ISP Holdings Limited — AGM Information 2023

Apr 24, 2023

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, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly 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.

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

PROPOSALS IN RELATION TO (1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(3) PROPOSED AMENDMENTS TO THE BYE-LAWS; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (‘‘AGM’’) to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 25 May 2023 at 10:30 a.m. is set out on pages 77 to 81 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

25 April 2023

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Biographical Details of Directors Offering for Re-election . . . . . . . .	7
Appendix II	— Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . .	10
Appendix III — Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		77

– i –

DEFINITIONS

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

‘‘AGM’’

• the annual general meeting of the Company to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 25 May 2023 at 10:30 a.m. or any adjournment thereof;

• ‘‘AGM Notice’’ the notice convening the AGM as set out on pages 77 to 81 of this circular;

• ‘‘associates’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Board’’ the board of Directors;

• ‘‘Bye-laws’’ the bye-laws of the Company, currently in force, and ‘‘Byelaw’’ construes any bye-law thereof;

• ‘‘Company’’ ISP Holdings Limited, a company incorporated in Bermuda with limited liability whose Shares are listed on the Main Board of the Stock Exchange;

• ‘‘connected person’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘controlling shareholder’’ has the same meaning ascribed to it under the Listing Rules;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Group’’ the Company and its subsidiaries from time to time;

• ‘‘HK$’’

• Hong Kong dollar(s), the lawful currency of Hong Kong;

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of The People’s Republic of China;

• ‘‘New Bye-laws’’

• the amended and restated bye-laws proposed to be adopted at the AGM;

• ‘‘Latest Practicable Date’’

• 18 April 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein;

• ‘‘Listing Rules’’

the Rules Governing the Listing of Securities on The Stock Exchange, as amended from time to time;

– 1 –

DEFINITIONS

• ‘‘Proposed Amendments’’ the proposed amendments to the Bye-laws set out in Appendix III to this circular;

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time;

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.10 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ or holder(s) of the Share(s); ‘‘member(s)’’

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Subsidiary’’

• a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) or Section 86 of the Companies Act 1981 of Bermuda, whether incorporated/established in Hong Kong, Bermuda, the British Virgin Islands, the People’s Republic of China or elsewhere) of the Company and ‘‘Subsidiaries’’ shall be construed accordingly;

• ‘‘substantial shareholder’’

• has the same meaning ascribed to it under the Listing Rules;

• ‘‘Takeovers Code’’ The Code on Takeovers and Mergers published by Securities and Futures Commission, as amended from time to time; and

• ‘‘%’’

• per cent.

– 2 –

LETTER FROM THE BOARD

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

Executive Director:

Mr. Kingston Chu Chun Ho (Chairman)

Non-executive Director: Mr. Lam Chun Kit

Registered office: Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Independent Non-executive Directors: Mr. Lau Man Tak Mr. Eric Lee Hon Man Mr. To Chun Wai

Principal Place of Business in Hong Kong:

3/F., Hay Nien Building No. 1 Tai Yip Street Kwun Tong, Kowloon Hong Kong 25 April 2023

To the Shareholders,

Dear Sir or Madam

PROPOSALS IN RELATION TO

(1) RE-ELECTION OF DIRECTORS;

(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(3) PROPOSED AMENDMENTS TO THE BYE-LAWS; AND

NOTICE OF ANNUAL GENERAL MEETING

(A) INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice, and the information regarding the resolutions to be proposed at the AGM relating to, among others, (i) the reelection of the Directors who are going to retire and stand for re-election at the AGM; (ii) the grant to the Directors of the Issue Mandate (as defined below), the Repurchase Mandate (as defined below) and the extension of the Issue Mandate (as defined below) to include the Shares repurchased under the Repurchase Mandate (as defined below), if any; and (iii) the Proposed Amendments to the Bye-Laws.

– 3 –

LETTER FROM THE BOARD

(B) RE-ELECTION OF DIRECTORS

In accordance with Bye-laws 87(1) and 87(2), Mr. Kingston Chu Chun Ho and Mr. To Chun Wai shall retire by rotation, and being eligible, have expressed their willingness to offer themselves for re-election at the AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the Company’s Board Diversity Policy and Nomination Policy. The Nomination Committee has assessed the independence of Mr. To Chun Wai based on reviewing his written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that they remain independent. The Board, having considered the recommendation of the Nomination Committee, is of the view that Mr. Kingston Chu Chun Ho and Mr. To Chun Wai will bring valuable perspectives, knowledge, skills and experience to the Board for its efficient and effective functioning and their appointment will contribute to the diversity of the Board appropriate to the requirements of the Company’s business.

The biographical details of all the retiring Directors are set out in Appendix I to this circular.

(C) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on Friday, 20 May 2022, general mandates were granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and repurchase issued and fully paid Shares. These general mandates will lapse at the conclusion of the AGM and therefore, ordinary resolutions will be proposed at the AGM to grant fresh general mandates as follows:

• (i) to grant to the Directors a general and unconditional mandate to allot, issue and deal with additional Shares not exceeding twenty per cent (20%) of the total number of Shares in issue as at the date of the passing of the relevant ordinary resolution (i.e. not exceeding 84,970,000 Shares based on the total number of Shares in issue of 424,850,000 Shares as at the Latest Practicable Date and on the assumption that no further Shares will be issued and allotted prior to the passing of the relevant ordinary resolution at the AGM) (the ‘‘Issue Mandate’’);

• (ii) to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to purchase or repurchase issued Shares not exceeding ten per cent (10%) of the total number of Shares in issue as at the date of the passing of the relevant ordinary resolution (the ‘‘Repurchase Mandate’’); and

• (iii) conditional upon the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by the addition thereto of the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

Full text of the relevant ordinary resolutions in relation to the general mandates described in (i), (ii) and (iii) above are set out as resolutions no. 4(1), 4(2) and 4(3) respectively in the AGM Notice.

An explanatory statement in compliance with Rule 10.06(1)(b) of the Listing Rules for providing Shareholders with all the information reasonably necessary to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate is set out in Appendix II to this circular.

(D) PROPOSED AMENDMENTS TO THE BYE-LAWS

In order to bring the Bye-laws in line with (i) the Core Shareholder Protection Standards set out in Appendix 3 of the Listing Rules which took effect on 1 January 2022, and (ii) to incorporate certain housekeeping changes, the Board proposed to amend the Bye-laws correspondingly.

The full text of the Proposed Amendments to the Bye-laws is set out in Appendix III to this circular.

A special resolution will be proposed at the AGM for the Proposed Amendments to the Bye-laws and to adopt the New Bye-laws in substitution for, and to the exclusion of, the existing Bye-laws. The Proposed Amendments will become effective upon the approval by the Shareholders at the AGM. Shareholders are advised that the Proposed Amendments to the Bye-laws are in English only and that the Chinese translation of the ‘‘PROPOSED AMENDMENTS TO THE BYE-LAWS’’ contained in Appendix III to the Chinese version of this circular is for reference only. In case of any discrepancy or inconsistency, the English version shall prevail.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments to the Bye-laws comply with the requirements of the Listing Rules and the legal advisers to the Company as to Bermuda laws have confirmed that the Proposed Amendments to the Bye-laws do not violate the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the Proposed Amendments to the Bye-laws.

(E) AGM

The AGM Notice convening the AGM to be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 25 May 2023 at 10:30 a.m. is set out on pages 77 to 81 of this circular.

Enclosed with this circular is the proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time

– 5 –

LETTER FROM THE BOARD

appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules and Bye-law 66, any vote of Shareholders at a general meeting must be taken by way of poll, subject to certain exceptions.

(F) RECOMMENDATION

The Directors are pleased to recommend the Shareholders to vote for the re-election of all the retiring Directors who are going to stand for re-election at the AGM. Besides, the Directors consider that (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the extension of the Issue Mandate; and (iv) the Proposed Amendments to the Bye-laws are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors also recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

(F) GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board ISP Holdings Limited Kingston Chu Chun Ho Chairman

– 6 –

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

To enable the Shareholders to make an informed decision on the re-election of the retiring Directors, we set out below the biographical details of the retiring Directors for the information of Shareholders.

