ISP Holdings Limited

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 you should take, 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 accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

(1) RENEWAL OF CONTINUING CONNECTED TRANSACTIONS; (2) PROPOSED ADOPTION OF THE NEW SHARE SCHEME; (3) PROPOSED AMENDMENTS TO THE BYE-LAWS; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Terms used in this circular (including this cover page) are defined in the section headed ‘‘Definitions’’ of this circular.

A notice convening the SGM to be held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 15 May 2026 at 10:30 a.m. is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use in connection with the SGM is enclosed with this circular. If you are not able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or its adjournment should you so wish. If you attend the SGM in person, the authority of your form of proxy will be revoked.

20 April 2026

CONTENTS

			Page
Definitions	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from	the	Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Letter from	Altus Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		25
Appendix I	—	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Summary of Principal Terms of the New Share Scheme . . . . . .	II-1
Appendix III —		Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

‘‘2023 ISP Works Master Agreement’’
the agreement entered into between Mrs. Chu and the Company on 13 December 2022 in connection with the provision of the ISP Works by the Group to Mrs. Chu and/ or her associates for the period from 1 January 2023 to 31 December 2025 (both days inclusive)
‘‘2026 ISP Works Master Agreement’’
the agreement entered into between Mrs. Chu and the Company on 13 January 2026 in connection with the provision of the ISP Works by the Group to Mrs. Chu and/ or her associates for the period from 16 February 2026 to 31 December 2028 (both days inclusive)
‘‘Adoption Date’’
the date on which the Share Option Scheme was approved and adopted by the Shareholders
‘‘associate(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Board’’ the board of Directors
‘‘Bye-laws’’
the bye-laws of the Company, as amended from time to time, and ‘‘Bye-law’’ means any bye-law thereof
‘‘Business Day’’
any day on which the Stock Exchange is open for the business of dealing in securities listed thereon
‘‘CCT Renewal Announcement’’
the announcement of the Company dated 13 January 2026 in relation to the Continuing Connected Transaction Agreement and the transactions contemplated thereunder
‘‘Company’’
ISP Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange (stock code: 02340.HK)
‘‘connected person(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Continuing Connected 2026 ISP Works Master Agreement Transaction Agreement’’
‘‘controlling shareholder(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘core connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company

– 1 –

DEFINITIONS

‘‘Eligible Participant(s)’’
‘‘Grant Date’’
‘‘Grantee’’
‘‘Group’’
‘‘HK$’’
‘‘Hong Kong’’
‘‘Independent Board Committee’’
‘‘Independent Financial Adviser’’ or ‘‘Altus Capital Limited’’
‘‘Independent Shareholders’’
eligible persons under the Share Option Scheme, who are the directors and employees of the Company or any of its subsidiaries (including persons who are granted Options under the Share Option Scheme as an inducement to enter into employment contracts with these companies). The Board has absolute discretion to determine whether to make an Offer to any Eligible Participant
in respect of an Option, the Business Day on which the Board resolves to make an Offer, or the grant of an Option to an Eligible Participant, whether or not the Offer is subject to Shareholders’ approval on the terms of the Share Option Scheme
any Eligible Participant who accepts an Offer in accordance with the terms of the Share Option Scheme, or (where the context so permits) a person entitled to any such Option as a consequence of the death of the original Grantee, or the Personal Representative of such person
the Company and its subsidiaries
Hong Kong dollar, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People’s Republic of China
the independent committee of the Board comprising all the independent non-executive Directors
Altus Capital Limited, a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the transactions contemplated under the 2026 ISP Works Master Agreement and the proposed annual caps

the Shareholders, other than Mrs. Chu and her associates, who have no material interest in the transactions contemplated under the 2026 ISP Works Master Agreement and are not required under the Listing Rules to abstain from voting at the SGM

– 2 –

DEFINITIONS

‘‘Independent Third Party(ies)’’ third party(ies) independent of and not connected with the Company or its connected persons
‘‘ISP Works’’
works relating to interiors and special projects including (i) alteration and addition works, and demolition works relating and incidental to such alteration and addition works; (ii) renovation and conservation works; (iii) fittingout works for commercial projects; (iv) commercial, residential, retail and institutional special buildings projects; (v) maintenance work; (vi) construction work; (vii) planning and design; (viii) project management and consultancy; (ix) curtain wall; and (x) sourcing services
‘‘Latest Practicable Date’’
14 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock Exchange
‘‘Mr. Chu’’
Mr. Kingston Chu Chun Ho, an Executive Director and the Chairman of the Board, and the son of Mrs. Chu
‘‘Mrs. Chu’’
Mrs. Chu Yuet Wah, the controlling shareholder of the Company and the mother of Mr. Chu
‘‘New Share Scheme’’ or ‘‘New Share Option Scheme’’
the share option scheme proposed to be approved and adopted by the Shareholders at the SGM, a summary of the principal terms of which is set out in Appendix II to this circular
‘‘Offer’’
the offer of the grant of an Option made in accordance with the Share Option Scheme
‘‘Option(s)’’
an option to subscribe for Shares pursuant to the Share Option Scheme and for the time being subsisting
‘‘Option Period’’
the period within which an Option may be exercised by the Grantee under the Share Option Scheme, as described in paragraph 12 of the Appendix II to this circular
‘‘Personal Representative’’
the person or persons who, in accordance with the laws of succession applicable in respect of the death of a Grantee (being an individual), is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised)

– 3 –

DEFINITIONS

‘‘PRC’’ or ‘‘China’’ the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

‘‘Remuneration Committee’’ the remuneration committee of the Company
‘‘Proposed Annual Caps’’ the proposed annual caps for the three years ending 31 December 2028 for the transactions contemplated under the Continuing Connected Transaction Agreement, details of which are set out under the section headed ‘‘The 2026 ISP Works Master Agreement’’, in part 2 of ‘‘Letter from the Board’’ of this circular
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Scheme Mandate Limit’’ has the meaning ascribed to it in paragraph 5 of the Appendix II to this circular
‘‘SFC’’ the Securities and Futures Commission
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
‘‘SGM’’ the special general meeting to be convened and held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 15 May 2026 at 10:30 a.m. to consider and, if thought fit, to approve the resolutions contained in the SGM Notice, or any adjournment thereof
‘‘SGM Notice’’ the notice convening the SGM as set out on pages SGM-1 to SGM-3 of this circular
‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Shares
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘subsidiary(ies)’’ has the meaning ascribed to it under the Listing Rules

– 4 –

DEFINITIONS

‘‘Treasury Share(s)’’ has the meaning ascribed to the term ‘‘treasury shares’’ under the Listing Rules as applied to the Shares, and for the purposes of the Share Option Scheme, new Shares include Treasury Shares and the issue of new Shares includes the transfer of Treasury Shares ‘‘Vesting Period’’ has the meaning ascribed to it in paragraph 8 of Appendix II to this circular ‘‘%’’ per cent

This circular has been printed in English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail over its Chinese text.

– 5 –

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 Directors:

Mr. Kingston Chu Chun Ho (Chairman) Ms. Leung Yuet Ngor

Non-executive Director: Mr. Lam Chun Kit

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

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

Principal place of business in Hong Kong:

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

20 April 2026

To the Shareholders

Dear Sir or Madam,

(1) RENEWAL OF CONTINUING CONNECTED TRANSACTIONS; (2) PROPOSED ADOPTION OF THE SHARE OPTION SCHEME; (3) PROPOSED AMENDMENTS TO THE BYE-LAWS; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcements of the Company dated 13 January 2026 and 15 April 2026, in relation to, among others, the transactions contemplated under the Continuing Connected Transaction Agreement and the Proposed Annual Caps and the proposed amendments to the Bye-laws.

(a) Due to the expiration of the 2023 ISP Works Master Agreement, the Board announced that on 13 January 2026 (after the trading hours), the Company and Mrs. Chu entered into the 2026 ISP Works Master Agreement to continue the provision of the ISP Works on a non-exclusive basis for the period commencing on 16 February 2026 and ending on 31 December 2028.

– 6 –

LETTER FROM THE BOARD

(b) The Company adopted a share option scheme on 17 June 2013, which had a term of 10 years and expired on 16 June 2023. As such, the Company has no subsisting share scheme which was valid and effective as at the Latest Practicable Date. As at the Latest Practicable Date, there was no granted but unvested share awards under the previous share option scheme and no further share option may be granted after its expiry on 16 June 2023. The Board proposes the adoption of the Share Option Scheme, which will be valid for a period of ten (10) years from the Adoption Date.
(c) The Board proposed that amendments be made to the existing Bye-laws to (i) align with the latest regulatory requirements in relation to the expanded paperless regime (including but not limited to enabling the Company to hold hybrid general meetings and providing electronic voting), the electronic dissemination of corporate communications by listed issuers and the new treasury shares regime under the Listing Rules; and (ii) make other consequential and housekeeping changes (collectively, the ‘‘Proposed Amendments’’). The Board proposed to adopt the new Bye-laws incorporating the Proposed Amendments in substitution for, and to the exclusion of, the existing Bye-laws (the ‘‘New Bye-laws’’).

The purpose of this circular is to give you the notice of the SGM and to provide Shareholders with, among other things, (i) further details of the transactions contemplated under the 2026 ISP Works Master Agreement and the proposed annual caps; (ii) a letter from the Independent Board Committee to the Independent Shareholders in respect of the transactions contemplated under the 2026 ISP Works Master Agreement and the proposed annual caps; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the transactions contemplated under the 2026 ISP Works Master Agreement and the proposed annual caps; (iv) details of the proposed Share Option Scheme; (v) the Proposed Amendments to the Bye-laws; and (vi) a notice convening the SGM.

2. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcement of the Company dated 13 December 2022 in connection with the continuing connected transactions under 2023 ISP Works Master Agreement entered into between Mrs. Chu and the Company. Such agreement expired on 31 December 2025.

Due to the expiration of the 2023 ISP Works Master Agreement, the Board announced that on 13 January 2026 (after the trading hours), the Company and Mrs. Chu entered into the 2026 ISP Works Master Agreement to continue the provision of the ISP Works on a nonexclusive basis for the period commencing on 16 February 2026 and ending on 31 December 2028.

– 7 –

LETTER FROM THE BOARD

The 2026 ISP Works Master Agreement

The principal terms of the 2026 ISP Works Master Agreement are as follows:

Date: 13 January 2026 (after trading hours)

Parties: (a) the Company; and (b) Mrs. Chu.

Term: Commencing on 16 February 2026 and ending on 31 December 2028 (both days inclusive).

Type of services: the provision of the ISP Works by the Group to Mrs. Chu and/ or her associates. The ISP Works refers to interiors and special projects and the full scope of works include (i) alteration and addition works, and demolition works relating and incidental to such alteration and addition works; (ii) renovation and conservation works; (iii) fitting out works for commercial projects; (iv) commercial, residential, retail and institutional special buildings projects; (v) maintenance work; (vi) construction work; (vii) planning and design; (viii) project management and consultancy; (ix) curtain wall; and (x) sourcing services.
Individual contract: for each engagement, Mrs. Chu and/or her associates will enter into an individual contract with the relevant member(s) of the Group which will set out the service fees and the terms and conditions in respect of the engagement subject to the terms of the 2026 ISP Works Master Agreement and such terms will be on normal commercial terms or better (as defined in the Listing Rules) where the service fee charged by the Group will be at rates no more favourable than those provided to the customers who are Independent Third Parties. However, each of Mrs. Chu and/or her associates and the Group reserves the right not to make or accept such appointment or engagement in respect of any transactions. The transactions contemplated under the 2026 ISP Works Master Agreement will be conducted in the ordinary and usual course of business of the Group and will comply with all applicable provisions of the Listing Rules.
Condition: the 2026 ISP Works Master Agreement is conditional on the Independent Shareholders having approved the terms of the 2026 ISP Works Master Agreement (including the proposed annual caps) at the SGM.

– 8 –

LETTER FROM THE BOARD

Historical data and the Proposed Annual Caps

The annual caps and historical transaction amounts under the 2023 ISP Works Master Agreement are set out below:

		Historical
		Transaction	Utilization
Financial Year	Annual Cap	Amount	Rate
	HK$	HK$
1/1/2023–31/12/2023	5,000,000	355,000	7.1%
1/1/2024–31/12/2024	5,000,000	4,924,875	98.5%
1/1/2025–31/12/2025	5,000,000	4,931,565	98.6%

During the financial years ended 2023, 2024 and 2025, the utilization rate of the historical annual caps were 7.1%, 98.5% and 98.6% respectively. The historical transaction amount for the financial year ended 2023 was particularly low as the business of the Group was still suffering from the post COVID-19 pandemic economic environment, which caused several projects to be postponed or suspended. The situation gradually recovered in the subsequent years.

The Proposed Annual Caps under the 2026 ISP Works Master Agreement

The Proposed Annual Caps of the continuing connected transactions under the 2026 ISP Works Master Agreement for the period from 16 February 2026 to 31 December 2026 and two financial years ending 31 December 2027 and 2028 respectively are as follows:

Financial year	Annual cap
	HK$
16/2/2026–31/12/2026	30,000,000
1/1/2027–31/12/2027	30,000,000
1/1/2028–31/12/2028	30,000,000

For the avoidance of doubt, no transaction amounts will be incurred by the parties pursuant to the 2026 ISP Works Master Agreement unless and until the transactions contemplated thereunder are approved by the ordinary resolution(s) of the Independent Shareholders at the SGM.

The Proposed Annual Caps are determined after considering, among others, the following factors:

(a) the historical fees charged to and paid by Mrs. Chu and/or her associates for the ISP Works；
(b) the expected fees to be paid by Mrs. Chu and/or her associates based on the current rates charged by the Group to Independent Third Parties for similar ISP Works; and

– 9 –

LETTER FROM THE BOARD

In particular, with reference to the Expected Demand, as at the Latest Practicable Date, the Group has submitted and/or has planned to submit tenders for 15 ISP Works projects (the ‘‘Potential Projects’’) in the total expected transaction amount of approximately HK$27.4 million for the financial year ending 2026. The list of Potential Projects were generated based on the information on the project list provided by Mrs. Chu and/or her associates. Out of the Potential Projects, the Company has submitted tenders for six of the Potential Projects with the total expected transaction amount of approximately HK$14.6 million, and the Company is preparing to submit tenders for the remaining nine of the Potential Projects, with the total expected transaction amount of HK$12.8 million. Regarding the tenders submitted for six of the Potential Projects, as at the Latest Practicable Date, three of the Potential Projects, with the total expected transaction amount of approximately HK$5.2 million, has been offered to the Group conditional upon the approval of the 2026 ISP Works Master Agreement by the Independent Shareholders at the SGM. As for the remaining three, with the total expected transaction amount of approximately HK$9.4 million, tender is still in process. The total expected transaction amounts of the Potential Projects are determined based on the Group’s latest conversations with the respective potential customers regarding the ISP Works required, in particular, the expected scopes of ISP Works and the potential customers’ latest budget.

Based on the communication with Mrs. Chu and/or her associates on the Expected Demand, and also considering the public information available on the official website of the Construction Industry Council indicating that the expenditure for RMAA (Repair, Maintenance, Alteration and Additional Works) works (i.e. similar to ISP Works in nature) to remain largely stable from 2026 to 2028, the Group believes that demand for ISP Works for 2027 and 2028 will be approximately on par with that of 2026. In consideration of the list of Potential Projects for 2026, and to accommodate the Expected Demand for the years 2027 and 2028, the Group proposed to maintain the Proposed Annual Caps for 2027 and 2028 at the same level as in 2026. Hence, even though the Proposed Annual Caps (HK$30,000,000 per year) represented a 6-fold increase from the historical annual caps for the years ended 2023–2025 (HK$5,000,000 per year), based on the Expected Demand, the Board considers that the Proposed Annual Caps are reasonable and justified.

