms or conditions.~~	~~Division of assets in~~ ~~liquidation.~~
165. ~~175~~ ~~.~~	If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court)and a surplus remains after the payment of debts provided in the winding-up,the liquidator may, with the ~~sanction of a special resolutionand any other sanctionr~~equired~~by the~~ ~~Ordinance~~sanction, divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets ~~shall~~consist of property of one kind or~~shall ~~consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the~~liker~~equired sanction, vestthe whole orany part of theaforementionedassets in trustees ~~upon such trustso~~n trust for the benefit of ~~membersc~~ontributories as the liquidator, with the ~~like~~requiredsanction, ~~shall think~~thinksfit, but so that no member shall be compelled to accept any shares or other assets ~~upon~~onwhich there is a liability.In these Articles,“required sanction” means thesanction of a special resolutionof the Company and any other sanction required under the Ordinance.	Power to distribute assets in specie.

~~176~~ In the event of a winding-up of the Company in Hong Kong, every member Service of process.

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PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

~~.~~

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

Indemnity

~~177 (A) Every Director and other officer and every Auditor~~ Subject to Article ~~.~~ 168, the Directors, auditors, Secretary and other officers for the time being of the Company shall ~~be entitled to~~ be indemnified out of the assets of the Company against ~~all costs, expenses, losses and liabilities (including any such liability as is mentioned in Section 165(2) of the Ordinance) which he may sustain or incur in or about the execution of the duties or powers of his office or otherwise in relation thereto including (without limitation) any liability incurred in defending proceedings, civil or criminal, where judgment is given in his favour or he is acquitted (or the proceedings are otherwise disposed of without any finding or admission of material breach of duty on his part). No Director or other officer or Auditor shall be liable for any loss, damages or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto, provided that this Article shall only have effect in so far as its provisions are not avoided by the Ordinance~~ any liability incurred by them or any of them as the holder of any such office or appointment to a person other than the Company or an associated company of the Company, including in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or associated company (as the case may be).

~~Indemnity.~~

168. ~~(B) Subject to Section 165 of the Ordinance, if anyA~~ rticle 167 does not apply to:

(a) any liability of a Director to pay:
- (i) a fine imposed in criminal proceedings; or ~~other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge, or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable as aforesaid from any loss in respect of such liability.~~
- (ii) a sum payable by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or
(b) any liability incurred by a Director:
- (i) in defending criminal proceedings in which the Director is convicted;

64 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

	(c)	(ii)
		(iii)
		(iv)
		(v)
_169. _	(A)	A reference in paragraph (b) of Article 168 to a conviction, judgment or refusal of relief is a reference to the final decision in the proceedings. For the purposes of paragraph (A) of this Article, a conviction, judgment or refusal of relief: (i) if not appealed against, becomes final at the end of the period for bringing an appeal; or (ii) if appealed against, becomes final when the appeal, or any further appeal, is disposed of. For the purposes of sub-paragraph (ii) of paragraph (B) of this Article, an appeal is disposed of if: (i) it is determined, and the period for bringing any further appeal has ended; or (ii) it is abandoned or otherwise ceases to have effect.


	(B)


		(i)

		(ii)

	(C)


		(i)

		(ii)

170. ~~178~~ ~~.~~	The Company shall have power to purchase and maintain for any Director or other officer or Auditors of the Company: Liability insurance. (i) insurance against any liability to the Company,~~a related~~an associated company or any other party in~~respect ofc~~onnection with any negligence, default, breach of duty or breach of trust (save for fraud~~) of which he may be guilty~~in relation to the Company or a related company(as the case may be); and (ii) insurance against any liability incurred by himor itin defending any proceedings, whether civil or criminal, taken against himor it for any negligence, default, breach of duty or breach of trust (including fraud)~~of which he may be guilty ~~in relation to the Company or~~a relateda~~n associated company(as the case may be). For the purpose of this Article,~~"related company" means any company~~ ~~which is the Company~~’~~s subsidiary or holding company or a subsidiary of~~ ~~the Company~~’~~s holding companya~~ssociated company"has the meaning given to it in the Ordinance.
	~~py g p~~ given to it in the Ordinance.

65 -

PROPOSED NEW ARTICLES OF ASSOCIATION

APPENDIX IV

==> picture [405 x 303] intentionally omitted <==

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

Name, Address and Description of Signatory
For and on behalf of
Cayiron Limited
George Jay Hambro
Director
Body Corporate
----- End of picture text -----

~~Dated 26 May 2010 WITNESS to the above signature: (signed) Heather Williams~~

~~Heather Williams 23 Talma Road London SW2 1AU Company Secretary~~

66 -

NOTICE OF ANNUAL GENERAL MEETING

==> picture [154 x 79] intentionally omitted <==

(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (‘‘AGM’’) of the shareholders of IRC Limited (the ‘‘Company’’) will be held at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 3:00 p.m. on Wednesday, 14 May 2014 for the following purposes:

To receive and consider the reports of the Directors and the Auditors together with the Statement of Accounts for the year ended 31 December 2013;
To re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix their remuneration;
To re-elect the following Retiring Directors:
(a) Mr Yury Makarov;
(b) Mr Simon Murray, CBE Chevalier de la Légion d’honneur; and
(c) Mr Jonathan Martin Smith.

and, by way of special business, to consider and, if thought fit, pass the following Resolutions as Ordinary Resolutions:

‘‘THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase Shares of the Company be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to

– 67 –

NOTICE OF ANNUAL GENERAL MEETING

the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly;

(c) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:
- (i) the conclusion of the next Annual General Meeting of the Company; or
- (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or
- (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and’’
‘‘THAT:
(a) subject to paragraph (c) of this Resolution, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officer and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

– 68 –

NOTICE OF ANNUAL GENERAL MEETING

(d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company; or
(ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors of the Company to holders of Shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside of Hong Kong).’’