1. Mr. Kingston Chu Chun Ho (aged 37)

Mr. Kingston Chu Chun Ho (‘‘Mr. Chu’’) was appointed as an Executive Director and the Chairman of the Company with effect from 9 March 2017. He is also the chairman of the Investment Committee and a member of each of the Executive Committee, the Nomination Committee and the Remuneration Committee.

Mr. Chu is a licensed person under Securities and Futures Ordinance for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities for Kingston Securities Limited and Kingston Corporate Finance Limited, respectively. Mr. Chu is a member of Guangxi Committee of The Chinese People’s Political Consultative Conference, a member of General Committee of The Chamber of Hong Kong Listed Companies, vice president of Hong Kong CPPCC Youth Association, vice director of Youth Committee of HKCPPCC (Provincial) Members Association, vice president of Federation of Hong Kong Guangxi Community Organisations, vice chairman of Hong Kong Guangdong Youth Association, honorary chairman of Hong Kong Guangxi Youth Organisations and founder chairman of Youth Committee of Hong Kong Federation of Dongguan Associations. Mr. Chu holds a Bachelor Degree of Science in Business Administration from the University of Southern California in the U.S.A.

Mr. Chu has been an executive director of Kingston Financial Group Limited since 21 August 2015, the shares of which were withdrawn voluntarily from listing on the Stock Exchange on 27 February 2023. He has also been an executive director of Sincere Watch (Hong Kong) Limited (stock code: 444) since 29 May 2012, which is listed on the main board (the ‘‘Main Board’’) of the Stock Exchange.

He is the son of Mrs. Chu Yuet Wah, the ultimate beneficial owner of Champ Key Holdings Limited, which is the controlling shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chu (i) did not hold any other major appointments and has not held any position or directorship in any other listed public companies during the last three years preceding the Latest Practicable Date; (ii) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Chu did not have any interest in the Shares within the meaning of Part XV of the SFO.

– 7 –

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

A service agreement was entered into between Mr. Chu and the Company regarding the appointment of an Executive Director and the Chairman for a term of three years commencing from 9 March 2023 up to and including 8 March 2026 (subject to termination by three months’ notice in writing or payment in lieu of notice). Mr. Chu is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years pursuant to the Bye-laws.

Pursuant to the service agreement, Mr. Chu is entitled to receive an annual Director’s fee for acting as an Executive Director, an annual remuneration and a management bonus commensurate with his performance and subject to the discretion of the Board. For the financial year ended 31 December 2022, Mr. Chu received (i) an annual Director’s fee of HK$150,000; and (ii) an annual remuneration of HK$1,200,000. His remuneration package is determined with reference to his duties and responsibilities in the Company, the respective remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

2. Mr. To Chun Wai (aged 67)

Mr. To Chun Wai (‘‘Mr. To’’) has been appointed as an Independent Non-executive Director since 1 March 2021. He is the chairman of the Remuneration Committee, and a member of each of the Audit Committee and the Nomination Committee.

Mr. To is at present the chief executive officer of a Hong Kong registered consultancy company, and an independent non-executive director of Auto Italia Holdings Limited (stock code: 720) and Greenheart Group Limited (stock code: 94), both of which are listed on the Main Board of the Stock Exchange. Mr. To spent most of his career with the Hong Kong Police, beginning in 1974 and rising up the ranks to Assistant Commissioner (Crime), being responsible for the overall charge of policy designs and operations of, among others, the Commercial Crime Bureau, Organized Crime & Triad Bureau, Criminal Intelligence Bureau, Financial Investigation Bureau (anti money-laundering), and Technology Crime Bureau, until his retirement in 2011.

Mr. To was awarded the Police Meritorious Service Medal by the Chief Executive of the Hong Kong Special Administrative Region, in recognition of his long and staunch service and contribution to the Hong Kong society. From 2011 to 2012, he served as a part-time tutor at the University of Hong Kong. Between April 2013 and August 2018, he served as the chief strategic officer, chief operating officer, and a non-executive director of Integrated Waste Solutions Group Holdings Limited (‘‘IWS’’), the shares of which are listed on the Main Board of the Stock Exchange (stock code: 923), and sat on both the remuneration and nomination committees of IWS during his tenure of services.

Mr. To has wide administrative and management experiences in both the public and private sectors, and holds a master degree of public administration from the University of Hong Kong.

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, Mr. To (i) did not hold any other major appointments and has not held any position or directorship in any other public listed companies during the last three years preceding the Latest Practicable Date; (ii) did not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company; and (iii) did not hold any other position with the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. To did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to Mr. To’s letter of appointment with the Company, he is appointed for a term of three years commencing from 1 March 2021 up to and including 29 February 2024 (which is renewable upon expiry). Mr. To is subject to retirement by rotation and reelection at annual general meeting of the Company at least once every three years in accordance with the Bye-laws.

Mr. To is entitled to an annual Director’s fee of HK$240,000 for acting as an Independent Non-executive Director, which is determined with reference to his duties and responsibilities in the Company, the remuneration policy of the Company and the prevailing market situation (subject to review by the Board from time to time).

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of the re-election of the abovenamed retiring Directors.

– 9 –

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix contains the explanatory statement, as required under the Listing Rules, to provide to the Shareholders with the requisite information in connection with the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 424,850,000 fully paid Shares and 80,000,000 convertible preference shares.

Subject to the passing of the ordinary resolution no. 4(2) set out in the AGM Notice for approving the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 42,485,000 Shares during the period in which the Repurchase Mandate remains in force. Any Shares repurchased pursuant to the Repurchase Mandate must be fully paid-up.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net assets and/or earnings per Share. The Directors will decide on the number of Shares to be repurchased on each occasion and the price and other terms upon which the same is repurchased at relevant time having regard to the circumstances then pertaining and they will do so only when they believe that such repurchases will benefit the Company and the Shareholders as a whole. At present, the Directors have no intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Bermuda. It is envisaged that such repurchases would be paid out of the capital paid up on the repurchased Shares, or the funds of the Company otherwise available for dividend or distribution, or the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase would be provided out of funds of the Company otherwise available for dividend or distribution or the Company’s share premium account.

In the event that the Repurchase Mandate were to be exercised in full at any time during the period which the Repurchase Mandate remains in force, there might be a material adverse impact on the working capital but possibly not the gearing position of the Company as compared to the consolidated financial position of the Company as at 31 December 2022 (being the date to which the latest published audited consolidated financial statements of the Company were made up). The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

– 10 –

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

4. CONNECTED PERSONS AND DIRECTORS’ UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

5. EFFECT OF THE TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mrs. Chu Yuet Wah (‘‘Mrs. Chu’’) was interested in 225,518,633 Shares, representing approximately 53.08% of the total number of Shares in issue, through her wholly and beneficially owned company, Champ Key Holdings Limited.

In the event that the Repurchase Mandate was to be exercised in full, then (if the present shareholdings otherwise remained the same) the shareholding in the Company of Mrs. Chu would increase to approximately 58.98% of the total number of Shares in issue. It is considered that such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation.

The Directors do not intend to exercise the Repurchase Mandate to an extent which will result in the number of Shares held in the hands of the public falling below the prescribed limit under the Listing Rules.

– 11 –

APPENDIX II EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months preceding the Latest Practicable Date and up to that date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2022
April	0.320	0.260
May	0.300	0.255
June	0.300	0.265
July	0.290	0.250
August	0.415	0.250
September	0.360	0.255
October	0.335	0.270
November	0.510	0.280
December	0.276	0.240
2023
January	0.295	0.242
February	0.490	0.250
March	0.485	0.310
April (up to the Latest Practicable Date)	0.365	0.260

7. SHARE PURCHASES MADE BY THE COMPANY

The Company did not purchase any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

– 12 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

The following is a marked-up version of the proposed New Bye-laws which shows the Proposed Amendments to be made to the existing Bye-laws.