In providing the ISP Works, the Group acts as the main contractor and would source for suitable sub-contractors in providing the required services to Mrs. Chu and/or her associates. In determining the fee for each engagement under the 2026 ISP Works Master Agreement, for each type of works provided, the Group will obtain 2 to 3 quotations from independent sub-contractors. While the Company targets to obtain at least 2–3 quotations from independent sub-contractors, actual responses may vary depending on market participation. If only one quotation is received after issuing invitations to multiple parties, the Company will document the procurement process, including invitation records and the rationale for accepting a single quotation. Based on the most favourable quotation obtained, the Group will add on a margin ranging from around 3% to 15%, representing

– 10 –

LETTER FROM THE BOARD

the labour and administrative costs estimated to be borne by the Group. In determining the value of the add-on margin, apart from client’s budget, the Group will take into account factors including but not limited to the nature of the ISP Works to be provided, the scale, complexity, technical requirements, quantity, specifications, expected completion time and the possible risk factors associated with the engagement.

In particular, (i) for fitting out works for commercial projects and special building projects, where the Group is required to coordinate different professional parties for building design, structural safety and building works, the margin would normally range from 13% to 15%; (ii) for fitting out and renovation works, which require higher standards of delicate works, depending on the client type and site location, the margin would normally range from 9% to 12%; (iii) for reinstatement works, which involve relatively small-scale and simpler works, and also depending on the client type and site location, the margin would normally range from 7% to 9%. In certain cases where there is a possibility of follow-up works project, or where the Group has already been engaged by the client for related works project or the client is a long-term client, or where the market competition is high, the margin would be adjusted downwards. In case the Group has provided services of similar nature to its customers (regardless of whether the services were provided to connected persons or Independent Third Parties) in the past, consideration will also be given to the historical profit margins in determining the add-on percentages. In any event, whether or not the Group has historical profit margins for reference, the Group will perform site inspection, formulate a tentative program and conduct quantitative cost analysis and risk assessment for each engagement, that is the same procedure applied to the projects of Independent Third Parties and connected persons, to ensure that the service fees charged for the ISP Works shall not be more favourable to those charged for works projects of Independent Third Parties.

Reasons for entering into the 2026 ISP Works Master Agreement

The principal businesses of the Group are the provision of the interiors and special projects business in Hong Kong, and property management and facility management services in China.

Mrs. Chu and her associates are principally engaged in (among others) the investment in, and development, operation and management of, property development in Hong Kong. In connection with the property development and management portfolio, Mrs. Chu and her associates will invite property management services providers and contractors to submit tenders or quotations of work orders for ISP Works from time to time.

The Group possesses the required qualifications and experience in ISP Works with good quality standards. Mrs. Chu and/or her associates require the relevant ISP Works for certain properties owned by them from time to time. The service fees to be received under the 2026 ISP Works Master Agreement will continue to be one of the sources of revenue for the Group that benefits the Group and the Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

The Directors (excluding Mr. Chu, the Director who is regarded as having a material interest in the transactions contemplated under the 2026 ISP Works Master Agreement and therefore has abstained from voting on the relevant board resolutions of the Company, and including the Independent Non-executive Directors, whose views have been contained in the letter from the Independent Board Committee as set out in this circular after considering the advice from the Independent Financial Adviser) consider that the terms of the 2026 ISP Works Master Agreement (including the Proposed Annual Caps) and the transactions contemplated thereunder are (a) in the ordinary and usual course of business of the Group; (b) on normal commercial terms or better where the terms will be no more favourable than terms available to Independent Third Parties; (c) fair and reasonable; and (d) in the interests of the Group and the Shareholders as a whole.

Internal control measures for the Continuing Connected Transactions

In addition to an annual review of the Group’s continuing connected transactions by external auditors and Independent Non-executive Directors under the Listing Rules, the Quality Assurance Department of the Group also performs internal review and control over the connected transactions and continuing connected transactions (the ‘‘CTs/ CCTs’’). In particular, the Quality Assurance Department executes the following work to ensure that the pricing of each CT/CCT is no more favourable than that provided to Independent Third Parties:

reviews the contracts of CTs/CCTs to be entered into between the Company and connected persons;
supervises the performance of review procedures prior to signing of the contracts considered to be CTs/CCTs as well as the proper performance of the transactions contemplated thereunder;
regularly, at frequency of no less than every six months, inspects specific terms of the Company’s transactions with connected persons and comparing them with the terms of the same type of transactions of the Company entered into with Independent Third Parties;
ensures that the pricing and other contract terms for the Group’s CTs/CCTs are on normal commercial terms. In particular, for each of the contracts under the 2026 ISP Works Master Agreement, before submission of tender, the budgeting and proposed margins of the works to be provided shall be reported to the commercial manager and be cross-checked and cross-approved by the managing director and the Quality Assurance Department of the Group to ensure that the pricing policy is followed in each of the contract, and that each contract shall be commercially viable for the Group and that the pricing and the contract terms are in line with those transactions entered into with Independent Third Parties; and
ensures that the CTs/CCTs have been conducted in accordance with the terms of the governing contracts and in compliance with the laws and regulations.

– 12 –

LETTER FROM THE BOARD

In the event that the aggregated amounts of the CCTs incurred and to be incurred for a financial year are expected to reach the annual caps, when reaching the 90% threshold of the annual caps, the Finance Department and the compliance team of the Group will notify and follow up with the management of the Company. If situation arises where an amendment to the annual caps is required, the management shall report and propose the new annual caps to the Board to ensure compliance with the requirements under the Listing Rules.

Listing Rules Implications

As at the Latest Practicable Date, Mrs. Chu is a controlling shareholder of the Company, and hence a connected person of the Company under the Listing Rules. The transactions contemplated under the 2026 ISP Works Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (other than the profits ratio) under Rule 14.07 of the Listing Rules in relation to the annual caps of the transactions contemplated under the 2026 ISP Works Master Agreement are more than 5%, the transactions contemplated under the 2026 ISP Works Master Agreement are subject to the announcement, reporting, annual review, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The transactions contemplated under the 2026 ISP Works Master Agreement are of a revenue nature in the ordinary and usual course of business of the Group and do not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

Pursuant to Rule 14A.36 of the Listing Rules, any Shareholder with a material interest in the transactions and its associates will abstain from voting at the SGM to be held by the Company for considering and approving the transactions contemplated under the 2026 ISP Works Master Agreement and the Proposed Annual Caps thereunder.

Therefore, Mrs. Chu shall abstain from voting on the resolutions for approving the 2026 ISP Works Master Agreement and the Proposed Annual Caps thereunder at the SGM. As at the Latest Practicable Date, Mrs. Chu, entitled to exercise control over the voting rights in respect of 338,277,949 Shares, representing approximately 44.24% of the total issued Shares of the Company, shall abstain from voting on the resolutions for approving the 2026 ISP Works Master Agreement and the Proposed Annual Caps thereunder at the SGM.

Save for the aforementioned and to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no other Shareholder has a material interest in the transactions contemplated under the 2026 ISP Works Master Agreement and will be required to abstain from voting on the relevant resolution(s) at the SGM.

– 13 –

LETTER FROM THE BOARD

Independent Board Committee and Independent Financial Adviser

The Independent Board Committee, consisting of Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai, all being independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the transactions contemplated under the 2026 ISP Works Master Agreement and the proposed annual caps. Altus Capital Limited, being the Independent Financial Adviser, has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

General

As Mr. Chu, who is an Executive Director and the Chairman of the Board, is the son of Mrs. Chu, he is considered to be interested in the 2026 ISP Works Master Agreement. He has abstained from voting on the relevant resolutions passed by the Board to approve the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps. Save as disclosed above, none of the Directors has material interest in, or is required to abstain from voting on resolutions of the Board in relation to the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps under the 2026 ISP Works Master Agreement.

3. PROPOSED ADOPTION OF THE SHARE OPTION SCHEME

Rationale for adoption of the New Share Option Scheme

The Company adopted a share option scheme on 17 June 2013, which had a term of 10 years and had expired on 16 June 2023.

As such, the Company has no subsisting share scheme which was valid and effective as at the Latest Practicable Date. As at the Latest Practicable Date, there was no granted but unvested share awards under the previous share option scheme and no further share option may be granted after its expiry on 16 June 2023. The Board proposes the adoption of the Share Option Scheme, which will be valid for a period of ten (10) years from the Adoption Date.

The purposes of the Share Option Scheme are to reward Eligible Participants who have contributed to the Group and to encourage Eligible Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole. By granting Options to the Eligible Participants, it recognizes the contribution or future contribution of Eligible Participants to the Group and helps the Group to foster long-term relationships with the Eligible Participants by aligning their interests with those of the Group and Shareholders through them owning a proprietary interest in the Company and becoming future Shareholders, thereby helping the Group to attract, recruit, retain and motivate high-calibre Eligible Participants that are in line with its performance goals and business needs, which maintains or enhances the competitiveness of the Group.

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LETTER FROM THE BOARD

The Company is allowed to use Treasury Shares for the Share Option Scheme to the extent permitted by the Listing Rules, all applicable laws and regulations and the ByeLaws of the Company. As at the Latest Practicable Date, the Company had no Treasury Shares and had no intention to use Treasury Shares for the Share Option Scheme, if applicable.

The Share Option Scheme does not have a trustee and hence none of the Directors is and will be a trustee of the Share Option Scheme.

As at the Latest Practicable Date, the Company does not have any plan or intention to grant any Options under the Share Option Scheme.

Scope of Eligible Participants

The Eligible Participants of the Share Option Scheme are the directors and employees of the Company or any of its Subsidiaries (including persons who are granted Options under the Share Option Scheme as an inducement to enter into employment contracts with these companies).

When assessing the eligibility of an Eligible Participant, the Board will consider factors as it shall consider relevant, including but not limited to, (i) their job positions, responsibilities, duties, work performance and importance of their roles; (ii) their educational and professional qualifications, and knowledge of the industry; (iii) their length of engagement or employment with the Group; (iv) their time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; (v) their contribution made or expected to be made to the existing and future business of the Group, and to the growth and development of the Group; (vi) the prevailing market conditions; (vii) local market practice and industry standards and benefits; and (viii) whether granting of an Option is an appropriate incentive, and how an Option (taken together with any performance targets and/or vesting terms) can serve the purpose of the Share Option Scheme with respect to both the proposed Grantee and the long-term growth of the Group. The Board may also utilize the internal assessment system of the Company to assess the Eligible Participant against the criteria(s) set out above and form a view as to whether the relevant criteria(s) have been satisfied.

The Directors (including the independent non-executive Directors) are of the view that, based on the nature of the Group’s business, the inclusion of directors and employees of the Company or any of its subsidiaries as Eligible Participants is in line with the purposes of the Share Option Scheme, and is fair and reasonable and in the long-term interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Scheme Mandate Limit

Pursuant to the Scheme Mandate Limit, the total number of Shares which may be issued in respect of all options and awards to be granted under the Share Option Scheme and any other schemes of the Company shall not, in aggregate exceed 10% of the total number of Shares in issue (excluding Treasury Shares) as at the Adoption Date or the relevant date of approval of the refreshment of the Scheme Mandate Limit. Options or awards lapsed in accordance with the terms of the Share Option Scheme and (as the case may be) such other schemes of the Company will not be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.

As at the Latest Practicable Date, there were 764,723,000 Shares in issue (excluding Treasury Shares). Assuming that no further Shares will be allotted, issued, repurchased or cancelled prior to the SGM and after the resolutions regarding the proposed adoption of the Share Option Scheme are passed at the SGM, the Scheme Mandate Limit will be 76,472,300 Shares, representing approximately 10% of the issued Shares as at the Latest Practicable Date (excluding Treasury Shares). For the avoidance of doubt, there were no Treasury Shares as at the Latest Practicable Date.

The Company will make relevant disclosures by way of announcement(s) in compliance with Chapter 17 of the Listing Rules when granting the Options to the Eligible Participants.

Vesting Period

The vesting period for the Options shall not be less than 12 months, save for the specific circumstances prescribed below.

To ensure the practicability in fully attaining the purpose of the Share Option Scheme, the Board and the Remuneration Committee are of the view that (i) there are certain instances where a strict twelve (12)-month vesting requirement would not work or would not be fair to the holders of the Options, which are set out in paragraph 8 of Appendix II to this circular; (ii) there is a need for the Company to retain flexibility in certain cases to provide a competitive remuneration package to attract, recruit and retain individuals to provide services to the Group, to provide for succession planning and the effective transition of employee responsibilities and to reward exceptional performers with accelerated vesting or in exceptional circumstances where justified; and (iii) the Company should be allowed discretion to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition, and thus should have flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances.

Hence, the Board and the Remuneration Committee are of the view that the shorter Vesting Period prescribed in paragraph 8 of Appendix II to this circular is in line with the market practice and is appropriate and aligns with the purpose of the Share Option Scheme.

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LETTER FROM THE BOARD

Basis of Determining the Subscription Price of Options

Grantees to whom Options shall be granted, are entitled to subscribe for the number of Shares at the Subscription Price as determined on the Grant Date. The basis for determining the Subscription Price is also specified in the rules of the Share Option Scheme and is summarized under paragraph 4 of Appendix II to this circular. The basis of determination of the Subscription Price is in line with Rule 17.03E of the Listing Rules and the purpose of the Share Option Scheme to the extent that the Grantees are expected to make effort to contribute to the development of the Group so as to bring about an increased market price of the Shares in order to capitalise on the benefits of the Options granted. The Board considers that such basis will serve to preserve the value of the Company and encourage Eligible Participants to acquire proprietary interests in the Company.

Performance Targets and Clawback Mechanism

Subject to the Share Option Scheme and the Listing Rules, the Board may at its absolute discretion when making the offer for the grant of an Option impose any conditions, restrictions or limitations in relation thereto including the Vesting Period and/ or the achievement of any performance targets by the Company and/or the Grantee before the Option shall vest, provided that such terms or conditions shall not be inconsistent with any other terms or conditions of the Share Option Scheme. Save as determined by the Board on a case-by-case basis and provided in the offer letter of the grant of the relevant Option at the discretion of the Board, there is no performance target which must be achieved before an Option can be exercised. Save for the clawback mechanism described in paragraph 9 in Appendix II to this circular, the Share Option Scheme does not prescribe any other clawback mechanism.

There are provisions in the Share Option Scheme which provides for circumstances under which the Options shall lapse automatically in the event that the Grantees cease to be the Eligible Participants, or commit a breach of the Share Option Scheme. As the circumstances for each grant may vary, it may not always be appropriate to impose a generic set of performance targets or clawback mechanism. The Options may or may not contain any performance targets or clawback mechanism. The Board considers that it is more beneficial for the Company to have flexibility to determine whether and to what extent any performance targets or clawback mechanism will be attached to each grant in light of the specific circumstances of each Eligible Participant. The Board and the Remuneration Committee will consider all relevant circumstances including the purpose of the grant and the category of the Eligible Participants in determining whether any performance target or clawback mechanism should be imposed. By allowing the Company to impose such performance targets and/or clawback mechanism on a case by case basis, the Directors (including the independent non-executive Directors) consider the Company will be in a better position to attract, recruit and retain such Eligible Participants to serve the Company and to provide incentives to such Eligible Participants in achieving the goals of the Group, which align with the purpose of the Share Option Scheme.