‘‘THAT: subject to the passing of Resolutions 4 and 5 set out in the notice of this meeting, the total number of shares of the Company which are repurchased or otherwise acquired by the Company pursuant to Resolution 4 shall be added to the total number of shares of the Company which may be issued pursuant to Resolution 5.’’

and, to consider and, if thought fit, pass, the following Resolution as a Special Resolution:

7. ‘‘THAT:

with effect from the conclusion of the Annual General Meeting of the Company at which this resolution is passed, the adoption of the proposed new Articles of Association of the Company, as set out in Appendix IV of the circular of the Company dated 9 April 2014, a copy of which is tabled at the meeting and marked ‘‘X’’ and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.’’

By order of the Board G. Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China, 9 April 2014

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NOTICE OF ANNUAL GENERAL MEETING

This document is available for reference at the Company’s website, www.ircgroup.com.hk and at the website of the Stock Exchange of Hong Kong at www.hkexnews.hk.

For further information please visit www.ircgroup.com.hk or contact:

Nicholas Bias

Head of Communications Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: [email protected]

Shirly Chan (中文查詢) Investor Relations Co-Ordinator Telephone: +852 2772 0007 Mobile: +852 6623 3450 Email: [email protected]

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Website: www.ircgroup.com.hk

Notes:

(1) Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of poll pursuant to the Company’s Articles of Association.
(2) The register of shareholders will be closed from Tuesday, 13 May 2014 to Wednesday, 14 May 2014, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 12 May 2014.
(3) A shareholder of the Company entitled to attend and vote at the above AGM is entitled to appoint one or more proxies to attend and on a poll, to vote instead of him. A proxy need not be a member. Forms of proxy must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the AGM. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the AGM (or any adjournment thereof) should the member so wish.
(4) Brief biographical details of all Directors who offer themselves for re-election or election (as the case may be) at the AGM are set out in Appendix II to the Circular of which this notice forms part.
(5) As regards item 7 in relation to the adoption of the New Articles of Association of the Company, details of the proposed major changes compared to the Articles of Association are set out in Appendix III to the Circular of which this notice forms part. This resolution is required under sections 88 and 89 of the Companies Ordinance. The New Articles of Association of the Company is written in English. The Chinese version of the same is a translation for reference only. Should there be any discrepancies, the English version will prevail.
(6) If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force at any time between 1:00 p.m. and 5:00 p.m. on the date of the AGM, then the AGM will be postponed and the shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice, posted on the Company’s website (www.ircgroup.com.hk) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). If Typhoon Signal No.8 or above or a Black Rainstorm Warning Signal is cancelled at or before 1:00 p.m. on the date of the AGM, and where conditions permit, the AGM will be held as scheduled.

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NOTICE OF ANNUAL GENERAL MEETING

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

Shareholders should decide on their own whether they would attend the 2014 AGM under bad weather condition bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

(7) As at the date of this document, the executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The non-executive Directors are Mr Simon Murray, CBE Chevalier de la Légion d’honneur, Mr Cai Sui Xin and Mr Liu Qingchun. The independent non-executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-Fei Li.

– 71 –

AI assistant

IRC Limited — AGM Information 2014

49636_rns_2014-04-08_d1063955-3e91-4467-8bcd-fdff9e146af5.pdf

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

ADOPTION OF NEW ARTICLES OF ASSOCIATION

ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

RECOMMENDATION

(a) LISTING RULES

(b) SHAREHOLDERS’ APPROVAL

(c) EXERCISE OF THE SHARE REPURCHASE MANDATE

(d) REASONS FOR THE REPURCHASE OF SHARES

(e) SOURCE OF FUNDS

(f) SHARE PRICES

(g) UNDERTAKING

(h) HONG KONG CODE ON TAKEOVERS AND MERGERS

(i) SHARES PURCHASED BY THE COMPANY

EXECUTIVE DIRECTOR

1. Mr Yury Makarov

NON-EXECUTIVE DIRECTOR

2. Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

INDEPENDENT NON-EXECUTIVE DIRECTOR

3. Mr Jonathan Martin Smith

SERVICE AGREEMENTS OF THE DIRECTORS

(a) Executive Director

(b) Non-Executive Director

(c) Independent Non-Executive Director

COMPANY LIMITED BY SHARES NEW ARTICLES OF ASSOCIATION OF

IRC LIMITED

THE COMPANIES ORDINANCE (CHAPTER ~~326~~ 22)

~~NEW A~~ RTICLES OF ASSOCIATION

OF

IRC Limited 鐵江現貨有限公司

of Division 7 of the Ordinance;

Registered Office

Share Capital and Modification of Rights

Lien

General Meetings

Proceedings at General Meetings

Directors’ Remuneration and Expenses

Rotation of Directors

rights.

Distribution of Realised Capital Profits

Annual Returns

Indemnity

NOTICE OF ANNUAL GENERAL MEETING

7. ‘‘THAT:

Nicholas Bias

IRC Limited

More from IRC Limited

IRC Limited AGM Information 2014

THE COMPANIES ORDINANCE (CHAPTER 326 22)

NEW A RTICLES OF ASSOCIATION