~~New~~ Bye-laws

Of

ISP ~~Synergis~~ Holdings Limited

(Adopted by way of a special resolution passed at the annual general meeting held on [•] ~~17th June 2~~ 02 ~~13~~ )

(The English version shall prevail in case of any inconsistency between English version and its Chinese translation.)

– 13 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

INDEX

SUBJECT Interpretation Share Capital Alteration Of Capital Share Rights Variation Of Rights Shares Share Certificates Lien Calls On Shares Forfeiture Of Shares Register Of Members Record Dates Transfer Of Shares Transmission Of Shares Untraceable Members General Meetings Notice Of General Meetings Proceedings At General Meetings Voting Proxies Corporations Acting By Representatives Written Resolutions Of Members Board Of Directors Retirement Of Directors Disqualification Of Directors Managing Directors Alternate Directors Directors’ Fees And Expenses Directors’ Interests General Powers Of The Directors Borrowing Powers Proceedings Of The Directors Managers Officers Register of Directors and Officers Minutes Seal

Bye-Law No.

1-2 3 4-7 8-9 10-11 12-15 16-21 22-24 25-33 34-42 43-44 45 46-51 52-54 55 56-58 59-60 61-65 66-77 78-83 84 85 86 87-88 89 90-91 92-95 96-99 100-103 104-109 110-113 114-123 124-126 127-131 132 133 134

– 14 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

INDEX (continued)

SUBJECT Authentication Of Documents Destruction Of Documents Dividends And Other Payments Reserves Capitalisation Subscription Rights Reserve Accounting Records Audit Notices Signatures Winding Up Indemnity Alteration Of Bye-laws And Amendment To Memorandum of Association And Name of Company Information Stock	Bye-Law No.
	135 136 137-146 147 148-149 150 151-155 156-161 162-164 165 166-167 168 169 170 171

– 15 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

INTERPRETATION

1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD

MEANING

• “Act”

the Companies Act 1981 of Bermuda.

• “associate”

• the meaning attributed to it in the rules of the Designated Stock Exchange.

• “Auditor”

• the auditor of the Company for the time being and may include any individual or partnership.

• “Bye-laws”

these Bye-laws in their present form or as supplemented or amended or substituted from time to time.

• “Board”

• the board of directors of the Company.

• “business day”

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

• “capital”

the share capital of the Company from time to time.

• “clear days”

in relation to the period of notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

• “clearing house”

~~a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or~~ a clearing house ~~or authorised share depository r~~ ecognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction ~~with the permission of the Company.~~

– 16 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• “close associate”

in relation to any Director, shall have the same meaning as defined in the Listing Rules as modified from time to time, except that for purposes of Bye-law 100 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to “associate” in the Listing Rules.

• “Company”

• ~~Synergis~~ ISP Holdings Limited.

• “competent regulatory authority”

• a competent regulatory authority in the territory where the shares of the company are listed or quoted on a stock exchange in such territory.

• “debenture” and

• “debenture holder”

• include debenture stock and debenture stockholder respectively.

• “Designated Stock Exchange”

• A stock exchange which is an appointed stock exchange for the purposes of the Act in respect of which the shares of the Company are listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company.

• “Directors”

• directors of the Company and “Director” means a director of the Company (but where the context requires, Directors shall mean the directors present at a meeting of the board of directors of the Company at which a quorum is present).

• “dollars” and “$”

• dollars, the legal currency of Hong Kong.

• “head office”

• such office of the Company as the Directors may from time to time determine to be the principal office of the Company.

• “Hong Kong”

• the Hong Kong Special Administrative Region of The People's Republic of China.

• “Listing Rules” the rules and regulations of the Designated Stock Exchange.

• “Member”

• a duly registered holder from time to time of the shares in the capital of the Company.

• “month”

• a calendar month.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• “Notice”

• written notice unless otherwise specifically stated and as further defined in these Bye-laws.

• “Office”

• the registered office of the Company for the time being.

• “paid up”

• paid up or credited as paid up.

• “Register” the principal register and where applicable, any branch register of Members to be kept pursuant to the provisions of the Act.

• “Registration Office” in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where(except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.

• “Seal” common seal or any one or more duplicate seals of the Company (including a securities seal) for use in Bermuda or in any p1ace outside Bermuda.

• “Secretary”

• any person, firm or corporation appointed by the Board to perform any of' the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

• “Statutes”

• the Act and every other act of the Legislature of Bermuda for the time being in force applying to or affecting the Company, its memorandum of association and/or these Bye-laws.

• “year”

• a calendar year.

– 18 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. In these Bye-1aws, unless there be something within the subject or context inconsistent with such construction:

2. (a) words importing the singular include the plural and vice versa;

3. (b) words importing a gender include both gender and the neuter;

4. (c) words importing persons include companies, associations and bodies of persons whether corporate or not;

5. (d) the words:

   • (i) “may” shall be construed as permissive;

   • (ii) “shall” or “will” shall be construed as imperative;

6. (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

7. (f) references to any act, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

8. (g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Bye-laws if not inconsistent with the subject in the context;

9. Special

10. (h) a resolution shall be a special resolution when it has been passed by a majority of not Resolution less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice, specifying (without prejudice to the power contained in these Byelaws to amend the same) the intention to propose the resolution as a special resolution, has been duly given in accordance with Bye-law 59;

11. Ordinary

12. (i) a resolution shall be an ordinary resolution when it has been passed by a simple Resolution majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (j) a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Bye-laws or the Statutes;

Special Resolution effective as Ordinary Resolution

(k) a resolution shall be an extraordinary resolution when it has been passed by a majority of not less than two thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general - meeting of which Notice has been duly given in accordance with Bye law 59;

• ~~(k)(~~ l) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

SHARE CAPITAL

1. (1) The share capital of the Company at the date on which these Bye-laws come into effect Initial CapitalStructure shall be divided into shares of $0.10 each.

2. (2) Subject to the Act, the Company's memorandum of association and, where applicable, the ~~rules of any Designated Stock ExchangeL~~ isting Rules and/or the rules and regulations of any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board upon such terms and subject to such conditions as it thinks fit.

3. Company may purchase its own shares

4. (3) Subject to compliance with the ~~rules and regulations of the Designated Stock Exchange~~ Listing Rules and the rules and regulations of any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

ALTERATION OF CAPITAL

• Increase,

• The Company may from time to time by ordinary resolution in accordance with Section 45 consolidation and of the Act: division of capitalsubdivision and cancellation of shares and redenomination

• (a) increase its capital by such sum, to be divided into shares of such amounts, as the etc. resolution shall prescribe;

• The Company may from time to time by ordinary resolution in accordance with Section 45 of the Act:

• (b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (c) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

• (d) 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 Act), and may by such resolution determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

• (e) change the currency denomination of its share capital;

• (f) make provision for the issue and allotment of shares which do not carry any voting rights; and

• (g) 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 capital by the amount of the shares so cancelled.

• The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Bye-law and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

• The Company may from time to time by special resolution, subject to any confirmation or Reductionof capital consent required by law, reduce its authorised or issued share capital or, save for the use of share premium as expressly permitted by the Act, any share premium account or other undistributable reserve.

– 21 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Except so far as otherwise provided by the conditions of issue, or by these Bye-laws, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Bye-laws with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

1. Subject to any special rights conferred on the holders of any shares or class of shares, any Issue ofShares share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such right or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Company may by ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine.

2. Subject to Sections 42 and 43 of the Act, these Bye-laws, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its memorandum of association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.

3. Redeemable Preference Shares

VARIATION OF RIGHTS

1. Subject to the Act and without prejudice to Bye-law 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Bye-laws relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

How rights of Shares may be modified (where more than one class of Shares)

• (a) the necessary quorum (including ~~other than~~ at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class ~~and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorised representative) or by proxy (whatever the number of shares held by them) shall be a quorum~~ ; and

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him.