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LETTER FROM THE BOARD

If any performance targets are imposed in the relevant offer letter of the grant of the Options, the Board will have regard to the purpose of the Share Option Scheme in assessing such performance targets, with reference to factors including but not limited to, as and when appropriate, (i) key performance indicators specific to the Eligible Participant, which may vary based on the individual’s department and position (e.g. overall performance for the tenders department which shall be determined with reference to the budget-to-contract sum ratio and the total number of successful tenders, efficiency and teamwork synergy for the operational department); (ii) the individual’s operational efficiency, punctuality, integrity, honesty or compliance with internal business procedures; and (iii) key performance indicators in respect of the Group as a whole, which may include sales performance (e.g. revenue), operating performance (e.g. profits, operation efficiency), financial performance (e.g. profits, cash flow, earnings, market capitalization, return on equity), corporate sustainability parameter (e.g. timeliness and accuracy in handling customer feedback, team work capabilities, adherence to corporate culture), and such other goals as the Board may determine from time to time.

In the case of Eligible Participants other than Directors, the achievement of his/her target would be assessed by his/her manager through the annual performance review process and his/her final rating will be subject to the performance results and approval by the relevant department head. In the case of Eligible Participants who are Directors, his/ her final rating will be subject to assessment and approval by the Remuneration Committee (provided that if the proposed Grantee(s) in question is/are (a) member(s) of the Remuneration Committee, such member(s) shall abstain from considering any matters in relation to the assessment of achievement of performance targets with respect to himself/herself). Due to the business nature of the Group, it would not be practicable, or possible, to delineate a precise list of performance targets that would apply to all Eligible Participants. The parameters whereby each Eligible Participant is or may be measured will be determined on a case-by-case basis and will be highly dependent on their roles and duties within the Group. The targets may also vary from year to year as the business of the Group is evolving and may be impacted by ever-changing market conditions, and the Board should be afforded the flexibility to determine appropriate targets when the Options are granted.

Other than the circumstances under which the Options shall lapse automatically as set out in the Share Option Scheme, if any clawback mechanism is imposed, the Board will take into account individual circumstances when devising such mechanism such as the role of the Grantee, the purpose of the grant (for example whether as recognition of past contribution or as incentive to motivate such Grantee to contribute to the Group in the future on an ongoing basis), whether it would be particularly burdensome and complicated to implement the clawback mechanism, whether there are any tax implications etc.

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LETTER FROM THE BOARD

The Board (including the independent non-executive Directors) is of the view that the performance target and clawback mechanism allow more flexibility for the Board in setting the terms and conditions of the Options under particular circumstances of each grant. By facilitating the Board’s aim to offer meaningful incentives to attract, recruit and retain quality talents that are valuable to the development of the Group, the performance target and clawback mechanism are considered to be beneficial to the Group and the Shareholders as a whole.

Conditions Precedent of the Share Option Scheme

The adoption of the Share Option Scheme is conditional upon:

(a) the passing of the resolution(s) as set out in the notice of the SGM in relation to the Share Option Scheme by the Shareholders at the SGM; and
(b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, any Shares on the Stock Exchange which may be issued in respect of all Options to be granted in accordance with the terms and conditions of the Share Option Scheme.

General

A summary of the principal rules of the Share Option Scheme is set out in Appendix II to this circular. A copy of the rules of the Share Option Scheme will be made available for inspection at the SGM and will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.isp-hk.com.hk for not less than fourteen (14) days before the date of the SGM. Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued in respect of all Options to be granted under the Share Option Scheme.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions in relation to the adoption of the Share Option Scheme to be proposed at SGM.

4. PROPOSED AMENDMENTS TO THE NEW BYE-LAWS

The Board proposed to adopt the New Bye-laws incorporating the Proposed Amendments in substitution for, and to the exclusion of, the existing Bye-laws.

Details of the Proposed Amendments are shown in the full text of the New Bye-laws (marked up against the existing Bye-laws) set out in Appendix III to this circular. The Chinese translation of the New Bye-laws is for reference only. In case of any discrepancy between the English version and its Chinese translation, the English version shall prevail.

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LETTER FROM THE BOARD

The Proposed Amendments and the proposed adoption of the New Bye-laws are subject to the approval of the Shareholders by way of a special resolution at the SGM. The New Byelaws will take effect on the date on which the adoption of the New Bye-laws is approved by the Shareholders at the SGM. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions in relation to the Proposed Amendment and the proposed adoption of the New Byelaws to be proposed at SGM.

The Company has received a confirmation from its legal adviser to Hong Kong laws confirming that the Proposed Amendments conform with the requirements of the Listing Rules.

The Company has also received a confirmation from its legal adviser to Bermuda laws confirming that the Proposed Amendments do not violate the applicable laws of Bermuda.

5. SPECIAL GENERAL MEETING

The SGM will be convened and held at 3/F, Hay Nien Building, No. 1 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 15 May 2026 at 10:30 a.m. at which resolutions will be proposed (i) for the Independent Shareholders to consider and, if thought fit, pass the ordinary resolution approving the transactions contemplated under the 2026 ISP Works Master Agreement and the Proposed Annual Caps; (ii) for the Shareholders to consider and, if thought fit, pass the ordinary resolution approving the adoption of the New Share Scheme; and (iii) for the Shareholders to consider and, if thought fit, pass the special resolution approving the Proposed Amendments and the adoption of the New Bye-laws.

The notice of the SGM is set out on pages SGM-1 to SGM-3 of this circular.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.isp-hk.com.hk).

Whether or not you intend to be present and vote at the SGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting. The completion and return of a form of proxy will not preclude you from attending and voting in person at the SGM or its adjournment (as the case may be) should you so wish. If you attend and vote at the SGM in person, the authority of your proxy will be revoked.

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LETTER FROM THE BOARD

6. CLOSURE OF THE REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 12 May 2026 to Friday, 15 May 2026, both days inclusive, during which period no share transfers can be registered. Members whose names appear on the register of members of the Company on Friday, 15 May 2026 shall be entitled to attend and vote at the SGM. In order to be eligible to attend and vote at the SGM, unregistered holders of Shares should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited located at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 11 May 2026.

7. RECOMMENDATIONS

Renewal of Continuing Connected Transaction

Your attention is drawn to the letter from the Independent Board Committee set out on pages 23 to 24 of this circular which contains its recommendation to the Independent Shareholders as to voting at the SGM regarding the proposed renewal of Continuing Connected Transaction and proposed annual caps. The Independent Board Committee comprises all the independent non-executive Directors, namely Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai, who have not been involved or interested in, directly or indirectly, the Continuing Connected Transaction Agreement and the adoption of the Proposed Annual Caps.

Your attention is also drawn to the letter from Altus Capital Limited set out on pages 25 to 35 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders regarding the Continuing Connected Transaction Agreement and the adoption of the Proposed Annual Caps, and the principal factors and reasons taken into consideration in arriving at its advice. The Directors (including the members of the Independent Board Committee whose opinions have been set forth in the ‘‘Letter from the Independent Board Committee’’ of this circular after having been advised by Altus Capital Limited in this regard) consider that: (i) the transactions contemplated under the Continuing Connected Transaction Agreement are conducted on normal commercial terms which are no less favourable to the Group than those available from Independent Third Parties, are entered into in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (ii) the Proposed Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the members of the Independent Board Committee whose opinions have been set forth in the ‘‘Letter from the Independent Board Committee’’ of this circular after having been advised by Altus Capital Limited in this regard) recommend the Independent Shareholders to vote in favour of the resolution no. 1 to be proposed at the SGM and as set out in the SGM Notice to approve the adoption of the proposed annual caps. You are advised to read the letter from the Independent Board Committee and the letter from Altus Capital Limited mentioned above before deciding how to vote on the resolution no. 1 to be proposed at the SGM and as set out in the SGM Notice.

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LETTER FROM THE BOARD

Adoption of the New Share Scheme

The Directors consider that the proposed adoption of the New Share Scheme referred to in this circular is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution no. 2 to be proposed at the SGM and as set out in the SGM Notice.

Amendments to the Bye-laws

The Directors consider that the Proposed Amendments and the adoption of the New Bye-laws are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Special General Meeting.

8. GENERAL

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

Yours faithfully, On behalf of the Board ISP Holdings Limited Kingston Chu Chun Ho Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the full text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Continuing Connected Transaction Agreement and the Proposed Annual Caps:

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

20 April 2026

To the Independent Shareholders

Dear Sir or Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

We refer to the circular dated 20 April 2026 (the ‘‘Circular’’) issued by the Company to its Shareholders, of which this letter forms a part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider and to advise the Independent Shareholders on the transactions contemplated under the Continuing Connected Transaction Agreement and the Proposed Annual Caps.

Altus Capital Limited has been appointed as the independent financial adviser to provide advice and recommendations to the Independent Board Committee and the Independent Shareholders in this regard. Details of the independent advice of the Independent Financial Adviser, together with the principal factors and reasons the Independent Financial Adviser has taken into consideration, are set out on pages 25 to 35 of the Circular.

We wish to draw your attention to the Letter from the Board and the Letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders which contains its advice to us in respect of the transactions contemplated under the Continuing Connected Transaction Agreement and the Proposed Annual Caps. Your attention is also drawn to the additional information set out in the appendices to the Circular.

Having considered the advice and recommendation of the Independent Financial Adviser, we are of the view that: (i) the terms of the Continuing Connected Transaction Agreement are fair and reasonable and on normal commercial terms, and the Continuing Connected Transaction Agreement are in the interests of the Company and the Shareholders as a whole and the transactions contemplated thereunder are in the ordinary and usual course of business

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

of the Group; and (ii) the Proposed Annual Caps are fair and reasonable, insofar as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve (i) the Continuing Connected Transaction Agreement and (ii) the Proposed Annual Caps.

Yours faithfully, The Independent Board Committee of ISP Holdings Limited

Mr. Lau Man Tak Mr. Eric Lee Hon Man Mr. To Chun Wai Independent non-executive Independent non-executive Independent non-executive Director Director Director

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20 April 2026

LETTER FROM ALTUS CAPITAL LIMITED

The following is the text of a letter of advice from Altus Capital Limited to the Independent Board Committee and the Independent Shareholders in respect of the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps, which has been prepared for the purpose of incorporation in the Circular.

Altus Capital Limited 21 Wing Wo Street Central, Hong Kong

To the Independent Board Committee and the Independent Shareholders

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

Dear Sir and Madam,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps. The details are set out in the ‘‘Letter from the Board’’ contained in the circular of the Company dated 20 April 2026 (the ‘‘Circular’’), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless otherwise defined herein or required by the context.

Reference is made to the announcement of the Company dated 13 December 2022, in relation to, among other things, the 2023 ISP Works Master Agreement for the provision of ISP Works for a term of three years commenced from 1 January 2023 to 31 December 2025.

On 13 January 2026 (after the trading hours), the Company and Mrs. Chu entered into the 2026 ISP Works Master Agreement in order to renew the 2023 ISP Works Master Agreement, which had expired on 31 December 2025.

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LETTER FROM ALTUS CAPITAL LIMITED

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Mrs. Chu is the controlling shareholder of the Company, and hence a connected person of the Company under the Listing Rules. The transactions contemplated under the 2026 ISP Works Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Lau Man Tak, Mr. Eric Lee Hon Man and Mr. To Chun Wai, has been formed to advise the Independent Shareholders as to (i) whether the terms of the 2026 ISP Works Master Agreement are fair and reasonable; (ii) whether the 2026 ISP Works Master Agreement and the transactions contemplated thereunder are conducted on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (iii) whether the Proposed Annual Caps are fair and reasonable; and (iv) how the Independent Shareholders should vote in respect of the resolution to be proposed at the SGM after taking into account the recommendation from the Independent Financial Adviser.

THE INDEPENDENT FINANCIAL ADVISER

As the Independent Financial Adviser, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to (i) whether the terms of the 2026 ISP Works Master Agreement are fair and reasonable; (ii) whether the 2026 ISP Works Master Agreement and the transactions contemplated thereunder are conducted on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (iii) whether the Proposed Annual Caps are fair and reasonable; and (iv) how the Independent Shareholders should vote in respect of the resolution to be proposed at the SGM.

We have not acted as the independent financial adviser or financial adviser in relation to any transaction of the Company in the last two years prior to the date of the Circular. Pursuant to Rule 13.84 of the Listing Rules, and given that the remuneration for our engagement to opine on the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps is at market level and not conditional upon successful passing of the resolution to be proposed at the SGM, and that our engagement is on normal commercial terms, we are independent of the Company, Mrs. Chu and/or her associates.

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LETTER FROM ALTUS CAPITAL LIMITED

BASIS OF OUR ADVICE

In formulating our opinion, we have reviewed, among other things, (i) the 2023 ISP Works Master Agreement; (ii) the 2026 ISP Works Master Agreement; and (iii) other information as set out in the Circular.

We have also relied on the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us by the Company, the Directors and the management of the Company (the ‘‘Management’’). We have assumed that all the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us were true, accurate, and complete at the time they were made and will continue to be so up to the date of the SGM. The Directors collectively and individually accept full responsibility, including particulars given in compliance with the Listing Rules for the purpose of giving information with regards to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement in the Circular misleading.

We have no reason to believe that any statements, information, opinions or representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the statements, information, opinions or representations provided to us untrue, inaccurate or misleading.

We consider that we have been provided with, and have reviewed, sufficient information to reach an informed view and provide a reasonable basis for our opinion. We have not, however, conducted any independent investigation into the business, financial conditions and affairs or future prospects of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

Information of the Group, Mrs. Chu and her associates

1.1. The Group

The principal businesses of the Group are the provision of the interiors and special projects business in Hong Kong, and property management and facility management services in China.

1.2. Mrs. Chu and her associates

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LETTER FROM ALTUS CAPITAL LIMITED

2. The 2026 ISP Works Master Agreement

2.1. Reasons for and benefits of entering into the 2026 ISP Works Master Agreement

Taking into account the principal activities of the Group as described in the paragraph headed ‘‘1. Information of the Group, Mrs. Chu and her associates’’ above, we are of the view that it is in the ordinary and usual course of the business of the Group to provide ISP Works to Mrs. Chu and/or her associates. In particular, we note that the provision of ISP Works accounted for over 90% of the Group’s revenue in 2024 and 2025, based on the Company’s annual report for the year ended 31 December 2024 and the annual results announcement for the year ended 31 December 2025 respectively.

As the term of the 2023 ISP Works Master Agreement had expired on 31 December 2025, the 2026 ISP Works Master Agreement represents a continuation of the existing arrangement in respect of the provision of ISP Works under the Group’s ordinary and usual course of business.

Given the established business relationship and proven track record in business transactions between the Group and Mrs. Chu and/or her associates, we note from the Management that the provision of ISP Works to the aforementioned parties have brought a stable revenue stream to the Group. Therefore, in view of the benefits that can be brought to the Group as elaborated above, the continuity of the business relationships with the aforementioned parties is beneficial to the long-term development of the Group.

Overall, the Management believes and we concur that the transactions contemplated under the 2026 ISP Works Master Agreement will continue to be conducted in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole.

2.2. Principal terms of the 2026 ISP Works Master Agreement

The principal terms of the 2026 ISP Works Master Agreement are summarised below. For details, please refer to the paragraph headed ‘‘The 2026 ISP Works Master Agreement’’ in the ‘‘Letter from the Board’’ of the Circular.