• 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 varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

Issue of Shares not an abrogation

SHARES

1. (1) Subject to the Act, these Bye-laws, any direction that may be given by the Company in general meeting and, where applicable, the ~~rules of any Designated Stock Exchange~~ Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

2. Shares at disposal of Directors

3. (2) The Board may issue warrants conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

4. Warrants

5. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

6. Company may pay commission

7. Except as otherwise expressly provided by these Bye-laws or 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 any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Bye-laws or by law) any other rights in respect of any share except an absolute right to the entirely thereof in the registered holder.

8. Trust of Shares not recognised

– 23 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Subject to the Act and these Bye-laws, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

1. Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal Sharecertificates printed thereon and shall specify the number and class and distinguishing numbers (if any) to be sealed of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

2. (1) 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 such holders.

   • Joint holders

3. (2) The Company shall not be bound to register more than four (4) persons as joint holders of any share.

4. (3) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Bye-laws, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

5. Every person whose name is entered, upon an allotment of shares, as a Member in the Entitlement toshare Register shall be entitled, without payment, to receive one certificate for all such shares of certificates any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

6. Share certificates shall be issued within the relevant time limit as prescribed in the Act or as Time limit forissuance the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. (1) 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 to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Bye-law. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

Share certificates on transfer

• (2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

• If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Designated Stock Exchange may determine to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

LIEN

1. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by 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 or not. The Company's lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part from the provisions of this Bye-law.

Company’s lien

– 25 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Subject to these Bye-laws, the Company may sell in such manner as the Board determines any share 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 (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

Sale of Shares subject to lien

1. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which 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 share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he 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.

Application of proceeds of sale

CALLS ON SHARES

1. Subject to these Bye-laws and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

2. Calls

3. A call shall be deemed to have been made at the time when the resolution of the Board Instalments authorising the call was passed and may be made payable either in one lump sum or by instalments.

4. A person upon whom a call is made shall remain liable for calls made upon him Liability of jointholder notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

5. If a sum called in respect of a share is not paid before or on the day appointed for payment Interest on unpaid thereof, the person from whom the sum is due shall pay interest on the amount unpaid from calls the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

2. Suspension of privilege while call remaining unpaid

3. 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 debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Bye-laws; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

4. Evidence in action for call

5. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Bye-laws shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

6. Sums payable on allotment deemed a call

7. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

Shares may be issued subject to different conditions as to calls etc.

1. The Board may, if it thinks fit, receive from any Member willing to advance the same, and Payment of calls in either in money or money’s worth, all or any part of the moneys uncalled and unpaid or advance instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

– 27 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

FORFEITURE OF SHARES

1. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

If call or instalment not paid notice may be given

  - (a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

  - (b) stating that the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

• (2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

• When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share and an entry of the forfeiture, with the date thereof, shall be made in the Register. No forfeiture shall be invalidated by any omission or neglect to give such Notice or make such entry.

• Notice of forfeiture

• The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-laws to forfeiture will include surrender.

Surrender

1. Until cancelled in accordance with the requirements of the Act, a forfeited share shall be the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

Forfeiture share property of the Company

1. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited 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 Bye-law any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

Arrears to be paid notwithstanding forfeiture

– 28 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

2. Evidence of forfeiture

3. 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, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

Power to buy back forfeited shares

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

2. The provisions of these Bye-laws 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 time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

3. Forfeiture no prejudice to right to call or instalment

4. Forfeiture for non-payment of any sum due on Shares

REGISTER OF MEMBERS

1. (1) The Company shall keep in one or more books a Register and shall enter therein the following particulars, that is to say:

Share register

• (a) the name and address of each Member, the number and class of shares held by him and, in respect of any shares that are not fully paid, the amount paid or agreed to be considered as paid on such shares;

• (b) the date on which each person was entered in the Register;

• (c) the date on which any person ceased to be a Member, and

• (d) any other particulars as may be required under the Companies Act from time to time.

• (2) Subject to the Act, the Company may keep an overseas or local or other branch register Local or branchregister of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

– 29 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. The Register and branch register of Members, as the case may be, shall be open to inspection between 10 a.m. and 12 noon during ~~on every~~ business hours ~~day b~~ y ~~Mm~~ embers of the public without charge ~~or by any other person, upon a maximum payment of five Bermuda dollars,~~ at the Office or such other place ~~in Bermuda~~ at which the Register is kept in accordance with the Act ~~or, if appropriate, upon a maximum payment of ten dollars at the Registration Office.~~ The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

Inspection

RECORD DATES

1. Subject to the Listing Rules, and ~~Nn~~ otwithstanding any other provision of these Bye-laws the Company or the Directors may fix any date as the record date for:

Company or Directors may fix record dates

• (a) determining the Members entitled to receive any dividend, distribution, allotment or issue; and

• (b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company.

TRANSFER OF SHARES

1. Subject to these Bye-laws and Companies Act, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the ~~rules of the Designated Stock Exchange~~ Listing Rules or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house 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.

Form of transfer

1. The instrument of transfer shall be executed by or on behalf of the transferor and the Execution oftransfer transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Bye-law 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Bye-laws 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.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid 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, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

Directors may refuse to register transfer

• (2) No transfer shall be made to an infant or to a person of unsound mind or under other legal disability.

• (3) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

• (4) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place in Bermuda at which the Register is kept in accordance with the Act.

• Without limiting the generality of the last preceding Bye-law, the Board may decline to recognise any instrument of transfer unless:

Requirements as to transfer

• (a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

• (b) the instrument of transfer is in respect of only one class of share;

• (c) the instrument of transfer is lodged at the Office or such other place in Bermuda at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);

• (d) if applicable, the instrument of transfer is duly and properly stamped; and

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (e) where applicable, permission of the Bermuda Monetary Authority with respect thereto has been obtained.

• If the Board refuses to register a transfer of any share, it shall, within two (2) months after Notice of refusal the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

• The registration of transfers of shares or of any class of shares may after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

When transfer books and register may be closed

TRANSMISSION OF SHARES

1. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Bye-Law will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

2. Death of registered holder or of joint holder of shares

3. Subject to Section 52 of the Act, any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Bye-laws relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

4. Registration of personal representative and trustee in bankruptcy

5. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall 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 Bye-law 75(2) being met, such a person may vote at meetings.

Retention of dividend etc. pending transfer of shares of a deceased or bankrupt member

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

UNTRACEABLE MEMBERS

1. (1) Without prejudice to the rights of the Company under paragraph (2) of this Bye-Law, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such 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.

Company cease sending dividend warrants etc

• (2) 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:

Company may sell shares of untraceable shareholders

• (a) all cheques or warrants in respect of dividends of the shares in question, 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 Bye-laws of the Company have remained uncashed;

• (b) 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

• (c) the Company, if so required by the ~~rules governing the listing of shares on the Designated Stock Exchange~~ Listing Rules, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

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

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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

GENERAL MEETINGS

1. Subject to the Act, ~~Aa~~ n annual general meeting of the Company shall be held in each financial year other than the financial year in which its statutory meeting is convened and ~~at~~ such annual general meeting must be held within six (6) ~~time (within a period of not more than fifteen (15)~~ months after the end ~~holding~~ of the Company’s financial year ~~last preceding annual general meeting~~ (unless a longer period would not infringe the ~~rules of the Designated Stock Exchange~~ Listing Rules, if any) at such time and place as may be determined by the Board.

2. When annual general meeting to be held

3. Each general meeting, other than an annual general meeting, shall be called a special Special generalmeeting general meeting. General meetings may be held in any part of the world as may be determined by the Board.

4. The Board may whenever it thinks fit call special general meetings, and Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require a special general meeting to be called by the Board for the transaction or resolution of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionists themselves may do so in accordance with the provisions of Section 74(3) of the Act.

5. Convening of special general meeting

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

NOTICE OF GENERAL MEETINGS

1. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days ~~and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by not less than twenty-one (21) clear days.~~ All other ~~special g~~ eneral meetings ~~may~~ (including a special general meeting) must be called by Notice of not less than fourteen (14) clear days ~~and ten (10) clear business days~~ but if permitted by the ~~rules of the Designated Stock ExchangeL~~ isting Rules, a general meeting may be called by shorter notice if it is so agreed:

Notices of meeting

  - (a) in the case of a meeting called as an annual general meeting, by all the-Members entitled to attend and vote thereat; and

  - (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vole at the meeting, being a majority together representing ~~holding~~ not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members ~~in nominal value of the issued shares giving that right.~~

• (2) The Notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Bye-laws or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

• The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings al that meeting.

Omission to give notice/proxy form

PROCEEDINGS AT GENERAL MEETINGS

1. (1) All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.

Special business, business of annual general meeting

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person ~~(o~~ r (in the case of a Member being a corporation) by its duly authorised representative ~~)~~ or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes.

• (3) Subject to the ~~rules of the Designated Stock ExchangeL~~ isting Rules and the laws and regulations of Bermuda, any Director may participate in a general meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

• If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

When if quorum not present meeting to be dissolved and when to be adjourned

1. The president of the Company or the chairman of the Board, or in his/her absence, the vice chairman or the deputy chairman of the Board, or in their absence, any alternate director appointed by the chairman of the Board, or the vice chairman or deputy chairman of the Board shall preside as chairman at every general meeting. If at any general meeting the president of the Company or the chairman or vice chairman or deputy chairman of the Board, or their alternate director(s) if so appointed, as the case may be, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy and entitled to vote shall elect one of their number to be chairman.

Chairman of general meeting

1. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ Notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

Power to adjourn general meeting, notice and business of adjourned meeting

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

2. Amendments to resolution

VOTING

1. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a poll every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy ~~or, in the case of a Member being a corporation, by its duly authorized representative s~~ hall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to a vote of the meeting shall be decided by way of a poll except the chairman, in good faith, decides to allow a resolution which relates to purely to a procedural or administrative matter to be voted on by a show hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

Entitlement to vote, what is to be evidence of passage of a resolution where poll is not demanded

• (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (c) by a Member or Members present in person or in the case of a Member being 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 shares conferring that right.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.

1. Where a resolution is voted on by a show of hands, a declaration by the chairman that a Chairman’sdeclaration of results

resolution has been carried, or carried unanimously, or by a particular majority, or not of vote on a show of

carried by a particular majority, or lost, and an entry to that effect made in the minute book hands of the Company, shall be conclusive evidence of the fact without proof of the number or conclusive proportion of the votes recorded for or against the resolution.

1. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the ~~rules of the Designated Stock ExchangeL~~ isting Rules.

2. Poll

3. [Intentionally deleted]

4. [Intentionally deleted]

5. On a poll votes may be given by a Member either personally (or in the case of a Member being a corporation by its duly authorised representative) or by proxy.

6. A Member entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

7. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of Chairman to have such meeting shall be entitled to a second or casting vote in addition to any other vote he casting vote may have.

8. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy or in the case of a corporation by its duly authorised representative, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy or in the case of a corporation by its duly authorised representative, shall be accepted to the exclusion of the votes of the other joint holders, and for this purposes seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Bye-law be deemed joint holders thereof.

9. Joint holders

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

Votes of incapable members

• (2) Any person entitled under Bye-law 53 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 were the registered holder of such shares, provided that forty-eight (48) hours at least 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 entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

  • Qualification for voting

• (1) No Member shal1, unless the Board otherwise determines, be entitled to attend and All calls to be paid vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sum presently payable by him in respect of shares in the Company have been paid.

• (2) All Members shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.

• (3) Where the Company has knowledge that any Member is, under the Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

• (1) If:

Admissibility of votes

• (a) any objection shall be raised to the qualification of any voter; or

• (b) any votes have been counted which ought not to have been counted or which might have been rejected; or

• (c) any votes are not counted which ought to have been counted;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vole objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

• (2) Where the Company has knowledge that any Member is, under the ~~rules of the Designated Stock Exchange~~ Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

PROXIES

1. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

2. Power to appoint proxies

3. 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 its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

Instrument of proxy to be in writing

1. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Appointment of proxy must be deposited

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Form of proxy

1. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, at which the instrument of proxy is used.

When vote by proxy valid though authority revoked

1. Anything which under these Bye-laws a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Bye-laws relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

Appointment of attorney

CORPORATIONS ACTING BY REPRESENTATIVES

1. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a person so authorised is present thereat.

Corporation actions by representative at meetings

• (2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation including the right to vote individually on a show of hands.

• (3) Any reference in these Bye-laws to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Byelaw.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

WRITTEN RESOLUTIONS OF MEMBERS

1. (1) Subject to the Act, a resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Bye-laws, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Member to sign, and where the resolution states a date as being the date of his signature thereof by any Member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Members.

Resolutions in writing to be signed by all members

• (2) Notwithstanding any provisions contained in these Bye-laws, a resolution in writing shall not be passed for the purpose of removing a Director before the expiration of his term of office under Bye-law 86(4) or for the purposes set out in Bye-law 154(3) relating to the removal and appointment of the Auditor.

BOARD OF DIRECTORS

1. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place at the statutory meeting of Members and thereafter at the annual general meeting in accordance with Bye-law 87 or at any special general meeting called for such purpose and who shall hold office for such term as the Members may determine or, in the absence of such determination, in accordance with Bye-law 87 or until their successors are elected or appointed or their office is otherwise vacated. Any general meeting may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.

Constitution of the board

• (2) ~~Without prejudice to the powers of the Company in general meeting in accordance with any of the provisions of these Bye-laws to appoint any person to be a Director, t~~ The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy ~~oro~~ n the Board or, subject to authorisation by the Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed ~~by the Directors~~ shall hold office ~~only until the next following general meeting of the Company in the case of filling a casual vacancy, or~~ until the next following annual general meeting of the Company ~~in the case of an addition to the Board,~~ and shall then be eligible for re-election ~~at the general meeting.~~

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• (3) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

• (4) ~~Subject to any provision to the contrary in these Bye-laws tT~~ he Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director (including a managing director or other executive director) at any time before the expiration of his period of office notwithstanding anything in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the Notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director no less than fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.

• (5) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (4) above may be filled by the election or appointment by the Members at the meeting at which such Director is removed to hold office until the next appointment of Directors or until their successors are elected or appointed or, in the absence of such election or appointment such general meeting may authorise the Board to fill any vacancy in the number left unfilled.

• (6) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

RETIREMENT OF DIRECTORS

1. (1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting Retirement byrotation 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 shall be subject to retirement at least once every three years.

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• (2) A retiring Director shall be eligible for re-election and shall continue to act as Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself/herself for re-election or any Director who needs to retire pursuant to the terms as set out in any service contract entered into by such Director with the Company. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The number of Directors to retire by rotation on each occasion shall be determined by reference to the composition of the Board at the date of the notice convening the relevant annual general meeting. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

• No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that the period for lodgement of such Notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

Notice of proposed director to be given

DISQUALIFICATION OF DIRECTORS

1. The office of a Director shall be vacated if the Director:

When office of director to be vacated

• (1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

• (2) becomes of unsound mind or dies;

• (3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months, and his alternate Director, if any, shall not during such period have attended in his stead and the Board resolves that his office be vacated; or

• (4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

• (5) is prohibited by law from being a Director;

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• (6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Bye-laws; or

• (7) is convicted in any jurisdiction of a criminal offence involving dishonesty.

MANAGING DIRECTORS

1. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Bye-law shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause. If, in accordance with these Byelaws, a Director who has been appointed as a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company pursuant to this Bye-law 90 (as the case may be) retires from office as a Director at any general meeting of the Company, he/she shall then, subject to his/her due re-election as a Director at the same general meeting, continue to hold the office which was in force immediately before his/her retirement unless the Board resolves the otherwise.