Term: Commencing on 16 February 2026 and ending on 31 December 2028 (both days inclusive)

Type of services: The provision of the ISP Work by the Group to Mrs. Chu and/or her associates

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LETTER FROM ALTUS CAPITAL LIMITED

Individual contract/ For each engagement, Mrs. Chu and/or her associates pricing terms: will enter into an individual contract with the relevant member(s) of the Group which will set out the service fees and the terms and conditions in respect of the engagement subject to the terms of the 2026 ISP Works Master Agreement and such terms will be on normal commercial terms or better (as defined in the Listing Rules) where the service fee charged by the Group will be at rates no more favourable than those provided to the customers who are Independent Third Parties.

Our work done and views

We have compared the terms of the 2023 ISP Works Master Agreement and the 2026 ISP Works Master Agreement. We note that the principal terms of the 2026 ISP Works Master Agreement are the same as those under the 2023 ISP Works Master Agreement.

We understand that the Group has established internal control measures, as described in the paragraph headed ‘‘3. Internal control measures’’ below, to ensure that the provision of ISP Works to Mrs. Chu and/or her associates is conducted on terms no more favourable than those provided to the customers who are Independent Third Parties. In this regard, we have obtained the full list of transactions entered into between the Group and Mrs. Chu and/or her associates under the 2023 ISP Works Master Agreement during (i) the year ended 31 December 2023; (ii) the year ended 31 December 2024; and (iii) the year ended 31 December 2025 respectively. We have considered the purpose of sampling is to ascertain whether the pricing policy has been consistently implemented and selected a total of 12 samples of transactions contemplated under the 2023 ISP Works Master Agreement for review (the ‘‘Transaction Samples’’). The Transaction Samples are selected based on (i) the only two transactions for the year ended 31 December 2023; and (ii) top five transactions (in terms of transaction amount) for each of (a) the year ended 31 December 2024; and (b) the year ended 31 December 2025 respectively. The Transaction Samples accounted for 100%, approximately 73.5% and 89.2% of the total transaction amounts under the 2023 ISP Works Master Agreement for the years ended 31 December 2023, 2024 and 2025 respectively.

For each of the selected Transaction Samples, we have obtained the underlying individual contract, the tender summary sheet and the relevant quotations from independent sub-contractors for review, which set out, among other things, the total costs and margin charged (which then form the price) as well as the payment terms. These 12 Transaction Samples are related to renovation and conservation works, and fitting-out works for commercial projects. We noted that the ISP Works provided by the Group to Mrs. Chu and/or her associates under the 2023 ISP Works Master Agreement are mainly related to renovation and conservation works, and fitting-out works for commercial projects. In addition, we have, on a random basis, obtained and reviewed the underlying individual contracts/quotations, the tender summary

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LETTER FROM ALTUS CAPITAL LIMITED

sheets and the relevant quotations from independent sub-contractors for six ISP Works projects entered into between the Group and Independent Third Party customers (or submitted by the Group to Independent Third Party customers) during the period of the 2023 ISP Works Master Agreement (i.e. two ISP Works projects per year), which similarly covers ISP Works related to renovation and conservation works, and fitting-out works for commercial projects. We have compared the pricing terms and payment terms of the Transaction Samples with the pricing terms and payment terms of similar ISP Works (i.e. ISP Works related to renovation and conservation works, and fitting-out works for commercial projects) provided by the Group to Independent Third Party customers corresponding to each of the Transaction Samples provided by the Company and noted that the pricing terms and payment terms offered to Mrs. Chu and/or her associates were no more favourable than those provided to the customers who are Independent Third Parties, in particular, (i) regarding pricing terms, we noted that (a) the margins charged by the Group to Mrs. Chu and/or her associates are within the range of, or higher than, the margins charged by the Group to Independent Third Party customers; and (b) the Group has consistently obtained two to three quotations from independent subcontractors and will add on a margin ranging from around 3% to 15% based on the most favourable quotation obtained when determining the fee for the relevant ISP Works; and (ii) regarding payment terms, we noted that the ISP Works conducted between the Group and Mrs. Chu and/or her associates, as well as those with Independent Third Party customers, are similarly subject to milestone payments corresponding to the progress of the works.

Based on our review of the Transaction Samples as discussed above, we note that the pricing terms of the actual ISP Works conducted between the Group and Mrs. Chu and/or her associates are in compliance with the terms stipulated under the 2023 ISP Works Master Agreement (as well as the 2026 ISP Works Master Agreement), which stated that the service fee charged by the Group would be at rates no more favourable than those provided to the customers who are Independent Third Parties. Considering the results of our review of the Transaction Samples as well as the fact that the Transaction Samples obtained and reviewed cover the period of the 2023 ISP Works Master Agreement, we believe that the sample size is sufficient to illustrate that the Group’s internal control measures have been adhered to and comply with the aforementioned pricing policy for the provision of ISP Works to Mrs. Chu and/or her associates. As the Group’s existing internal control measures will continue to govern the transactions contemplated under the 2026 ISP Works Master Agreement, we also believe that there are existing measures in place to ensure that the transactions contemplated under the 2026 ISP Works Master Agreement will be continuously carried out on normal commercial terms and with reference to the aforementioned pricing policy and accordingly, will be fair and reasonable.

Taking into account the above, we are of the view that the terms of the 2026 ISP Works Master Agreement are on normal commercial terms and are fair and reasonable.

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LETTER FROM ALTUS CAPITAL LIMITED

2.3. Proposed Annual Caps

To assess the fairness and reasonableness of the Proposed Annual Caps, we have considered the following.

2.3.1. Historical annual caps and transaction amounts

The following table summarises (i) the historical transaction amounts; and (ii) the corresponding historical annual caps, under the 2023 ISP Works Master Agreement for the years ended 31 December 2023, 2024 and 2025 respectively.

		For the year	ended 31	December
		2023	2024	2025
		(HK$)	(HK$)	(HK$)
Historical	transaction amount	355,000	4,924,875	4,931,565
Historical	annual cap	5,000,000	5,000,000	5,000,000
Utilisation	rate	7.1%	98.5%	98.6%

As shown in the table above, while the utilisation rate of the historical annual cap was relatively low at approximately 7.1% in 2023, the Group had nearly fully utilised the historical annual caps in 2024 and 2025, reaching utilisation rates of approximately 98.5% and 98.6% respectively.

In terms of actual transaction amount, the Group’s provision of ISP Works to Mrs. Chu and/or her associates under the 2023 ISP Works Master Agreement was approximately HK$0.4 million in 2023. This increased significantly to approximately HK$4.9 million and HK$4.9 million in 2024 and 2025 respectively. We understand from the Management that the particularly low transaction amount recorded in 2023 was primarily due to the post COVID-19 pandemic economic environment, which caused several projects to be postponed or suspended. This situation gradually normalised in the subsequent years.

Overall, we note that the Group had nearly fully utilised the historical annual caps under the 2023 ISP Works Master Agreement, except for 2023, which was adversely impacted by the post COVID-19 pandemic economic environment.

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LETTER FROM ALTUS CAPITAL LIMITED

2.3.2. Proposed Annual Caps

The following table sets out the Proposed Annual Caps of the continuing connected transactions under the 2026 ISP Works Master Agreement for the three years ending 31 December 2028.

			For the year ending 31	For the year ending 31	December
			2026	2027	2028
			(HK$)	(HK$)	(HK$)
Proposed	Annual	Caps	30,000,000	30,000,000	30,000,000

In determining the above Proposed Annual Caps, we understand from the Management that the Company has taken into consideration, among other things, (i) the historical fees charged to and paid by Mrs. Chu and/or her associates for the ISP Works; (ii) the expected fees to be paid by Mrs. Chu and/or her associates based on the current rates charged by the Group to Independent Third Parties for similar ISP Works; and (iii) the expected demand for the ISP Works by Mrs. Chu and/or her associates, as further elaborated in the paragraph headed ‘‘The Proposed Annual Caps under the 2026 ISP Works Master Agreement’’ in the ‘‘Letter from the Board’’ of the Circular.

In assessing the fairness and reasonableness of the Proposed Annual Caps, we have discussed with the Management and obtained the relevant working for review. Based on our discussion with the Management, we noted that the Proposed Annual Caps of HK$30 million per year are derived based on the potential ISP Works projects that the Group may provide to Mrs. Chu and/or her associates during 2026 under the 2026 ISP Works Master Agreement (the ‘‘Potential Projects’’). In this regard, we have obtained the full list of Potential Projects from the Management and noted that it includes Potential Projects for which tenders have already been submitted, as well as Potential Projects for which tenders are expected to be submitted. We further noted from the aforementioned full list that there are 15 Potential Projects with total expected transaction amount of approximately HK$27.4 million, which already accounts for over 90% of the Proposed Annual Caps. Out of these 15 Potential Projects, as at the Latest Practicable Date, (i) six Potential Projects with total expected transaction amount of approximately HK$14.6 million have already submitted tenders; and (ii) the remaining nine Potential Projects with total expected transaction amount of approximately HK$12.8 million are expected to submit tenders. Regarding the six Potential Projects for which tenders have already been submitted, we understand from the Management that three of them, with total expected transaction amount of approximately HK$5.2 million, have been offered to the Group, pending the signing of contracts which are subject to the 2026 ISP Works Master Agreement being approved by the Independent Shareholders at the SGM, while the remaining three, with total expected transaction amount of approximately HK$9.4 million, are still going through the tendering process. In this respect, we have obtained the underlying tender documents of these six Potential Projects and cross-checked them with the list of Potential Projects provided by the Management

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LETTER FROM ALTUS CAPITAL LIMITED

and found that the expected transaction amounts of the Potential Projects are in line. Regarding the nine Potential Projects for which tenders are expected to be submitted, we understand that the expected transaction amount is determined based on the Group’s latest conversations with the respective potential customers regarding the ISP Works required, in particular, the expected scopes of ISP Works and the potential customers’ latest budget. In this regard, we consider that the Company’s basis when estimating the transaction amount included in the list of Potential Projects to be fair and reasonable. Overall, the Proposed Annual Caps for 2026 are determined principally based on these Potential Projects (which already accounts for over 90%) with an addition of around 10% buffer to accommodate any additional ISP Works projects to be obtained by the Group during the remaining period of 2026. Considering that there are still around eight months until the end of 2026, and as advised by the Management, the duration of ISP Works from the initial stage through to completion can be as short as two to three months (depending on various factors such as size of the projects), we believe that it is reasonable to incorporate a 10% buffer in addition to the existing Potential Projects when deriving the Proposed Annual Caps for 2026.

For the years 2027 and 2028, we consider it reasonable to maintain the Proposed Annual Caps at the same level as in 2026 to accommodate the potential demands of ISP Works from Mrs. Chu and/or her associates. We understand that the expected increase in Proposed Annual Caps (compared to the historical annual caps under the 2023 ISP Works Master Agreement) is in line with the Group’s strategic approaches to strengthen its market position, maintain operational momentum and drive sustainable growth. According to the Company’s annual results announcement for the year ended 31 December 2025, these strategic approaches include, among other things, pursuing extension works from existing clients, concentrating on core competencies in luxury residential developments and high-end fitting-out projects, leveraging established client relationships and capitalising on proven technical capabilities. We consider that against the backdrop of these strategic approaches, it is reasonable for the Group to take on more ISP Works projects from Mrs. Chu and/or her associates, being existing customers of the Group with proven track record in business transactions. In addition, when considering the reasonableness to maintain the same level of Proposed Annual Caps in the years 2027 and 2028, we note that historically, during the term of the 2023 ISP Works Master Agreement, the Group has been able to achieve a steady actual transaction amount, with the exception of 2023, which was adversely impacted by the post COVID-19 pandemic economic environment as further discussed in the paragraph headed ‘‘2.3.1. Historical annual caps and transaction amounts’’ above. Also, based on publicly available information on the official website of the Construction Industry Council, which was formed in 2007 and consists of a chairman and 24 members representing various sectors of the construction industry including employers, professionals, academics, contractors, workers, independent persons and Government officials, it expects that the expenditure for RMAA (Repair, Maintenance, Alteration and Additional Works) works (i.e. similar to ISP Works in nature) to remain largely stable from 2026 to 2028. Having considered the above, we believe that it is reasonable to maintain the Proposed Annual Caps for the years 2027 and 2028 at the same level as in 2026.

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LETTER FROM ALTUS CAPITAL LIMITED

In addition to the above, considering that (i) the Group is not obliged under the 2026 ISP Works Master Agreement to provide ISP Works to Mrs. Chu and/or her associates or to use up the Proposed Annual Caps; (ii) the Proposed Annual Caps can provide flexibility for the Group to provide ISP Works to Mrs. Chu and/or her associates subject to their future demand; and (iii) there exists internal control measures to ensure that the Group’s provision of ISP Works to Mrs. Chu and/or her associates will be conducted in terms that are fair, reasonable and no more favourable than those provided to the customers who are Independent Third Parties, we are of the view that the Proposed Annual Caps are fair and reasonable.

3. Internal control measures

We have obtained and reviewed the Group’s internal control measures in relation to the 2026 ISP Works Master Agreement and noted that, among other things, the Quality Assurance Department of the Group performs internal review and control over the connected transactions or continuing connected transactions (‘‘CTs/CCTs’’). In particular, the Quality Assurance Department executes the following work to ensure that the pricing of each CT/CCT is no more favourable than that provided to Independent Third Parties:

(i) reviews the contracts of CTs/CCTs to be entered into between the Company and connected persons;
(ii) supervises the performance of review procedures prior to signing of the contracts considered to be CTs/CCTs as well as the proper performance of the transactions contemplated thereunder;
(iii) regularly, at frequency of no less than every six months, inspects specific terms of the Company’s transactions with connected persons and comparing them with the terms of the same type of transactions of the Company entered into with Independent Third Parties;
(iv) ensures that the pricing and other contract terms for the Group’s CTs/CCTs are on normal commercial terms; and
(v) ensures that the CTs/CCTs have been conducted in accordance with the terms of the governing contracts and in compliance with the laws and regulations.

For further details, please refer to the paragraph headed ‘‘Internal control measures for the Continuing Connected Transactions’’ in the ‘‘Letter from the Board’’ of the Circular.

As mentioned in the paragraph headed ‘‘2.2. Principal terms of the 2026 ISP Works Master Agreement’’ above, we have independently selected the Transaction Samples for review and noted that the pricing terms and payment terms offered to Mrs. Chu and/or her associates were no more favourable than those provided to the customers who are Independent Third Parties, which are in compliance with the terms stipulated under the 2023 ISP Works Master Agreement (as well as the 2026 ISP Works Master Agreement).

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LETTER FROM ALTUS CAPITAL LIMITED

Furthermore, we note that the external auditors of the Company and the independent nonexecutive Directors will conduct annual review of these transactions pursuant to the requirements of Chapter 14A of the Listing Rules. In this regard, we note from the annual report of the Company for the year ended 31 December 2024 that the external auditors of the Company and the independent non-executive Directors had conducted annual review of the continuing connected transactions contemplated under the 2023 ISP Works Master Agreement and there were no adverse findings under such annual review.

Based on the above, the Management is of the view, and we concur that the internal control measures in relation to the 2026 ISP Works Master Agreement are adequate and reasonable.

RECOMMENDATION

Having considered the above principal factors, we are of the view that (i) the terms of the 2026 ISP Works Master Agreement are fair and reasonable; (ii) the 2026 ISP Works Master Agreement and the transactions contemplated thereunder are conducted on normal commercial terms, in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; and (iii) the Proposed Annual Caps are fair and reasonable.

Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the relevant resolution to be proposed at the SGM to approve the 2026 ISP Works Master Agreement, the transactions contemplated thereunder and the Proposed Annual Caps.

Yours faithfully, For and on behalf of

Altus Capital Limited

Jeanny Leung Clement Lee Responsible Officer Responsible Officer

Ms. Jeanny Leung (‘‘Ms. Leung’’) is a Responsible Officer of Altus Capital Limited licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and permitted to undertake work as a sponsor. She is also a Responsible Officer of Altus Investments Limited licensed to carry on Type 1 (dealing in securities) regulated activity under the SFO. Ms. Leung has over 30 years of experience in corporate finance advisory and commercial field in Greater China, in particular, she has participated in sponsorship work for initial public offerings and acted as financial adviser or independent financial adviser in various corporate finance advisory transactions.

Mr. Clement Lee (‘‘Mr. Lee’’) is a Responsible Officer of Altus Capital Limited licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and permitted to undertake work as a sponsor. He has over nine years of experience in corporate finance and advisory in Hong Kong, in particular, he has participated in sponsorship work for initial public offerings and acted as financial adviser or independent financial adviser in various corporate finance advisory transactions.

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GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

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.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the shares, underlying shares and debentures of the Company or its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Long position in Shares and underlying Shares of the Company

				Approximate
				percentage of
				interests in the
			Number of	total number of
			ordinary shares	issued ordinary
Name	of Director	Capacity	held	shares
Leung	Yuet Ngor	Beneficial owner	298,651	0.04%
			(Note 2)	(Note 1)

Notes:

(1) Based on the total number of 764,723,000 Shares in issue as at the Latest Practicable Date.

(2) Ms. Leung Yuet Ngor, an Executive Director, legally and beneficially owns 298,651 Shares.

– I-1 –

GENERAL INFORMATION

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company held any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, none of the Directors or proposed Directors was a director or an employee of a company who had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(b) Directors’ service contracts

As at the Latest Practicable Date, none of the Directors had any existing and proposed service contract with any members of the Group other than contracts expiring or determinable by the relevant member of the Group within one year without payment of compensation (other than statutory compensation).

(c) Directors’ interest in contracts and assets of the Group and other interests

As Mr. Chu, who is an Executive Director and the Chairman of the Board, is the son of Mrs. Chu, he is considered to be interested in the 2026 ISP Works Master Agreement.

Save as disclosed above, none of the Directors is materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2025, the date to which the latest published audited financial statements of the Group were made up.

(d) Directors’ interests in competing business

As at the Latest Practicable Date, insofar as the Directors were aware of, none of the Directors and their respective close associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group, as would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them was a controlling shareholder.

– I-2 –

GENERAL INFORMATION

APPENDIX I

3. MATERIAL ADVERSE CHANGE

The Directors confirm there is no material adverse change in the financial or trading position of the Group since 31 December 2025 (being the date to which the latest published audited financial statements of the Group were made up) up to and including the Latest Practicable Date.

4. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name Qualification

Altus Capital Limited a licensed corporation to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance.

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, the above expert did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate any persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above expert did not have any direct or indirect interest in any asset which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2025, being the date to which the latest audited financial statements of the Group were made up.

5. DOCUMENTS ON DISPLAY

The following documents will be published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.isp-hk.com.hk) from the date of this circular up to and including the date of the SGM, being a period of not less than 14 days:

(a) the 2026 ISP Works Master Agreement;
(b) the New Share Option Scheme.

– I-3 –

GENERAL INFORMATION

APPENDIX I

6. MISCELLANEOUS

(a) The Company’s branch share registrar and transfer office in Hong Kong is Computershare Hong Kong Investor Services Limited located at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(b) In the event of inconsistency, the English text of this circular and the accompanying form of proxy shall prevail over the Chinese text.

– I-4 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

The following is a summary of the principal terms of the Share Option Scheme proposed to be adopted at the SGM. It does not form part of, nor is it intended to be part of the rules of the Share Option Scheme. The Directors reserve the right at any time prior to the SGM to make such amendments to the Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict with any material aspects with the summary in this Appendix.

1. PURPOSE OF THE SHARE OPTION SCHEME

The purpose of the Share Option Scheme is to reward Eligible Participants who have contributed to the Group and to encourage Eligible Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole. By granting Options to the Eligible Participants, it recognizes the contribution or future contributions of Eligible Participants to the Group and helps the Group to foster long-term relationships with the Eligible Participants by aligning their interests with those of the Group and Shareholder through them owning a proprietary interest in the Company and becoming future Shareholders, thereby helping the Group to attract, recruit, retain and motivate highcalibre Eligible Participants that are in line with its performance goals and business needs, which maintains or enhances the competitiveness of the Group.

2. WHO MAY JOIN

The Board may, in its absolute discretion, grant Options to any Eligible Participants, who are the directors and employees of the Company or any of its Subsidiaries (including persons who are granted Options under the Share Option Scheme as an inducement to enter into employment contracts with these companies).

When assessing the eligibility of Eligible Participants, the Board will consider factors as it shall consider relevant, including but not limited to, (i) their job positions, responsibilities, duties, work performance and importance of their roles; (ii) their educational and professional qualifications, and knowledge of the industry; (iii) their length of engagement or employment with the Group; (iv) their time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; (v) their contribution made or expected to be made to the existing and future business of the Group, and to the growth and development of the Group; (vi) the prevailing market conditions; (vii) local market practice and industry standards and benefits; and (viii) whether granting of an Option is an appropriate incentive, and how an Option (taken together with any performance targets and/or vesting terms) can serve the purpose of the Share Option Scheme with respect to both the proposed Grantee and the long-term growth of the Group. The Board may also utilize the internal assessment system of the Company to assess the Eligible Participant against the criteria(s) set out above and form a view as to whether the relevant criteria(s) have been satisfied.

– II-1 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

3. ADMINISTRATION AND DURATION

Subject to the Listing Rules, the Share Option Scheme shall be subject to the administration of the Board whose decision as to all matters arising in relation to the Share Option Scheme or its interpretation or effect shall (save as otherwise provided herein) be final and binding on all parties. The Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date, after which period no further Options shall be offered or granted but the provisions of the Share Option Scheme shall remain in full force and effect in all other respects. Options granted during the life of the Share Option Scheme shall continue to be exercisable in accordance with their terms of grant after the end of the ten (10)-year period.

4. SUBSCRIPTION PRICE

The Subscription Price shall be determined by the Board in its absolute discretion but in any event must be at least the higher of:

(i) the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Grant Date which must be a Business Day;
(ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five (5) Business Days immediately preceding the Grant Date; and

(iii) the nominal value of the Shares.

5. MAXIMUM NUMBER OF SHARES

The total number of Shares which may be issued in respect of all options and awards to be granted under the Share Option Scheme and any other schemes of the Company shall not, in aggregate exceed 10% in nominal amount of the aggregate of Shares in issue (excluding Treasury Shares) as at the Adoption Date, i.e. 76,472,300 Shares (the ‘‘Scheme Mandate Limit’’). Options or awards lapsed in accordance with the terms of the Share Option Scheme and (as the case may be) such other schemes of the Company will not be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.

If the Company conducts a share consolidation or subdivision after the Scheme Mandate Limit has been approved or refreshed in a general meeting of the Company, the maximum number of Shares that may be issued in respect of all options and awards to be granted under the Share Option Scheme and any other schemes of the Company under the Scheme Mandate Limit as a percentage of the total number of issued Shares (excluding Treasury Shares) at the date immediately before and after such consolidation or subdivision shall be the same, rounded to the nearest whole share.

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

The Company may seek approval by its Shareholders in general meeting to ‘‘refresh’’ the Scheme Mandate Limit after three (3) years from the date of Shareholders’ approval for the last refreshment (or the adoption of this Share Option Scheme). Any ‘‘refreshment’’ of the Scheme Mandate Limit within any three (3)-year period must be approved by Shareholders subject to the following provisions:

(a) any controlling shareholders of the Company and their associates (or if there is no controlling shareholder, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and
(b) the Company must comply with the requirements under the Listing Rules.

The requirements under paragraphs (a) and (b) above do not apply if the refreshment is made immediately after an issue of Shares by the Company to the Shareholders on a pro rata basis as set out in rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate (as a percentage of the relevant class of Shares in issue) upon refreshment is the same as the unused part of the Scheme Mandate immediately before the issue of Shares, rounded to the nearest whole share.

The Scheme Mandate Limit as ‘‘refreshed’’ must not exceed 10% of the relevant class of shares in issue (excluding Treasury Shares) as at the date of approval of the refreshed scheme mandate. The Company must send a circular to its Shareholders containing the number of options and awards that were already granted under the existing Scheme Mandate Limit and the reason for the ‘‘refreshment’’.

The Company may seek separate approval by its Shareholders in general meeting for granting options under this Share Option Scheme or awards under any other schemes of the Company (as the case may be) beyond the Scheme Mandate Limit, provided the options or awards in excess of the limit are granted only to participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing the name of each specified participant who may be granted such options or awards, the number and terms of the options or awards to be granted to each participant, and the purpose of granting options or awards to the specified participants with an explanation as to how the terms of the options or awards serve such purpose. The number and terms of options or awards to be granted to such participant must be fixed before Shareholders’ approval. In respect of any Options to be granted, the date of the Board meeting for proposing such grant should be taken as the Grant Date for the purpose of calculating the Subscription Price.

The total number of Shares issued and to be issued upon exercise of the options and awards granted to each Grantee under the Share Option Scheme and any other schemes of the Company (including both exercised and outstanding Options but excluding any options and awards lapsed in accordance with the terms of the relevant scheme) in any twelve (12)-month period shall not (when aggregated with any Shares subject to options granted during such period under any other share option schemes of the Company other than those options granted pursuant to specific approval by the Shareholders in a general meeting) exceed 1% of the

– II-3 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

Shares in issue (excluding Treasury Shares) for the time being (the ‘‘Individual Limit’’). Where any further grant of Options to an Eligible Participant would exceed the Individual Limit, such further grant must be separately approved by Shareholders in general meeting with such Eligible Participant and his/her close associates (or associates if the Eligible Participant is a connected person) abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Eligible Participant in question, the number and terms of the Options to be granted (and Options previously granted to such Eligible Participant in the twelve (12)-month period), the purpose of granting options to the participant, explanation as to how the terms of the Options serve such purpose, and such other information required under the Listing Rules. The number and terms of the Options to be granted must be fixed before such Shareholders’ approval. The date of the Board meeting for proposing such further grant should be taken as the Grant Date for the purpose of calculating the Subscription Price of such Options.

6. GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of Options to a director, chief executive or substantial shareholder of the Company, or any of their respective associates, under the Share Option Scheme must be approved by the independent non-executive Directors of the Company (excluding any independent non-executive Director whose associate is the proposed Grantee).

Where any grant of Options to a substantial shareholder of the Company, or any of his/her associates, would result in the Shares issued and to be issued in respect of all Options and awards granted (excluding any options lapsed in accordance with the terms of the Share Option Scheme) to such person in the 12 (twelve)-month period up to and including the date of such grant, representing in aggregate over 0.1% of the Shares in issue on the date of such grant (excluding Treasury Shares), such further grant of Options must be approved by the Shareholders in general meeting in the manner set out below.

The Company must send a circular to the Shareholders containing all those terms as required under the Listing Rules. The Grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour of the resolution at such general meeting of the Shareholders. Parties that are required to abstain from voting in favour at the general meeting pursuant to Rule 17.04(4) of the Listing Rules may vote against the resolution at the general meeting of the Company, provided that their intention to do so has been stated in the relevant circular to the Shareholders. Any vote taken at the general meeting to approve the grant of such Options must be taken on a poll and comply with the requirements under the Listing Rules. The circular must contain:

(a) details of the number and terms of the Options to be granted to each Eligible Participant, which must be fixed before the Shareholders’ meeting. In respect of any Options to be granted, the date of the Board meeting for proposing such further grant should be taken as the Grant Date for the purpose of calculating the Subscription Price;

– II-4 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

(b) the views of the independent non-executive Directors (excluding any independent non-executive Director whose associate is the proposed Grantee) as to whether the terms of the grant are fair and reasonable and whether such grant is in the interests of the Company and the Shareholders as a whole, and their recommendation to the independent Shareholders as to voting; and
(c) the information required under the Listing Rules and the Stock Exchange from time to time.

Any change in the terms of Options granted to a Grantee who is a Director, chief executive of the Company or substantial Shareholder, or any of their respective associates, must be approved by the Shareholders in the manner as set out above if the initial grant of the Options requires such approval (except where the changes take effect automatically under the existing terms of the Share Option Scheme).

7. OFFER AND ACCEPTANCE

An Offer shall be made to an Eligible Participant by letter in such form as the Board may from time to time determine, which shall state, among others, the details of the Eligible Participant, the Grant Date, the method of acceptance, the number of Shares in respect of which the Option is offered, the exercise price and the manner of payment, the Option Period, and such other terms and conditions (including, without limitation, the vesting period and/or any performance targets to be achieved before the Option can be vested) in relation to the offer of the Option which in the opinion of the Board are fair and reasonable but not being inconsistent with the Share Option Scheme and the Listing Rules.

The letter of Offer shall require the Eligible Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the Share Option Scheme. The Offer shall remain open for acceptance by the Eligible Participant concerned for a period of twenty-eight (28) days from the Grant Date provided that no such Offer shall be open for acceptance after the expiry of the twenty-eight-day period or after the Share Option Scheme has been terminated in accordance with the terms hereof or after the Eligible Participant to whom the Offer is made has ceased to be an Eligible Participant.

Any Offer may be accepted in respect of less than the number of Shares in respect of which it is offered provided that it is accepted in respect of a whole board lot for dealing in the Shares on the Stock Exchange or an integral multiple thereof. An Offer is deemed to be accepted when the Company receives from the Grantee the relevant offer letter signed by the Grantee specifying the number of Shares in respect of which the Offer is accepted and a remittance to the Company of HK$1.00 as consideration for the grant of Option. Such remittance is not refundable in any circumstances.

8. VESTING SCHEDULE

Save for the circumstances prescribed below, an Option must be held by the Grantee for at least twelve (12) months before the Option can be exercised (the ‘‘Vesting Period’’).

– II-5 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

The Vesting Period in respect of Eligible Participant may be less than twelve (12) months from the Grant Date in the following circumstances:

(a) grants of ‘‘make-whole’’ Option(s) to new joiners to replace the share options they forfeited when leaving the previous employers;
(b) grants to an Eligible Participant whose employment is terminated due to death or disability or occurrence of any out of control event;
(c) grants that are made in batches during a year for administrative and compliance reasons, which include Options that should have been granted earlier if not for such administrative or compliance reasons but had to wait for a subsequent batch. In such case, the Vesting Period may be shorter to reflect the time from which the Option would have been granted;
(d) grants of Options with a mixed or accelerated vesting schedule such as where the Options may vest evenly over a period of twelve (12) months;
(e) grants with performance-based vesting conditions in lieu of time-based vesting criteria; or
(f) grants of Options with a total vesting and holding period of more than twelve (12) months such as where the Options may vest by several batches with the first batch vesting within twelve (12) months of the Grant Date and the last batch vesting twelve (12) months after the Grant Date.

9. PERFORMANCE TARGETS AND CLAWBACK MECHANISM

Subject to the Listing Rules, the Board may, at its absolute discretion when making the offer for the grant of an Option, impose any conditions, restrictions or limitations in relation thereto including the Vesting Period and/or the achievement of any performance targets by the Company and/or the Grantee before the Option shall vest, provided that such terms or conditions shall not be inconsistent with any other terms or conditions of the Share Option Scheme. Save as determined by the Board on a case-by-case basis and provided in the offer letter of the grant of the relevant Option at the discretion of the Board, there is no performance target which must be achieved before an Option can be exercised. Save for the clawback mechanism described below, the Share Option Scheme does not prescribe any other clawback mechanism.

– II-6 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

compliance with internal business procedures; and (iii) key performance indicators in respect of the Group as a whole, which may include sales performance (e.g. revenue), operating performance (e.g. profits, operational efficiency), financial performance (e.g. profits, cash flow, earnings, market capitalization, return on equity), corporate sustainability parameters (e.g. timeliness and accuracy in handling customer feedback, team work capabilities, adherence to corporate culture) and team discipline and responsibility (e.g. punctuality, integrity, honesty or compliance with internal business procedures), and such other goals as the Board may determine from time to time. In the case of Eligible Participants other than directors of the Company, the achievement of his/her target would be assessed by his/her manager through the annual performance review process and his/her final rating will be subject to the performance results and approval by the relevant department head. In the case of Eligible Participants who are directors of the Company, the achievement of his/her target will be subject to assessment and approval by the Remuneration Committee (provided that if the proposed Grantee(s) in question is/are a member(s) of the Remuneration Committee, such member(s) shall abstain from considering any matters in relation to the assessment of achievement of performance targets with respect to himself/herself). Due to the business nature of the Group, it would not be practicable, or possible, to delineate a precise list of performance targets that would apply to all Eligible Participants. The parameters whereby each Eligible Participant is or may be measured will be determined on a case-by-case basis and will be highly dependent on their roles and duties within the Group. The targets may also vary from year to year as the business of the Group is evolving and may be impacted by ever-changing market conditions, and the Board should be afforded the flexibility to determine appropriate targets when the Options are granted.

If the Board determines that a Grantee ceases to be an Eligible Participant upon the occurrence of any of the circumstances below:

(a) is guilty of any misconduct which would have justified the termination of his/her contract of employment for cause but which does not become known to the Company until he/she has ceased employment with any member of the Group;
(b) is in breach of any material term of his/her contract of employment (or other contract or agreement related to that contract of employment), including without limitation, any confidentiality agreement or agreement containing non-competition or nonsolicitation restrictions between him/her and any member of the Group; or
(c) is guilty of a material misstatement in the Group’s financial statements,

then it may, in its absolute discretion, determine that any unexercised Options, vested or unvested, held by the Grantee shall immediately lapse upon the Board resolving to make such determination (whether or not the Grantee has been notified of the determination).

Under this paragraph, the Board may (but is not obliged to) by notice in writing to the Grantee concerned claw back such number of Options (to the extent not exercised) granted as the Board may consider appropriate. The clawback will occur when the Grantee ceases to be an Eligible Participant. The Options that are clawed back pursuant to this paragraph shall be regarded as lapsed and the Options so clawed back will not be regarded as utilized for the

– II-7 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

purpose of calculating the Scheme Mandate Limit (including the refreshed limit, as the case may be). For the avoidance of doubt, Options that have been exercised shall not be subject to the clawback mechanism as set out in this paragraph.

10. RESTRICTIONS AND LIMITATIONS

An Option shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Option (save that the Grantee may nominate a nominee in whose name the Shares issued pursuant to the Share Option Scheme may be registered). Any breach of the foregoing by the Grantee shall entitle the Company to cancel any outstanding Option or any part thereof granted to such Grantee to the extent not already exercised without incurring any liability on the part of the Company. The Options do not carry any right to vote in general meeting of the Company, or any right to dividends, transfer rights or any other rights, including those arising on the liquidation of the Company.

A grant of Options may not be made after any inside information has come to the Company’s attention until (and including) the trading day after such inside information has been published in accordance with the relevant provisions of the Listing Rules. In particular, during the period commencing thirty (30) days immediately preceding the earlier of:

(a) the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
(b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement (or during any period of delay in publishing such results announcements), no Option may be granted.

For the avoidance of doubt, in compliance with the Listing Rules, a director must not deal in any securities of the Company (and no Options may be granted to a director) on any day on which the Company’s financial results are published and:

(a) during the period of sixty (60) days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and
(b) during the period of thirty (30) days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarter or half-year period up to the publication date of the results,

– II-8 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

unless the circumstances are exceptional, for example, where a pressing financial commitment has to be met as described in Section C of Appendix C3 to the Listing Rules.

11. EXERCISE OF OPTIONS

An Option may, subject to the provisions of paragraph 12 below, be exercised in whole or in part (but if in part only, in respect of a board lot in which the Shares are traded on the Stock Exchange from time to time or an integral multiple thereof) in the manner set out in this paragraph by the Grantee by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price multiplied by the number of Shares in respect of which the notice is given. Within ten (10) Business Days after receipt of the notice and the remittance of the full amount of the relevant aggregate Subscription Price and, where appropriate, receipt of the Auditors’ certificate or the certificate from the independent financial adviser to the Company, the Company shall accordingly allot and issue the relevant number of Shares to the Grantee credited as fully paid and issue to the Grantee share certificates in respect of the Shares so allotted.

12. OPTION PERIOD

Subject to any restrictions applicable under the Listing Rules and notwithstanding the terms of grant thereof, an Option may be exercised by the Grantee at any time during the Option Period, which must not be more than ten (10) years from the Grant Date of the Option, provided that:

(a) in the event of the Grantee ceasing to be an Eligible Participant by reason of his death before exercising his Option in full and none of the events which would be a ground for termination of his employment as specified in paragraph 16(f) below having arisen, his Personal Representative(s) may exercise the Option up to the Grantee’s entitlement as at the date of death (to the extent not already exercised) within the period of twelve (12) months following his death provided that where any of the events set out in sub-paragraphs (d), (e), (f) and (g) occurs prior to his death or within such period of six (6) months following his death, then his Personal Representative(s) may so exercise the Option only within such of the various periods respectively set out in such sub-paragraphs provided further that if within a period of three (3) years prior to the Grantee’s death, the Grantee had committed any of the acts specified in paragraph 16(f) below which would have entitled the Company to terminate his employment prior to his death, the Board may at any time forthwith terminate the Option (to the extent not already exercised) by written notice to the Grantee’s Personal Representative(s) and/or to the extent the Option has been exercised in whole or in part by his Personal Representative(s), but Shares have not been allotted, he shall be deemed not to have so exercised such Option and the Company shall return to him the amount of the Subscription Price for the Shares received by the Company in respect of the purported exercise of such Option;

– II-9 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

(b) in the event of a Grantee who is an employee or a director of the Company or another member of the Group ceasing to be an Eligible Participant for any reason other than his death or the termination of his employment or directorship on one or more of the grounds specified in paragraph 16(f) below, the Option (to the extent not already exercised) shall lapse on the date of cessation or termination of such employment (which date shall be the Grantee’s last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not) and shall on that day cease to be exercisable;
(c) in the event of the Grantee ceasing to be an Eligible Participant by reason of the termination of his employment or directorship on one or more of the grounds specified in paragraph 16(f) below, his Option shall lapse automatically (to the extent not already exercised) and shall not be exercisable on or after the date of termination of his employment and to the extent the Grantee has exercised the Option in whole or in part, but Shares have not been allotted to him, the Grantee shall be deemed not to have so exercised such Option and the Company shall return to the Grantee the amount of the Subscription Price for the Shares received by the Company in respect of the purported exercise of such Option;
(d) in the event that a general offer for Shares by way of takeover or otherwise (other than by way of a scheme of arrangement pursuant to sub-paragraph (e) below) is made to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith notify all Grantees and any Grantee shall be entitled to exercise the Option in full (to the extent vested but not yet exercised) or to the extent as notified by the Company at any time within such period as shall be notified by the Company;
(e) in the event that a general offer for Shares by way of scheme of arrangement is made to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings, the Company shall forthwith notify all Grantees and any Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent vested but not yet exercised) to its full extent or to the extent notified by the Company;
(f) in the event that a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily winding up the Company, the Company shall forthwith give notice thereof to all Grantees and any Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent vested but not yet exercised) to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three (3) days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares to the Grantee which fall to be issued on such exercise; and

– II-10 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

(g) in the event of a compromise or arrangement, other than a scheme of arrangement contemplated in sub-paragraph (e) above, between the Company and its members or creditors that is proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same date as it gives notice of the meeting to its members or creditors to consider such compromise or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option (to the extent vested but not yet exercised) either to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three (3) days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of Shares which fall to be issued on such exercise.

13. REORGANISATION OF CAPITAL STRUCTURE

In the event of an alteration in the capital structure of the Company whilst any Option remains exercisable by way of capitalisation issue, rights issue, subdivision or consolidation of shares or reduction of the share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), such corresponding adjustments (if any) shall be made to:

(i) the number or nominal amount of Shares subject to the Option insofar as unexercised; or
(ii) the Subscription Price;

or any combination thereof, provided that:

(a) any such adjustments give a Grantee the same proportion of the equity capital of the Company as that to which that Grantee was previously entitled, rounded to the nearest whole share; and
(b) notwithstanding sub-paragraph (a) above, any adjustments as a result of an issue of securities with a price-dilutive element, such as a rights issue, open offer or capitalisation issue, shall be made in accordance with Frequently Asked Questions FAQ13 — No.16 or such other guidance as may be issued by the Stock Exchange from time to time,

but no such adjustments shall be made to the extent that a Share would be issued at less than its nominal value. The Company shall engage independent auditors or financial advisers to certify in writing, either generally or as regards any particular Grantee, that the adjustments made by the Company under this paragraph satisfy the requirements set out in paragraphs 13(a) and 13(b) above, or such requirements as time to time set out in the Listing Rules which shall prevail, and are in their opinion fair and reasonable.

– II-11 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

14. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option shall be identical to all existing issued Shares and shall be subject to all the provisions of the Bye-Laws of the Company for the time being in force, and such Shares shall rank pari passu in all respects with the existing fully paid Shares in issue on the date on which those Shares are allotted upon exercise of the Option and accordingly shall entitle the holders to participate in all dividends or other distributions paid or made after the date on which Shares are allotted other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall fall on or before the date on which the Shares are allotted. A Share allotted upon the exercise of an Option shall not carry voting rights until the name of the Grantee has been duly entered onto the register of members of the Company as the holder thereof.

Holders of the Options are not entitled to voting, dividends, transfer rights and other rights of the holders of the Shares, including those arising on a liquidation of the Company, save as otherwise provided in the Share Option Scheme or under the relevant laws or the Byelaws in effect from time to time.

15. ALTERATION AND TERMINATION

Any alterations to the terms and conditions of a share scheme which are of a material nature or any alterations to the provisions relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of Eligible Participants must be approved by Shareholders in a general meeting.

Any change to the terms of Options granted to an Eligible Participant must be approved by the Board, the Remuneration Committee, the independent non-executive directors and/or the Shareholders of the Company if the initial grant of the Options was approved by the Board, the Remuneration Committee, the Independent Non-executive Directors and/or the Shareholders of the Company (as the case may be). This requirement does not apply where the alterations take effect automatically under the existing terms of the Share Option Scheme. Any change to the authority of the directors of the Company or the administrator of the Share Option Scheme to alter the terms of Share Option Scheme must be approved by the Shareholders in a general meeting. The Share Option Scheme so altered must comply with Chapter 17 of the Listing Rules and any guidance on the interpretation of the Listing Rules issued by the Stock Exchange from time to time.

The Company by ordinary resolution in general meeting or the Board may at any time terminate the Share Option Scheme and in such event no further Options may be granted but in all other respects the provisions of the Share Option Scheme shall remain in full force and effect in respect of Options which are granted during the life of the Share Option Scheme and which remain unexpired immediately prior to the termination of the operation of the Share Option Scheme. Details of the Options granted, including Options exercised or outstanding, under the Share Option Scheme and (if applicable) Options that become void or nonexercisable as a result of the termination must be disclosed in the circular to the Shareholders seeking approval of the first new share option scheme to be established after such termination.

– II-12 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

16. LAPSE OF OPTION

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(a) the expiry of the Option Period (subject to the provisions of the Share Option Scheme, in particular the periods referred to in paragraph 12 above);
(b) in the event of a general offer for Shares by way of takeover or otherwise (other than by way of scheme of arrangement), the expiry of the period referred to in paragraph 12(d) above subject to any court of competent jurisdiction making an order to prohibit the offeror from acquiring the remaining Shares in the Offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the Offer lapses or is withdrawn before that date;
(c) in the event of a general offer for Shares by way of scheme of arrangement, subject to the scheme of arrangement becoming effective, the expiry of the period for exercising the Option as referred to in paragraph 12(e) above;
(d) the date of the commencement of the winding-up of the Company;
(e) the date on which the Grantee commits a breach of the prohibition on assignment or transfer of Options as referred to in the first sub-paragraph under paragraph 10 above;
(f) the date on which the Grantee (if an employee or a director of the Company or another member of the Group) ceases to be an Eligible Participant by reason of the termination of his or her employment or directorship on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has committed any act of bankruptcy or has become insolvent or has made any arrangements or compromise with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other grounds on which an employer would be entitled to terminate his or her employment summarily. A resolution of the Board or the board of directors of the relevant Subsidiary to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 16(f) shall be conclusive and binding on the Grantee, and where appropriate, his or her legal representative(s); and
(g) the date on which the Grantee ceases to be an Eligible Participant for any other reason (subject to the provisions of the Share Option Scheme, in particular the periods referred to in paragraph 12 above).

– II-13 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE SCHEME

APPENDIX II

For the avoidance of doubt, the transfer of employment of a Grantee, who is an employee of the Group, from one member of the Group to another member of the Group, or who is on such leave of absence with prior approval by the directors of the relevant member of the Group, is not to be considered a cessation of employment of the Grantee.

17. CANCELLATION

Any Options granted but not exercised may be cancelled if the Eligible Participant so agrees. For the avoidance of doubt, where the Company cancels Options granted to an Eligible Participant and makes a new grant to the same Eligible Participant, such new grant may only be made with available Scheme Mandate Limit. The Options cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

– II-14 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

Amended and Restated Bye-laws

Of

ISP Holdings Limited

(Adopted by way of a special resolution passed at the ~~annual s~~ pecial general meeting held on ~~25th May 2023[~~ •] 2026)

– III-1 –

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

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

– III-2 –

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 Payment of corporate action proceeds and electronic instructions	Bye-Law No.
	135 136 137–146 147 148–149 150 151–155 156–161 162–164 165 166–167 168 169 170 171 172

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
Payment of corporate action proceeds and electronic instructions

Bye-Law No.