Power to appoint managing director, etc.

1. Notwithstanding Bye-laws 96, 97, 98 and 99, an executive director appointed to an office under Bye-law 90 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

Remuneration of managing director

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ALTERNATE DIRECTORS

1. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the person or body which appointed him and, subject thereto, the office of alternate Director shall continue until the date on which the relevant Director ceases to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent 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 exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Bye-laws shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

Power to appoint alternate director

1. An alternate Director shall only be a Director for the purposes of the Act and shall only be Status of alternate subject to the provisions of the Act insofar as they relate to the duties and obligations of a director Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. 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 by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

2. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

Voting of alternate director

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1. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Bye-laws which was in force immediately before his retirement shall remain in force as though he had not retired.

Cessation as alternate director

DIRECTORS’ FEES AND EXPENSES

1. The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting (or if the Company shall so resolve, by the Directors) and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day.

2. Director’s ordinary remuneration

3. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

4. Director’s expenses

5. Any Director who, by request, goes or resides abroad for any purpose of the Company or Special remuneration who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Bye-law.

6. The Board shall obtain the approval of the Company in general meeting before any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

7. Payment for compensation for loss of office

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DIRECTORS’ INTERESTS

1. A Director may:

2. (a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and, subject to the relevant provisions of the Act, upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Bye-law;

Director may hold other offices, etc.

• (b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

• (c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Bye-laws the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

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1. Subject to the Act and to these Bye-laws, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or 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 provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Bye-law 102 herein.

Director may contract with the Company

1. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, 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 the purposes of this Bye-law, a general Notice to the Board by a Director to the effect that:

Disclosure of interests

• (a) he is a member or officer 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

• (b) 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 under this Bye-law in relation to any such contract 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.

1. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associate is materially interested, but this prohibition shall not apply to any of the following matters namely:

Directors not to form part of the quorum or vote on contract or arrangement in which they are materially interested

• (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

• (ii) any contract or arrangement for the giving of any 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 himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

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• (iii) any contract or arrangement 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 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 contract or arrangement 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 a shareholder other than a company in which the Director and/or his associate(s) is/are beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or any third company through which his interest or that of any of his associates is derived); or

• (vi) any proposal concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded to the employees to which such scheme or fund relates.

• (2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent or more if and so long as (but only if and so long as) he and his associates (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). 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 very restrictive dividend and return of capital right.

• (3) Where a company in which a Director and/or his associate(s) holds five (5) 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.

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• (4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, 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 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 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.

GENERAL POWERS OF THE DIRECTORS

1. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Byelaws required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Bye-laws and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting, shall invalidate any prior act of the Board which would have been valid if such regulations bad not been made. The general powers given by this Bye-law shall not be limited or restricted by any special authority or power given to the Board by any other Bye-law.

General powers of the Company vested in directors

• (2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

• (3) Without prejudice to the general powers conferred by these Bye-laws it is hereby expressly declared that the Board shall have the following powers:

• (a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.

• (b) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

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• (c) to resolve that the Company be discontinued in Bermuda and continued in a named country or jurisdiction outside Bermuda subject to the provisions of the Act.

• The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by 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 staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

• Appointment of managers

• The Board may by power of attorney appoint under the Seal 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 Bye-laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Seal.

• Appointment of attorneys

• The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

• Appointment of managing directors

• All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking account shall be kept with such banker or bankers as the Board shall from time to time determine.

• Execution of cheques, promissory notes etc.

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1. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

Establishment of employee schemes of funds

• (2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement.

BORROWING POWERS

1. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

2. Power to borrow

3. Assignment of

4. 1. Debentures, bonds and other securities may be made assignable free from any equities debentures between the Company and the person to whom the same may be issued.

5. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

   • Special privilege of debentures etc.

6. (1) Where any uncalled capital of the Company is charged, all persons taking any Charges, register of subsequent charge thereon shall take the same subject to such prior charge, and shall charges to be kept not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

7. (2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act in regard to the registration of charges and debentures therein specified and otherwise.

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PROCEEDINGS OF THE DIRECTORS

1. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Without prejudice to any other provisions in these Bye-laws, a Board meeting may also be convened to be held by means of video conferencing or telephone conferencing whereat all Directors can participate and communicate with each other simultaneously. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

2. Voting, Chairman to have a casting vote

3. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

   • Convening of meeting

4. Quorums for

5. 1. (1) The quorum necessary for the transaction of the business of the Board may be fixed by Director’s the Board and, unless so fixed at any other number, shall be two (2). An alternate meeting Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

6. (2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person. A resolution passed at any meeting held in the above manner, and authenticated by the chairman of the Board or the Secretary, shall be as valid and effectual as if it had been passed at a meeting of the Board (or committee, as the case may be) duly convened and held.

7. (3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

8. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy Directors’ powers in the Board but, if and so long as the number of Directors is reduced below the minimum where vacancyexisting number fixed by or in accordance with these Bye-laws, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Bye-laws as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. The Board may elect or otherwise appoint one of its body as the chairman of the Board, another as the vice chairman or deputy chairman of the Board and/or any other officer(s) upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. The chairman of the Board, or in his/her absence, the vice chairman or deputy chairman of the Board, or any alternate director appointed by such chairman, vice chairman or deputy chairman shall preside at meetings of the Board, but if no such chairman, vice chairman or deputy chairman of the Board is elected or appointed, or if at any meeting such chairman or vice chairman or deputy chairman (or their respective alternate director if so appointed) was not present within five (5) minutes after the time appointed for holding the same or they all decline to preside at any such meeting, the Directors present at the meeting shall choose one of their number to be the chairman of such meeting. If, in accordance with these Bye-laws, the chairman, vice chairman or deputy chairman of the Board (as the case may be) retires from office as a Director at any general meeting of the Company but subject to his/her due re-election as a Director at the same general meeting, he/she shall continue to hold the office of chairman, vice chairman or deputy chairman of the Board (as the case may be) pursuant to his/her appointment in force immediately before his/her retirement unless the Board resolves the otherwise.

   • Election of Chairman

2. A meeting of the Board at which a quorum is present shall be competent to exercise all the Powers of meeting powers, authorities and discretions for the time being vested in or exercisable by the Board.

3. (1) The Board may delegate any or its powers, authorities and discretions to committees, Powers to appoint and delegate to

consisting of such Director or Directors and other persons as it thinks fit, and they committee may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

• (2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

• Proceedings of

• 1. The meetings and proceedings of any committee consisting of two or more members shall committee be governed by the provisions contained in these Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Bye-law.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. A resolution in writing signed by not less than three-fourths of all the Directors then in office (or if their number is not a multiple of four, the number nearest to and greater than three-fourths) shall be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Byelaws and further provided that no Director is aware of or has received any objection to the resolution from any Director. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid.

Directors’ written resolutions

1. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

2. When acts of Directors or committee to be valid notwithstanding defects

MANAGERS

1. The Board may from time to time appoint a general manager, a manager or managers 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.

2. Appointment of general managers

3. Tenure of office

4. 1. The appointment of such general manager, manager or managers may be for such period as and the Board may decide, and the Board may confer upon him or them all or any of the powers powers of the Board as it may think fit.

5. Terms and

6. 1. The Board may enter into such agreement or agreements with any such general manager, conditions of manager or managers upon such terms and conditions in all respects as the Board may in appointment their absolute discretion think fit, including a power for such general manager, manager or managers to appoint an assistant manager or managers or other employees whatsoever under them for the purpose of carrying on the business of the Company.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

OFFICERS

1. (1) The officers of the Company shall consist of a president and vice-president or chairman and deputy chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and these Bye-laws.