135
136
137–146
147
148–149
150
151–155
156–161
162–164
165
166–167
168
169
170
171
172

– III-3 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

INTERPRETATION

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, as amended from time to time.
“address” for the purposes of these Bye-laws, “address” includes an electronic address unless the Act or the rules of the Designated Stock Exchange require a postal address.
“announcement”
an official publication of a notice or document of the Company, including a publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws.
“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” or “Directors”
the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
~~“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.~~

– III-4 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

WORD

“capital”
“Central Clearing and Settlement System”
“clear days”
“clearing house”
“close associate”
“Company”
“competent regulatory authority”
“debenture” and “debenture holder”
“Designated Stock Exchange”
~~“Directors”~~

MEANING

the share capital of the Company from time to time.

the Central Clearing and Settlement System operated by the Hong Kong Securities Clearing Company Limited
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.
a recognized clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.
~~in relation to any Director, s~~ hall have the same meaning as defined in the Listing Rules as modified from time to time, except that for purposes of Bye-law ~~1001~~ 03 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.
ISP Holdings Limited.
a competent regulatory authority in the territory where the shares of the ~~company~~ Company are listed or quoted on a stock exchange in such territory.
include debenture stock and debenture stockholder respectively.
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 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).~~

– III-5 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

WORD

MEANING

“dollars” and “$” dollars, the legal currency of Hong Kong.
“electronic communication” a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium.
“electronic meeting” a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“head office” such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“HKSCC” the Hong Kong Securities Clearing Company Limited
“HK Stock Exchange” The Stock Exchange of Hong Kong Limited
“Hong Kong” the Hong Kong Special Administrative Region of The People’s Republic of China.
“hybrid meeting” a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities
“Listing Rules” the rules and regulations of the Designated Stock Exchange.
“Meeting Location” has the meaning given to it in Bye-law 65A.
“Member” a duly registered holder from time to time of the shares in the capital of the Company.
“month” a calendar month.

– III-6 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

WORD

MEANING

“Notice” or “notice”
written notice unless otherwise specifically stated ~~and as further defined~~ in these Bye-laws and, where the context so requires, shall include any other document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules) or communication to be served, issued, or -
given by the Company under these Bye laws or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form.
“Office” the registered office of the Company for the time being.
“paid up” paid up or credited as paid up.
“physical meeting” a general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations.
“ ” - Principal Meeting Place shall have the meaning given to it in Bye law 59(2).
“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.

– III-7 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

WORD

MEANING

“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.

“substantial shareholder” a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules from time to time) of the voting power at any general meeting of the Company.
“treasury shares” shares repurchased and held by the Company in treasury as -
authorized by the Act which, for the purpose of these Bye laws, include shares repurchased by the Company and held or deposited in Central Clearing and Settlement System for sale on the HK Stock Exchange

“year” a calendar year.

In these Bye-1aws, unless there be something within the subject or context inconsistent with such construction:
(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include both gender and the neuter;
(c) words importing persons include companies, associations and bodies of persons whether corporate or not;
(d) the words:
- (i) “may” shall be construed as permissive;
- (ii) “shall” or “will” shall be construed as imperative;

– III-8 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a ~~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~~ legible and non transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, including electronic writing or display (such as digital documents or electronic communications), 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;
(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;
(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;
(h) a resolution shall be a special resolution when it has been passed by a majority of not Special 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;
(i) a resolution shall be an ordinary resolution when it has been passed by a simple 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;
Ordinary Resolution
(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;

– III-9 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(l) references to a document ~~being~~ (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.
(m) to the extent any provision in these Bye laws contradicts or is inconsistent with any provision of Part II or Part III of the Electronic Transactions Act 1999 (as amended from time to time) (“ETA”) or Section 2AA of the Act, the provisions in these Byelaws shall prevail; they shall be deemed as an agreement between the Company and the Members to vary the provisions of the ETA and/or to override the requirement of Section 2AA of the Act, as applicable.
(n) references to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities.
(o) a reference to a meeting: (a) shall mean a meeting convened and held in any manner -
permitted by these Bye laws and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that -
meeting for all purposes of the Statutes and these Bye laws, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Bye-law 65E.
(p) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are -
required by the Statutes or these Bye laws to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.
(q) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise).

– III-10 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(r) where a Member is a corporation, any reference in these Bye laws to a Member shall, where the context requires, refer to a duly authorised representative of such Member;
“ ” “ ” “
(s) unless the context otherwise requires, any reference to print , printed , or printed copy” and “printing” shall be deemed to include electronic versions or electronic copies;
(t) any reference to the term “place” within these Bye-laws shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; and
(u) all voting rights referred to in these Bye laws shall exclude the voting rights attached to treasury shares.

SHARE CAPITAL

(1) The share capital of the Company at the date on which these Bye-laws come into effect Initial Capital Structure

shall be divided into shares of ~~$0.10$~~ 0.01 each.

(2) Subject to the Act, the Company’s memorandum of association and, where applicable, Company may purchase its
the Listing Rules and/or the rules and regulations of any competent regulatory own shares; treasury
authority, ~~any power of~~ the Company shall have the power to purchase or otherwise shares acquire its own shares (including its redeemable shares) for cancellation or to be held as treasury shares, and such power shall be exercisable by the Board upon such terms and subject to such conditions as it thinks fit. Furthermore, the holding, sale, disposal or cancellation of treasury shares by the Company shall be at the absolute discretion of the Board, subject at all times to compliance with the Listing Rules and any applicable requirements of any competent regulatory authority.
(3) Subject to compliance with the Listing Rules and the rules and regulations of any other competent ~~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.

– III-11 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

ALTERATION OF CAPITAL

The Company may from time to time by ordinary resolution in accordance with Section 45 of the Act:
(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
Increase, consolidation and division of capital subdivision and cancellation of shares and redenomination etc.
(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;
(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.

– III-12 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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 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.
Reduction of capital
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

Subject to any special rights conferred on the holders of any shares or class of shares, any 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.
Issue of Shares
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.
Redeemable Preference Shares

– III-13 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

VARIATION OF RIGHTS

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 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 (excluding treasury shares) of that class; and
(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

(1) Subject to the Act, these Bye-laws, any direction that may be given by the Company in general meeting and, where applicable, the 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 to their nominal value. 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 allotment, 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.
Shares at disposal of Directors

– III-14 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(2) The Board may issue warrants conferring the right upon the holders thereof to Warrants 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.
The Company may in connection with the issue of any shares exercise all powers of paying Company may pay

commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission 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.

Except as otherwise expressly provided by these Bye-laws or required by law or as ordered Trust of Shares not

by a court of competent, jurisdiction, no person shall be recognised by the Company as recognised 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.

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

Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal Share certificates to

printed thereon and shall specify the number and class and distinguishing numbers (if any) 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. The seal of the Company may only be affixed or imprinted to a share certificate with the authority of the Directors, or be executed under the signature of appropriate officials with statutory authority, unless otherwise determined by the Directors. 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.

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

– III-15 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(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.
Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of 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.
Entitlement to share certificates
Share certificates shall be issued within the relevant time limit as prescribed in the Act or as 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.
Time limit for issuance
(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.

– III-16 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

LIEN

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
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
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

Subject to these Bye-laws and to the terms of allotment, the Board may from time to time Calls 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.

– III-17 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

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.
A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect 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.
Liability of joint holder
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from 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.
Interest on unpaid calls
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.
Suspension of privilege while call remaining unpaid
On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such 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.
Evidence in action for call
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.
Sums payable on allotment deemed a call
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.

– III-18 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or 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.
Payment of calls in advance

FORFEITURE OF SHARES

(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 if 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 Notice of forfeiture

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.

The Board may accept the surrender of any share liable to be forfeited hereunder and, in Surrender such case, references in these Bye-laws to forfeiture will include surrender.
Until cancelled in accordance with the requirements of the Act, a forfeited share shall be Forfeiture share property

the property of the Company and may be sold, re-allotted or otherwise disposed of to such of the Company

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.

– III-19 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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

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.
Evidence of forfeiture
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
The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.
Forfeiture no prejudice to right to call or instalment
The provisions of these Bye-laws as to forfeiture shall apply in the case of non-payment of Forfeiture for non-payment

any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether of any sum due on Shares

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.

– III-20 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

REGISTER OF MEMBERS

(1) The Company shall keep in one or more books a Register and shall enter therein the Share register following particulars, that is to say:
- (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; and
- (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 branch
of Members resident in any place, and the Board may make and vary such regulations register as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.
The Register and branch register of Members, as the case may be, shall be open to Inspection inspection between 10 a.m. and 12 noon during business hours by members of the public without charge at the Office or such other place at which the Register is kept in accordance with the Act. 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.

RECORD DATES

Subject to the Listing Rules, and notwithstanding 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.

– III-21 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

TRANSFER OF SHARES

(1) Subject to these Bye-laws and ~~Companies A~~ ct, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the 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
(2) Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with applicable laws and the Listing Rules that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 65 of the Act in a form otherwise than legible if such recording otherwise complies with applicable laws and the Listing Rules that are or shall be applicable to such listed shares.
The instrument of transfer shall be executed by or on behalf of the transferor and the 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.
Execution of transfer
(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.

– III-22 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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
(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 When transfer books and

given by announcement or by electronic communication or by advertisement in any register may be closed

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.

– III-23 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

TRANSMISSION OF SHARES

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-l ~~L~~ aw 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.
Death of registered holder or of joint holder of shares
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.
Registration of personal representative and trustee in bankruptcy
A person becoming entitled to a share by reason of the death or bankruptcy or windingup 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

UNTRACEABLE MEMBERS

(1) Without prejudice to the rights of the Company under paragraph (2) of this Byel ~~L~~ aw, 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 (or, in the event of electronic funds transfer, have been unsuccessful or rejected);

– III-24 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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 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.

(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

Subject to the Act, an annual general meeting of the Company shall be held for ~~in~~ each financial year other than the financial year in which its statutory meeting is convened and such annual general meeting must be held within six (6) months after the end of the Company’s financial year (unless a longer period would not infringe the Listing Rules, if any) ~~at such time and place as may be determined by the Board~~ .
When annual general meeting to be held
Each general meeting, other than an annual general meeting, shall be called a special Special general

general meeting. All general meetings (including an annual general meeting, any adjourned meeting meeting or postponed meeting) may be held as a physical meeting in any part of the world -

and at one or more locations as provided in Bye law 65A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion ~~General meetings may be held in any part of the world as may be determined by the Board.~~

– III-25 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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 (excluding treasury shares) 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.

Convening of special general meeting

NOTICE OF GENERAL MEETINGS

(1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days. All other general meetings (including a special general meeting) must be called by Notice of not less than fourteen (14) clear days but if permitted by the Listing 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 vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.
(2) The Notice shall specify (a) the time and date ~~place~~ of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting -
location as determined by the Board pursuant to Bye law 65A the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at 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 Omission to give notice/

are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such proxy form Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

– III-26 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

PROCEEDINGS AT GENERAL MEETINGS

(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
(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 or (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 Listing 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~~ (where applicable) same place(s) or to such time and ~~place~~ (where applicable) such place(s) and in such form and manner referred to in Bye-law 57 as the chairman of the meeting (or in default, the ~~as the B~~ oard) may absolutely 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
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

– III-27 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

63A.If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person -
(determined in accordance with Bye law 63 above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.
Subject to Bye-law 65C, the ~~The~~ chairman may (without ~~, with~~ the consent of the ~~any~~ meeting) or shall at the direction of the meeting at which a quorum is present ~~(and shall if so directed by the meeting),~~ adjourn the meeting from time to time (or indefinitely) and/ or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) ~~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~~ the details set -

out in Bye law 59(2) 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
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.
```
 - Amendments to resolution
```
65A.(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
(2) All general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members” in this sub-paragraph (2) shall include a proxy or proxies respectively:
- (a) where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

– III-28 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(b) Members present in person or by proxy at a Meeting Location and/or Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
(d) if any of the Meeting Locations is outside the jurisdiction of the Principal Meeting Place and/or in the case of a hybrid meeting, unless otherwise stated in the notice, -
the provisions of these Bye laws concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the notice for the meeting.

65B.The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it/he shall in its/his absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

– III-29 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

65C.If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the -
purposes referred to in Bye law 65A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have - under these Bye laws or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

65D.The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Bye-law shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

– III-30 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

65E. If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/ or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any -
time on the day of the meeting. This Bye law shall be subject to the following:
(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);
(b) when only the form of the meeting or electronic facilities specified in the notice are changed, the Board shall notify the Members of details of such change in such manner as the Board may determine;
(c) when a meeting is postponed or changed in accordance with this Bye law, subject to -
and without prejudice to Bye law 65, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received -
as required by these Bye laws not less than 48 hours before the time of the postponed or changed meeting; and
(d) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the Members.
65F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject -
to Bye law 65C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

– III-31 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

65G.Without prejudice to other provisions in Bye-law 65, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

VOTING

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 shall 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 the ~~a~~ vote of a ~~the~~ meeting shall be decided by way of a poll ~~except s~~ ave that in the case of a physical meeting, the chairman of the meeting may ~~,~~ in good faith, ~~decides to a~~ llow a resolution which relates to purely to a procedural or administrative matter to be voted on by a show of 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. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine. ~~Where I~~ n the case of a physical meeting 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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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

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.

Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
Chairman’s declaration of results of vote on a show of hands conclusive
The result of the poll shall be deemed to be the resolution of the meeting. The Company Poll shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.
[Intentionally deleted]
[Intentionally deleted]
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.
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.
All questions submitted to a meeting shall be decided by a simple majority of votes except Chairman to have casting

where a greater majority is required by these Bye-laws or by the Act. In the case of an vote equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

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.
Joint holders

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(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 postponed meeting ~~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 or postponed 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 shall, unless the Board otherwise determines, be entitled to attend and 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.
- All calls to be 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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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vot ~~le~~ 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 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

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.
Power to appoint proxies
The instrument appointing a proxy shall be in such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by the appointor or his attorney duly authorised in writing or, ~~in writing under the hand of the appointor or of his attorney duly authorised in writing or, i~~ f the appointor is a corporation, either under its seal or ~~under the hand ofs~~ igned by 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 facts.
Instrument of proxy to be in writing

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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 c~~ ertified 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), or if the Company has provided an electronic address in accordance with Bye-law 80A, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed 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 or postponed 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

80A.The Company may, at its absolute discretion, or, where the applicable laws, rules or regulations mandatorily require the provision of an electronic address for the receipt of document or information, the Company shall, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required -
under these Bye Laws) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required -
to be sent to the Company under this Bye law is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address -
provided in accordance with this Bye law or if no electronic address is so designated by the Company for the receipt of such document or information.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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 or postponement of the meeting as for the meeting to which it relates. The Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information -

required under these Bye laws has not been received in accordance with the requirements of -

these Bye laws. Subject to aforesaid, if the proxy appointment and any of the information - -

required under these Bye laws is not received in the manner set out in these Bye laws, the appointee shall not be entitled to vote in respect of the shares in question.

Form of proxy

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 or postponed meeting, at which the instrument of proxy is used.
When vote by proxy valid though authority revoked
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) 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

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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.

WRITTEN RESOLUTIONS OF MEMBERS

(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.

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

BOARD OF DIRECTORS

(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) 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 on 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 shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election.
(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) The 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).

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

RETIREMENT OF DIRECTORS

(1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years.
- Retirement by rotation
(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

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;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(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;
(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

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.
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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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

ALTERNATE DIRECTORS

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
An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act insofar as they relate to the duties and obligations of a 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.
Status of alternate director
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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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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

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.
Director’s ordinary remuneration
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.
Director’s expenses
Any Director who, by request, goes or resides abroad for any purpose of the Company or 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.
Special remuneration
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).
Payment for compensation for loss of office

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

DIRECTORS’ INTERESTS

A Director may:
(a) hold any other office or place of profit with the Company (except that of Auditor) in Director may hold other offices, etc. 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 Byelaws 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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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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
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) 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 close associates 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;~~

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

~~(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;~~
(i) the giving of any security or indemnity either:
(a) to the Director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
(b) 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 close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:
(a) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his close associate(s) may benefit; or
(b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates to the Director, his close associate(s) and employee(s) of the Company or any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;
(iv) any contract or arrangement in which the Director or his close 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.
~~(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;~~

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

~~(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) [intentionally deleted] ~~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) [intentionally deleted] ~~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) 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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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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 Execution of cheques,

negotiable or transferable or not, and all receipts for moneys paid to the Company shall promissory notes etc.