   • President/vice president/ chairman and deputy chairman

2. (2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a president and a vice-president or a chairman and a deputy chairman; and if more than one (1) Director is proposed for either of these offices, the election to such office shall take place in such manner as the Directors may determine.

3. (3) The officers shall receive such remuneration as the Directors may from time to time determine.

4. (4) Where the Company appoints and maintains a resident representative ordinarily Residentrepresentative resident in Bermuda in accordance with the Act, the resident representative shall comply with the provisions of the Act.

5. (5) The Company shall provide the resident representative with such documents and information as the resident representative may require in order to be able to comply with the provisions of the Act.

6. (6) The resident representative shall be entitled to have notice of, attend and be heard at all meetings of the Directors or of any committee of such Directors or general meetings of the Company.

7. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two (2) or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

   • Secretary

8. (2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Act or these Bye-laws or as may be prescribed by the Board.

9. The president or the chairman, as the case may be, shall act as Chairman at all meetings of Chairman ofmeetings the Members and of the Directors at which he is present. In his absence a chairman shall be appointed or elected by those present at the meeting.

10. Powers of

11. 1. The officers of the Company shall have such powers and perform such duties in the officers management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. A provision of the Act or of these Bye-laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

Requirement of Act and Byelaws not satisfied where same person acting as Director and Secretary

REGISTER OF DIRECTORS AND OFFICERS

1. (1) The Board shall cause to be kept one or more books at the Office a Register of Register to bekept Directors and Officers and shall enter therein the following particulars with respect to each Director and Officer, that is to say:

   • (a) in the case of an individual, his or her present first name, surname and address; and

   • (b) in the case of a company, its name and registered office.

2. (2) The Board shall within a period of fourteen (14) days from the occurrence of:

   • (a) any change among the Directors and Officers; or

   • (b) any change in the particulars contained in the Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of such change and of the date on which it occurred.

• (3) The Register of Directors and Officers shall be open to inspection by members of the public without charge at the Office between 10:00 a.m. and 12:00 noon on every business day.

• (4) In this Bye-law “Officer” has the meaning ascribed to it in Section 92A(7) of the Act.

MINUTES

1. (1) The Board shall cause Minutes to be duly entered in books provided for the purpose:

Minutes of proceedings of meeting and Directors

• (a) of all elections and appointments of officers;

• (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

• (c) of all resolutions and proceedings of each general meeting of the Members and meetings of the Board.

• (2) Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the Office.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

SEAL

1. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal with the addition of the words “Securities Seal” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Bye-laws, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in the manner provided by this Bye-law shall be deemed to be sealed and executed with the authority of the Board previously given.

Custody and use of seal

• (2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Bye-laws reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include, any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

1. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

Power to authenticate

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

DESTRUCTION OF DOCUMENTS

1. (1) The Company shall be entitled to destroy the following documents at the following times:

Destruction of documents

• (a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

• (b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

• (c) any instrument of transfer of shares which has been registered at any time after

• the expiry of seven (7) years from the date of registration;

• (d) any allotment letters after the expiry of seven (7) years from the date of issue thereof;

• (e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed; and

• (f) any other documents, on the basis of which any entry in the Register is made, at any time after the expiry of 7 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 entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and 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: (1) the foregoing provisions of this Bye-law 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; (2) nothing contained in this Bye-law 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 proviso (1) above are not fulfilled; and (3) references in this Bye-law to the destruction of any document include references to its disposal in any manner.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (2) Notwithstanding any provision contained in these Bye-laws, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in subparagraphs (a) to (f) of paragraph (l) of this Bye-law and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Bye-law shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

1. Subject to the Act, the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board. The Company in general meeting may also make a distribution to the Members out of any contributed surplus (as ascertained in accordance with the Act).

2. Power to declare dividends

3. No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.

4. Restrictions on payments of dividends and distributions

5. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

Dividends to be paid according to amount paid up on shares and pro rata

• (a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Bye-law as paid up on the share; and

• (b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

• The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• Deduction of

• 1. The Board may deduct from any dividend or other moneys payable to a Member by the debts Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

• No interest on

• 1. No dividend or other moneys payable by the Company on or in respect of any share shall dividends bear interest against the Company.

• Any dividend, interest or other sum payable in cash to the holder of shares may be paid by Payment etc.by post cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividend or other moneys payable or property distributable in respect of the shares held by such joint holders.

• All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

Unclaimed dividend etc.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Whenever the Board or the Company in general meeting has resolved 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 paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the 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 and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

Dividend in specie

1. (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

Script Dividend

• (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

• (i) the basis of any such allotment shall be determined by the Board;

• (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

• (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid 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 undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

• (b) that the 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. In such case, the following provisions shall apply:

• (i) the basis of any such allotment shall be determined by the Board;

• (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

• (iii) the right of election may be exercised in respect of the whole or part of the portion of the dividend in respect of which the right of election has been accorded; and

• (iv) 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 of the relevant class 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 profits of the Company (including profits carried and standing to the credit of any reserves or other special account other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Bye-law shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or 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 their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Byelaw in relation to the relevant dividend or contemporaneously with their 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 (1) of this Bye-law shall rank for participation in such distribution, bonus or rights.

• (b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Byelaw, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

• (3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (l) of this Bye-law a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

• (4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Bye-law 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, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Bye-law shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

1. Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments 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 Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

Reserves may be set aside by the Board

CAPITALISATION

1. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Bye-law and subject to Section 40(2A) of the Act, a share premium account and any reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid. In carrying sums to reserve and in applying the same the Board shall comply with the provisions of the Act.

2. Capitalisation of reserves

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Bye-law and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

Board may settle difficulties

SUBSCRIPTION RIGHTS RESERVE

1. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:

   • Subscription right

2. (1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the nominal value of a share, then the following provisions shall apply:

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

4. (b) the Subscription Rights Reserve shal1 not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) 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;

5. (c) 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:

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

  - (i) 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

  - (ii) 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 Rights 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 warrantholders; and

• (d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights 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) 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 and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

• (2) Shares allotted pursuant to the provisions of this Bye-Law 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 (1) of this Bye-law, no fraction of any share shall be allotted on exercise of the subscription rights.

• (3) The provision of this Bye-law as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Bye-law without the sanction of a special resolution of such warrantholders or class of warrantholders.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights 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 Rights 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 Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

1. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

2. Accounts to be kept

3. The accounting records shall be kept at the Office or, subject to the Act, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

4. Where accounts to be kept

5. Subject to Section 88 of the Act and Bye-law 154, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) clear days and twenty (20) clear business days before the date of the general meeting and at the same time as the notice of the annual general meeting and laid before the Company at the annual general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.

6. Annual profit and loss accounts and balance sheet to be sent to Shareholders

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock Exchange~~ Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

Summary financial statements

1. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 154 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 154, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

Publication of financial statements or summary financial statements on Company’s computer network

AUDIT

1. (1) Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

2. Appointment of auditor

3. (2) Subject to Section 89 of the Act, a person, other than an incumbent Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has been given not less than twenty-one (21) ~~clear days and twenty (20) clear business~~ days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the incumbent Auditor.

4. (3) The Members may, at any general meeting convened and held in accordance with these Bye-laws, by ~~speciale~~ xtraordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

1. Subject to Section 88 of the Act the accounts of the Company shall be audited at least once in every year.

2. Annual audit

3. The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine.

4. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The -

remuneration of any Auditor appointed by the Directors under this Bye law may be fixed by the Board. Subject to Bye-law 156(3), an Auditor appointed under this Bye-law shall hold office until the next following annual general meeting of the Company and shall then be -

subject to appointment by the Members under Bye law 156(1) at such remuneration to be determined by the Members under Bye-law 158. ~~If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors or the Company in general meeting shall fill his vacancy and fix the remuneration of the Auditor so appointed.~~

Remunerations of auditors to be determined by the members Appointment of auditor to fill a vacancy

1. The Auditor shall at all reasonable times have access to all books kept by the Company and Auditor to haveright of access to books and

to all accounts and vouchers relating thereto; and he may call on the Directors or officers of accounts the Company for any information in their possession relating to the books or affairs of the Company.

• Written report

• 1. The statement of income and expenditure and the balance sheet provided for by these Byeof auditor laws shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than Bermuda. If the auditing standards of a country or jurisdiction other than Bermuda are used, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

NOTICES

1. Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the ~~rules of the Designated Stock ExchangeL~~ isting Rules), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. 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 deemed a sufficient service on or delivery to all the joint holders.

Service of notices

1. Any Notice or other document:

2. When notice

3. (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed served deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

4. (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof, and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.

  • Notice may be given in English and Chinese

• Service of

• 1. (1) Any Notice or other document delivered or sent by post to or left at the registered notice to persons in the

• address of any Member in pursuance of these Bye-laws shall, notwithstanding that such event of death Member is then dead or bankrupt or that any other event has occurred, and whether or or bankruptcy not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

• (2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

• (3) 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 respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

1. For the purposes of these Bye-laws, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received.

Cable, telex, facsimile, electronic transmission message deemed a document or instrument in writing

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

WINDING UP

1. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

Board has

• power to petition to wind company up

• (2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

• Company may be wound up by special resolution

• If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as be deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part or the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

Dividend in specie on liquidation

INDEMNITY

1. (1) The Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

Indemnity

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

ALTERATION OF BYE-LAWS AND AMENDMENT TO MEMORANDUM OF ASSOCIATION AND NAME OF COMPANY

1. No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until the same has been approved by a resolution of the Directors and confirmed by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

Alteration of constitutional documents by special resolution

INFORMATION

1. No Member shall be entitled to require discovery of or any information in respect of any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

2. Shareholders not entitled to information

STOCK

1. The following provisions shall have effect at any time and from time to time that they are not prohibited or inconsistent with the Statutes:

2. Provisions as to stock

3. (1) The Company may by ordinary resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.

4. (2) 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, but the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (3) The holder of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings, and other matters, as if they held the shares from which the stock arose, but not such privilege or advantages (except participation in the dividends and profits of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.

• (4) Such of the provisions of these Bye-laws as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

– 76 –

NOTICE OF ANNUAL GENERAL MEETING

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

NOTICE IS HEREBY GIVEN that the annual general meeting of ISP Holdings Limited (the ‘‘Company’’) will be held at 3/F., Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 25 May 2023 at 10:30 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the directors’ report and the independent auditor’s report of the Company for the year ended 31 December 2022.

2. To re-elect the following retiring directors of the Company and authorise the board of directors of the Company to fix the directors’ remuneration:

3. (i) to re-elect Mr. Kingston Chu Chun Ho as an Executive Director;

4. (ii) to re-elect Mr. To Chun Wai as an Independent Non-executive Director; and

5. (iii) to authorise the board of directors of the Company to fix the directors’ remuneration for the year ending 31 December 2023.

6. To re-appoint BDO Limited as the auditor of the Company for the ensuing year and authorise the board of directors of the Company to fix its remuneration.

7. As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (1) ‘‘THAT:

• (a) subject to paragraph (b) of this resolution no. 4(1), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of shares allotted, issued or otherwise dealt with, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with, (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution no. 4(1), otherwise than pursuant to or in consequence of:

• (i) a Rights Issue (as hereinafter defined); or

• (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company; or

• (iii) the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to eligible participants of shares of the Company or rights to acquire shares of the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; or

• (v) a specific authority granted by the shareholders of the Company in general meeting,

shall not exceed twenty per cent (20%) of the total number of shares of the Company in issue at the date of the passing of this resolution no. 4(1), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 4(1), ‘‘Relevant Period’’ means the period from (and including) the date of the passing of this resolution no. 4(1) 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 by the Bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this resolution no. 4(1) by the passing of an ordinary resolution by the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

‘‘Rights Issue’’ means an offer of shares of the Company, or an offer of warrants, options or other securities which carry rights to subscribe for or purchase shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the registers of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases to such exclusions 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 jurisdiction or territory outside Hong Kong).’’

(2) ‘‘THAT:

• (a) subject to paragraph (b) of this resolution no. 4(2), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase or repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company in issue which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) of this resolution no. 4(2) shall not exceed ten per cent (10%) of the total number of shares of the Company in issue at the date of the passing of this resolution no. 4(2), and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution no. 4(2), ‘‘Relevant Period’’ means the period from (and including) the date of the passing of this resolution no. 4(2) 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 by the Bye-laws of the Company or any applicable laws of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this resolution no. 4(2) by the passing of an ordinary resolution by the shareholders of the Company in general meeting.’’

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NOTICE OF ANNUAL GENERAL MEETING

• (3) ‘‘THAT conditional upon the passing of resolutions nos. 4(1) and 4(2) set out in the notice of this meeting, the general mandate granted to the directors of the Company pursuant to resolution no. 4(1) set out in the notice of this meeting and for the time being in force to exercise the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights of subscription for or conversion into shares of the Company) be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company purchased or repurchased by the Company under the authority granted pursuant to resolution no. 4(2) set out in the notice of this meeting, provided that such extended amount shall not exceed ten per cent (10%) of the total number of shares of the Company in issue at the date of the passing of this resolution.’’

• As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT:

• (a) the proposed amendments (the ‘‘Proposed Amendments’’) to the existing bye-laws (the ‘‘existing Bye-laws’’) of the Company as set out in the Appendix III headed ‘‘PROPOSED AMENDMENTS TO THE BYE-LAWS’’ in the circular of the Company dated 25 April 2023 be and are hereby approved;

• (b) the amended and restated bye-laws of the Company which incorporate and consolidate the Proposed Amendments and a copy of which has been produced to the Meeting and marked ‘‘A’’ and initialled by the chairman of the Meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing Bye-laws; and

• (c) any director(s) of the Company be and is/are hereby authorised for and on behalf of the Company to, amongst other matters, do all such acts, deeds and things and execute all such documents and make all such arrangements that they shall, in their absolute discretion, deem necessary, desirable or expedient to implement and/or give effect to the Proposed Amendments to the existing Bye-laws.’’

By order of the board of directors of ISP Holdings Limited Eric Chan Kwong Leung Company Secretary

Hong Kong, 25 April 2023

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) Any member entitled to attend and vote at the annual general meeting shall be entitled to appoint a proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy needs not be a member of the Company.

• (ii) In the case of joint holders of any share, any one of such joint holders may vote, either in person or by proxy or in the case of a corporation by its duly authorised representative, in respect of such share at the annual general meeting as if he were solely entitled thereto, but if more than one of such joint holders be present in person or by proxy or in the case of a corporation by its duly authorised representative at the meeting, then one of the persons so present whose name stands first on the registers of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) To be valid, any 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 such power of attorney or other authority, shall be deposited at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting thereof. Completion and delivery of the proxy form will not preclude a member from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he so wish.

• (iv) The Register of Members of the Company will be closed from Monday, 22 May 2023 to Thursday, 25 May 2023 both days inclusive (Hong Kong time), for the purpose of ascertaining shareholders’ entitlement to attend and vote at the 2023 annual general meeting. In order to be entitled to attend and vote at the annual general meeting, all share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 19 May 2023 (Hong Kong time).

During the period mentioned in paragraph (iv) above, no transfers of shares will be registered.

• (v) With regard to the proposed resolutions under agenda item 2 of this notice of annual general meeting, the board of directors of the Company recommends that the retiring directors, namely, Mr. Kingston Chu Chun Ho and Mr. To Chun Wai be re-elected as directors of the Company.

• (vi) With regard to the proposed resolutions under agenda item 4 of this notice of annual general meeting, the directors of the Company wish to state that they have no immediate plans to issue any new shares or repurchase any shares of the Company pursuant to the general mandates referred thereunder.

• (vii) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, all resolutions to be proposed at the annual general meeting will be decided by way of a poll, subject to certain exceptions.

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