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.

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APPENDIX III

(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

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.
Power to borrow
Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
Assignment of debentures
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.
(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.

(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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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

PROCEEDINGS OF THE DIRECTORS

The Board may meet for the despatch of business, adjourn or postpone 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. Q~~ uestions 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.
Voting, Chairman to have a casting vote
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 whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or by telephone or in such other manner as the Board may from time to time determine.
Convening of meeting

~~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.~~

(1) The quorum necessary for the transaction of the business of the Board may be fixed Quorums for Director’s

by 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.

(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.~~
(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.

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APPENDIX III

The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum 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.
Directors’ powers where vacancy existing
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
A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
Powers of meeting
(1) The Board may delegate any or its powers, authorities and discretions to committees, consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. 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.
Powers to appoint and delegate to committee
(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.

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APPENDIX III

The meetings and proceedings of any committee consisting of two or more members shall 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.
Proceedings of committee
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 Bye-laws and further provided that no Director approving the resolution is aware of or has received any objection to the resolution from any Director. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Bye-law. 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. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.
Directors’ written resolutions
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.
When acts of Directors or committee to be valid notwithstanding defects

MANAGERS

The Board may from time to time appoint a general manager, a manager or managers of the Appointment of general

Company and may fix his or their remuneration either by way of salary or commission or managers 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.

The appointment of such general manager, manager or managers may be for such period as Tenure of office 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.

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APPENDIX III

The Board may enter into such agreement or agreements with any such general manager, manager or managers upon such terms and conditions in all respects as the Board may in 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.
Terms and conditions of appointment

OFFICERS

(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, subject to Bye law 132(4), these Bye-laws.

  - President/vice president/ chairman and deputy chairman

(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) The officers shall receive such remuneration as the Directors may from time to time determine.
(4) Where the Company appoints and maintains a resident representative ordinarily Resident representative
resident in Bermuda in accordance with the Act, the resident representative shall comply with the provisions of the Act.
(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) 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.
(1) The Secretary and additional officers, if any, shall be appointed by the Board and shall Secretary 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.
(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.

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APPENDIX III

The president or the chairman, as the case may be, shall act as Chairman at all meetings of 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.
Chairman of meetings
The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.
Powers of officers
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 Bye-laws not satisfied where same person acting as Director and Secretary

REGISTER OF DIRECTORS AND OFFICERS

(1) The Board shall cause to be kept in one or more books at the Office a Register of Directors and Officers and shall enter therein the following particulars with respect to each Director and Officer, that is to say:
- Register to be kept
(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) 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 during ~~on every~~ business hours ~~day.~~
(4) In this Bye-law “Officer” has the meaning ascribed to it in Section 92A(7) of the Act.

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APPENDIX III

MINUTES

(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.

SEAL

(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.

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

AUTHENTICATION OF DOCUMENTS

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

DESTRUCTION OF DOCUMENTS

(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;

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APPENDIX III

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.

(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

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).
- Power to declare dividends
No dividend shall be paid or distribution made out of contributed surplus if to do so would Restrictions on payments

render the Company unable to pay its liabilities as they become due or the realisable value of dividends and

of its assets would thereby become less than its liabilities. distributions

Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
(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
Dividends to be paid according to amount paid up on shares and pro rata
(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.

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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.
The Board may deduct from any dividend or other moneys payable to a Member by the 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.
Deduction of debts
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
No interest on dividends
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by 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. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.
Payment etc. by post
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

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) 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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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 Byelaw 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 Bye-law 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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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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

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

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.
Capitalisation of reserves

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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

The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:
- Subscription right
(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:
(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;
(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) 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;

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(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:
(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.

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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.
(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

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.
Accounts to be kept
The accounting records shall be kept at the Office or, subject to the Act, at such other place Where accounts to be

or places as the Board decides and shall always be open to inspection by the Directors. No kept 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.

– III-66 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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 Byelaw 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.

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

To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the 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
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, in any manner permitted by these Bye laws, including 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) 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.
Appointment of auditor

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(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) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the incumbent Auditor.
(3) The Members may, at any general meeting convened and held in accordance with these Bye-laws, by extraordinary 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.
Subject to Section 88 of the Act the accounts of the Company shall be audited at least once Annual audit in every year.
The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine.

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

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.
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.
Auditor to have right of access to books and accounts
The statement of income and expenditure and the balance sheet provided for by these Byelaws 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.
Written report of auditor

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PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

NOTICES

(1) Any Notice or document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Bye-laws from the Company ~~to a Member s~~ hall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means: ~~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 iton 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
(a) by serving it personally on the relevant person;
(b) 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;
(c) by delivering or leaving it at such address as aforesaid;
(d) by placing an advertisement in appointed newspapers or other publication and where applicable, (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;
(e) by sending or transmitting it as an electronic communication to the relevant person -
at such electronic address as he may provide under Bye law 162 (1) without the need for any additional consent or notification;
(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange without the need for any additional consent or notification; or

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APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.
(2) 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.
(3) Every Member or a person who is entitled to receive notice from the Company under -
the provisions of the Statutes or these Bye laws may register with the Company an electronic address to which Notices can be served upon him.
(4) Subject to any applicable laws, rules and regulations and the terms of these Bye laws, any notice, document or publication, including but not limited to the documents -
referred to in Bye laws 153,154 and 162 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such Member.
Any Notice or other document:
(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be 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;
When notice deemed served
(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 provided that the Company or its agent has not received any “non-delivery message” after sending to any particular electronic address ~~. 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~~ ;

– III-70 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

(c) if placed or published on either the Company’s website or the website of the Designated Stock Exchange, shall be deemed to have been given or served on the day on which the notice, document or publication first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules; ~~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) 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
( ~~de~~ ) ~~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~~ . if published as an advertisement in a newspaper or other publication permitted under -
these Bye laws, shall be deemed to have been served on the day on which the advertisement first so appears.
~~Notice may be given in English and Chinese~~
(1) Any Notice or other document delivered or sent ~~by post to or left at the registered address of any Member in pursuance of i~~ n any manner permitted by these Byelaws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or 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.
Service of notice to persons in the event of death or bankruptcy

– III-71 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(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 via electronic means or 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 electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal 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 (including electronic address) being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

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. The signature to any notice or document to be given by the Company may be written, printed or in electronic form.
Cable, telex, facsimile, electronic transmission message deemed a document or instrument in writing

WINDING UP

(1) Subject to Bye-law 166(2), t ~~Th~~ e 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

– III-72 –

PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

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) 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
(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.

– III-73 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

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

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

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 M ~~m~~ embers of the Company to communicate to the public.
Shareholders not entitled to information

STOCK

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

– III-74 –

APPENDIX III PROPOSED AMENDMENTS TO THE BYE-LAWS

PAYMENT OF CORPORATE ACTION PROCEEDS AND ELECTRONIC INSTRUCTIONS

To the extent permitted by applicable law and unless otherwise restricted or prohibited by the Listing Rules, the Company shall:
(a) accept instructions from Members and its securities holders (including but not limited to dividend election instructions, payment choice instructions, responses to “corporate communication” and “actionable corporate communications” within the meaning ascribed thereto under the Listing Rules, and instructions regarding any meeting of the securities holders such as meeting attendance indications, proxy appointments, revocations, voting directions, and responses to corporate communications) transmitted by electronic means, in such manner and subject to reasonable authentication measures as the Board may from time to time determine; and
(b) pay any corporate action proceeds (including proceeds paid by the Company to Members and its securities holders in connection with its corporate actions, such as the distribution of dividends and other entitlements, refunds in respect of applications for, and/or (where applicable) excess applications in connection with, rights issues, open offers, and offers made to a specified group of such holders on a preferential basis; and payments in connection with takeovers and privatisations) by any electronic means, including through any payment system in Hong Kong operated by Hong Kong - -
Interbank Clearing Limited for settling inter bank payments on a real time gross settlement basis, or by such other means as the Board considers appropriate.

– III-75 –

NOTICE OF SGM

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 02340)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the ‘‘SGM’’) 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 Friday, 15 May 2026 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. FOR INDEPENDENT SHAREHOLDERS:

‘‘THAT the continuing connected transactions contemplated under the 2026 ISP Works Master Agreement dated 13 January 2026 entered into between the Company and Mrs. Chu Yuet Wah, and the proposed annual caps in relation thereto be and are hereby generally and unconditionally approved, confirmed and ratified and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorized to do all such further acts and things and execute such further documents and take all such steps which in his/her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.’’

2. FOR SHAREHOLDERS:

‘‘THAT:

(i) the adoption of the share option scheme (the ‘‘New Share Option Scheme’’) (a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose) and the terms and conditions therein (including the allotment and issuance of the Shares representing up to 10% of the total number of Shares in issue as of the date hereof upon the exercise of options to be granted under the New Share Option Scheme and any options and awards to be granted under any other share schemes of the Company) be and each is hereby approved subject to and conditional upon the Listing Committee granting the approval for the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the options which may be granted under the New Share Option Scheme (‘‘Options’’); and

– SGM-1 –

NOTICE OF SGM

(ii) the Directors be and are hereby authorised to grant Options pursuant to the New Share Option Scheme subject to such conditions as the Directors may impose, allot and issue Shares which may fall to be issued pursuant to the exercise of Options granted, and administer the New Share Option Scheme and any one director of the Company or any authorised person of such director is authorised to do all such acts and execute all such documents as he/she may deem necessary or expedient to implement the New Share Option Scheme.’’

SPECIAL RESOLUTION

As special business, to consider and, if thought fit, to pass the following resolution as a special resolution of the Company:

3. ‘‘THAT:

(i) the proposed amendments to the existing bye-laws of the Company (the ‘‘Proposed Amendments’’) as set out in Appendix III to the circular of the Company dated 20 April 2026 (the ‘‘Circular’’) be and are hereby approved;
(ii) the amended and restated bye-laws of the Company (the ‘‘New Bye-laws’’), which incorporates all of the Proposed Amendments, a copy of which has been produced to this meeting and marked ‘‘A’’, and initialled by the chairman of the meeting for identification purpose, be and is hereby approved and adopted as the bye-laws of the Company in substitution for, and to the exclusion of, the existing bye-laws of the Company with immediate effect; and
(iii) any one of the directors, the company secretary, the assistant secretary or the registered office provider of the Company be and is hereby authorised and instructed to do all such acts and things as may be necessary or expedient in order to effect and implement the Proposed Amendments and the adoption of the New Bye-laws and to make necessary filings in Hong Kong and Bermuda in connection with the foregoing.’’

Yours faithfully, On behalf of the Board ISP Holdings Limited Kingston Chu Chun Ho Chairman

Hong Kong, 20 April 2026

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.isp-hk.com.hk) in accordance with the Listing Rules.

– SGM-2 –

NOTICE OF SGM

Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him or her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified on the relevant form of proxy.
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 Special General Meeting as if he/she 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 Special General Meeting, then the person whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
A form of proxy for use in connection with the Special General Meeting is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered not later than 10:30 a.m. on Wednesday, 13 May 2026. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 12 May 2026 to Friday, 15 May 2026 (both dates inclusive), during which period no transfer of Shares will be registered. Members whose names appear on the register of members of the Company on Friday, 15 May 2026 shall be entitled to attend and vote at the Special General Meeting. In order to be eligible to attend and vote at the Special General Meeting, unregistered holders of Shares of the Company shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 11 May 2026.
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:00 a.m. on the date of the Special General Meeting, the Special General Meeting will be postponed or adjourned. The Company will post an announcement on the Company’s website (www.isp-hk.com.hk) and the website of Hong Kong Exchange and Clearing Limited (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The Special General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Special General Meeting under adverse weather conditions bearing in mind their own situations.
Shareholders are advised to read the circular of the Company dated 20 April 2026 which contains further details concerning the proposed resolutions in this notice.

– SGM-3 –

AI assistant

ISP Holdings Limited — Proxy Solicitation & Information Statement 2026

50536_rns_2026-04-17_972f212c-6302-45ad-b4ec-8a9b38cdd2a4.pdf

ISP HOLDINGS LIMITED 昇柏控股有限公司

(4) NOTICE OF SPECIAL GENERAL MEETING

DEFINITIONS

ISP HOLDINGS LIMITED 昇柏控股有限公司

(Stock Code: 02340)

(1) RENEWAL OF CONTINUING CONNECTED TRANSACTIONS; (2) PROPOSED ADOPTION OF THE SHARE OPTION SCHEME; (3) PROPOSED AMENDMENTS TO THE BYE-LAWS; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

2. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

The 2026 ISP Works Master Agreement

Historical data and the Proposed Annual Caps

The Proposed Annual Caps under the 2026 ISP Works Master Agreement

Reasons for entering into the 2026 ISP Works Master Agreement

LETTER FROM THE BOARD

Internal control measures for the Continuing Connected Transactions

Listing Rules Implications

Independent Board Committee and Independent Financial Adviser

General

3. PROPOSED ADOPTION OF THE SHARE OPTION SCHEME

Rationale for adoption of the New Share Option Scheme

Scope of Eligible Participants

Scheme Mandate Limit

Vesting Period

Basis of Determining the Subscription Price of Options

Performance Targets and Clawback Mechanism

LETTER FROM THE BOARD

Conditions Precedent of the Share Option Scheme

General

4. PROPOSED AMENDMENTS TO THE NEW BYE-LAWS

LETTER FROM THE BOARD

5. SPECIAL GENERAL MEETING

6. CLOSURE OF THE REGISTER OF MEMBERS

7. RECOMMENDATIONS

Renewal of Continuing Connected Transaction

Adoption of the New Share Scheme

Amendments to the Bye-laws

8. GENERAL

ISP HOLDINGS LIMITED 昇柏控股有限公司

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Yours faithfully, The Independent Board Committee of ISP Holdings Limited

LETTER FROM ALTUS CAPITAL LIMITED

ISP Holdings Limited

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LISTING RULES IMPLICATIONS

THE INDEPENDENT BOARD COMMITTEE

THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1.1. The Group

1.2. Mrs. Chu and her associates

2. The 2026 ISP Works Master Agreement

2.1. Reasons for and benefits of entering into the 2026 ISP Works Master Agreement

2.2. Principal terms of the 2026 ISP Works Master Agreement

Our work done and views

2.3. Proposed Annual Caps

2.3.1. Historical annual caps and transaction amounts

2.3.2. Proposed Annual Caps

3. Internal control measures

RECOMMENDATION

Jeanny Leung Clement Lee Responsible Officer Responsible Officer

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the shares, underlying shares and debentures of the Company or its associated corporations

Long position in Shares and underlying Shares of the Company

(b) Directors’ service contracts

(c) Directors’ interest in contracts and assets of the Group and other interests

(d) Directors’ interests in competing business

3. MATERIAL ADVERSE CHANGE

4. QUALIFICATION AND CONSENT OF EXPERT

Name Qualification

5. DOCUMENTS ON DISPLAY

6. MISCELLANEOUS

1. PURPOSE OF THE SHARE OPTION SCHEME

2. WHO MAY JOIN

3. ADMINISTRATION AND DURATION

4. SUBSCRIPTION PRICE

ISP Holdings Limited Proxy Solicitation & Information Statement 2026